DIRECTV (NASDAQ:DTV) is one of the world's leading providers of digital
television entertainment services. Through its subsidiaries and
affiliated companies in the United States, Brazil, Mexico and other
countries in Latin America, DIRECTV provides digital television service
to nearly 20 million customers in the United States and over 14.5
million customers in Latin America. DIRECTV sports and entertainment
properties include three regional sports networks (Northwest, Rocky
Mountain and Pittsburgh) as well as a 60 percent ownership interest in
Game Show Network. For more information on DIRECTV, visit directv.com.
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DIRECTV
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(Dollars in Millions, Except Per Share Amounts)
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(Unaudited)
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2012
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2011
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2012
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2011
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Revenues
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$
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7,416
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$
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6,844
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$
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21,686
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$
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19,763
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Operating costs and expenses
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Costs of revenues, exclusive of depreciation and amortization expense
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Broadcast programming and other
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3,288
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2,926
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9,249
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8,212
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Subscriber service expenses
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566
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500
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1,592
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1,415
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Broadcast operations expenses
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103
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99
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310
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289
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Selling, general and administrative expenses, exclusive of
depreciation and amortization expense
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Subscriber acquisition costs
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944
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962
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2,549
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2,524
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Upgrade and retention costs
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382
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365
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1,056
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973
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General and administrative expenses
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447
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408
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1,332
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1,154
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Depreciation and amortization expense
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618
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554
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1,811
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1,781
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Total operating costs and expenses
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6,348
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5,814
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17,899
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16,348
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Operating profit
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1,068
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1,030
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3,787
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3,415
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Interest income
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17
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9
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40
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25
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Interest expense
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(204
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(194
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(622
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(569
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Other, net
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39
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(38
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13
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74
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Income before income taxes
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920
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807
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3,218
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2,945
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Income tax expense
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(348
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(286
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(1,189
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(1,032
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Net income
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572
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521
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2,029
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1,913
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Less: Net income attributable to noncontrolling interest
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(7
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(5
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(22
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(22
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Net income attributable to DIRECTV
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$
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565
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$
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516
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$
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2,007
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$
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1,891
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Basic earnings attributable to DIRECTV per common share
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$
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0.91
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$
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0.70
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$
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3.08
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$
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2.48
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Diluted earnings attributable to DIRECTV per common share
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$
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0.90
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$
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0.70
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$
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3.06
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$
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2.47
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Weighted average number of common shares outstanding (in millions):
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Basic
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624
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732
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651
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762
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Diluted
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629
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737
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655
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767
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DIRECTV
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CONSOLIDATED BALANCE SHEETS
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(Dollars in Millions)
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(Unaudited)
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ASSETS
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September 30, 2012
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December 31, 2011
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Current assets
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Cash and cash equivalents
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$
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2,421
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$
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873
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Accounts receivable, net of allowances of $91 and $79
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2,583
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2,474
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Inventories
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377
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280
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Deferred income taxes
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66
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62
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Prepaid expenses and other
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383
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552
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Total current assets
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5,830
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4,241
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Satellites, net
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2,288
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2,215
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Property and equipment, net
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5,706
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5,223
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Goodwill
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4,066
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4,097
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Intangible assets, net
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821
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909
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Investments and other assets
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1,642
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1,738
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Total assets
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$
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20,353
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$
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18,423
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable and accrued liabilities
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$
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4,203
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$
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4,210
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Unearned subscriber revenues and deferred credits
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674
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533
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Total current liabilities
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4,877
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4,743
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Long-term debt
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17,162
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13,464
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Deferred income taxes
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1,672
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1,771
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Other liabilities and deferred credits
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1,377
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1,287
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Commitments and contingencies
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Redeemable noncontrolling interest
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265
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265
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Stockholders' deficit
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(5,000
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)
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(3,107
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Total liabilities and stockholders' deficit
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$
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20,353
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$
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18,423
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DIRECTV
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Dollars in Millions)
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(Unaudited)
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Nine Months Ended
September 30,
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2012
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2011
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Cash Flows From Operating Activities
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Net income
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$
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2,029
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$
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1,913
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Adjustments to reconcile net income to net cash provided by
operating activities:
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Depreciation and amortization expense
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1,811
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1,781
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Amortization of deferred revenues and deferred credits
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(54
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)
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(27
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)
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Share-based compensation expense
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77
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76
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Equity in earnings from unconsolidated affiliates
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(107
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(83
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)
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Net foreign currency transaction (gain) loss
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32
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46
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Dividends received
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28
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|
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|
97
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Gain on sale of investments
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(11
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)
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(63
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)
|
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Deferred income taxes
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|
41
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|
|
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|
|
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|
179
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|
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Excess tax benefit from share-based compensation
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(30
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)
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|
|
|
|
|
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|
(25
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)
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Other
|
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|
76
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|
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|
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32
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Change in other operating assets and liabilities:
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Accounts receivable
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|
15
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|
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|
|
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(104
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)
|
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Inventories
|
|
|
|
(97
|
)
|
|
|
|
|
|
|
|
|
(66
|
)
|
|
Prepaid expenses and other
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
(140
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
|
|
(126
|
)
|
|
Unearned subscriber revenue and deferred credits
|
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|
|
139
|
|
|
|
|
|
|
|
|
|
74
|
|
|
Other, net
|
|
|
|
181
|
|
|
|
|
|
|
|
|
|
47
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|
|
Net cash provided by operating activities
|
|
|
|
4,133
|
|
|
|
|
|
|
|
|
|
3,611
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash paid for property and equipment
|
|
|
|
(2,160
|
)
|
|
|
|
|
|
|
|
|
(2,160
|
)
|
|
Cash paid for satellites
|
|
|
|
(231
|
)
|
|
|
|
|
|
|
|
|
(156
|
)
|
|
Investment in companies, net of cash acquired
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
Proceeds from sale of investments
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
116
|
|
|
Other, net
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
41
|
|
|
Net cash used in investing activities
|
|
|
|
(2,346
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)
|
|
|
|
|
|
|
|
|
(2,170
|
)
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from debt issuance
|
|
|
|
5,190
|
|
|
|
|
|
|
|
|
|
3,990
|
|
|
Debt issuance costs
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
Repayment of long-term debt
|
|
|
|
(1,500
|
)
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
Proceeds from borrowings under revolving credit facility
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
—
|
|
|
Repayment of borrowings under revolving credit facility
|
|
|
|
(400
|
)
|
|
|
|
|
|
|
|
|
—
|
|
|
Repayment of short-term borrowings
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
Repayment of other long-term obligations
|
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
(171
|
)
|
|
Common shares repurchased and retired
|
|
|
|
(3,828
|
)
|
|
|
|
|
|
|
|
|
(4,366
|
)
|
|
Stock options exercised
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
—
|
|
|
Taxes paid in lieu of shares issued for share-based compensation
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
(55
|
)
|
|
Excess tax benefit from share-based compensation
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
25
|
|
|
Net cash used in financing activities
|
|
|
|
(239
|
)
|
|
|
|
|
|
|
|
|
(1,646
|
)
|
|
Net increase in cash and cash equivalents
|
|
|
|
1,548
|
|
|
|
|
|
|
|
|
|
(205
|
)
|
|
Cash and cash equivalents at beginning of the period
|
|
|
|
873
|
|
|
|
|
|
|
|
|
|
1,502
|
|
|
Cash and cash equivalents at end of the period
|
|
|
|
$
|
2,421
|
|
|
|
|
|
|
|
|
|
$
|
1,297
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
$
|
710
|
|
|
|
|
|
|
|
|
|
$
|
562
|
|
|
Cash paid for income taxes
|
|
|
|
881
|
|
|
|
|
|
|
|
|
|
853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV
|
|
SELECTED SEGMENT DATA
|
|
(Dollars in Millions)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
DIRECTV U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$
|
5,769
|
|
|
|
|
$
|
5,421
|
|
|
|
|
|
|
$
|
16,915
|
|
|
|
|
$
|
15,843
|
|
|
Operating profit before depreciation and amortization
(1)
|
|
|
|
1,251
|
|
|
|
|
1,153
|
|
|
|
|
|
|
4,246
|
|
|
|
|
3,962
|
|
|
Operating profit before depreciation and amortization margin
(1)
|
|
|
|
21.7
|
%
|
|
|
|
21.3
|
%
|
|
|
|
|
|
25.1
|
%
|
|
|
|
25.0
|
%
|
|
Operating profit
|
|
|
|
$
|
876
|
|
|
|
|
$
|
800
|
|
|
|
|
|
|
$
|
3,130
|
|
|
|
|
$
|
2,737
|
|
|
Operating profit margin
|
|
|
|
15.2
|
%
|
|
|
|
14.8
|
%
|
|
|
|
|
|
18.5
|
%
|
|
|
|
17.3
|
%
|
|
Depreciation and amortization
|
|
|
|
$
|
375
|
|
|
|
|
$
|
353
|
|
|
|
|
|
|
$
|
1,116
|
|
|
|
|
$
|
1,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SKY BRASIL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$
|
868
|
|
|
|
|
$
|
813
|
|
|
|
|
|
|
$
|
2,587
|
|
|
|
|
$
|
2,212
|
|
|
Operating profit before depreciation and amortization
(1)
|
|
|
|
255
|
|
|
|
|
258
|
|
|
|
|
|
|
802
|
|
|
|
|
731
|
|
|
Operating profit before depreciation and amortization margin
(1)
|
|
|
|
29.4
|
%
|
|
|
|
31.7
|
%
|
|
|
|
|
|
31.0
|
%
|
|
|
|
33.0
|
%
|
|
Operating profit
|
|
|
|
$
|
122
|
|
|
|
|
$
|
136
|
|
|
|
|
|
|
$
|
399
|
|
|
|
|
$
|
403
|
|
|
Operating profit margin
|
|
|
|
14.1
|
%
|
|
|
|
16.7
|
%
|
|
|
|
|
|
15.4
|
%
|
|
|
|
18.2
|
%
|
|
Depreciation and amortization
|
|
|
|
$
|
133
|
|
|
|
|
$
|
122
|
|
|
|
|
|
|
$
|
403
|
|
|
|
|
$
|
328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PANAMERICANA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$
|
709
|
|
|
|
|
$
|
543
|
|
|
|
|
|
|
$
|
1,983
|
|
|
|
|
$
|
1,512
|
|
|
Operating profit before depreciation and amortization
(1)
|
|
|
|
200
|
|
|
|
|
176
|
|
|
|
|
|
|
566
|
|
|
|
|
510
|
|
|
Operating profit before depreciation and amortization margin
(1)
|
|
|
|
28.2
|
%
|
|
|
|
32.4
|
%
|
|
|
|
|
|
28.5
|
%
|
|
|
|
33.7
|
%
|
|
Operating profit
|
|
|
|
$
|
99
|
|
|
|
|
$
|
100
|
|
|
|
|
|
|
$
|
295
|
|
|
|
|
$
|
293
|
|
|
Operating profit margin
|
|
|
|
14.0
|
%
|
|
|
|
18.4
|
%
|
|
|
|
|
|
14.9
|
%
|
|
|
|
19.4
|
%
|
|
Depreciation and amortization
|
|
|
|
$
|
101
|
|
|
|
|
$
|
76
|
|
|
|
|
|
|
$
|
271
|
|
|
|
|
$
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPORTS NETWORKS, ELIMINATIONS and OTHER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$
|
70
|
|
|
|
|
$
|
67
|
|
|
|
|
|
|
$
|
201
|
|
|
|
|
$
|
196
|
|
|
Operating profit (loss) before depreciation and amortization
(1)
|
|
|
|
(20
|
)
|
|
|
|
(3
|
)
|
|
|
|
|
|
(16
|
)
|
|
|
|
(7
|
)
|
|
Operating profit (loss)
|
|
|
|
(29
|
)
|
|
|
|
(6
|
)
|
|
|
|
|
|
(37
|
)
|
|
|
|
(18
|
)
|
|
Depreciation and amortization
|
|
|
|
9
|
|
|
|
|
3
|
|
|
|
|
|
|
21
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$
|
7,416
|
|
|
|
|
$
|
6,844
|
|
|
|
|
|
|
$
|
21,686
|
|
|
|
|
$
|
19,763
|
|
|
Operating profit before depreciation and amortization
(1)
|
|
|
|
1,686
|
|
|
|
|
1,584
|
|
|
|
|
|
|
5,598
|
|
|
|
|
5,196
|
|
|
Operating profit before depreciation and amortization margin
(1)
|
|
|
|
22.7
|
%
|
|
|
|
23.1
|
%
|
|
|
|
|
|
25.8
|
%
|
|
|
|
26.3
|
%
|
|
Operating profit
|
|
|
|
$
|
1,068
|
|
|
|
|
$
|
1,030
|
|
|
|
|
|
|
$
|
3,787
|
|
|
|
|
$
|
3,415
|
|
|
Operating profit margin
|
|
|
|
14.4
|
%
|
|
|
|
15.0
|
%
|
|
|
|
|
|
17.5
|
%
|
|
|
|
17.3
|
%
|
|
Depreciation and amortization
|
|
|
|
$
|
618
|
|
|
|
|
$
|
554
|
|
|
|
|
|
|
$
|
1,811
|
|
|
|
|
$
|
1,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See footnote 1 above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV HOLDINGS LLC (DIRECTV U.S.)
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Dollars in Millions)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Revenues
|
|
|
|
$
|
5,769
|
|
|
|
|
$
|
5,421
|
|
|
|
|
|
|
$
|
16,915
|
|
|
|
|
$
|
15,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenues, exclusive of depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast programming and other
|
|
|
|
2,685
|
|
|
|
|
2,411
|
|
|
|
|
|
|
7,549
|
|
|
|
|
6,818
|
|
|
Subscriber service expenses
|
|
|
|
390
|
|
|
|
|
375
|
|
|
|
|
|
|
1,096
|
|
|
|
|
1,081
|
|
|
Broadcast operations expenses
|
|
|
|
74
|
|
|
|
|
75
|
|
|
|
|
|
|
229
|
|
|
|
|
224
|
|
|
Selling, general and administrative expenses, exclusive of
depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriber acquisition costs
|
|
|
|
757
|
|
|
|
|
793
|
|
|
|
|
|
|
2,017
|
|
|
|
|
2,101
|
|
|
Upgrade and retention costs
|
|
|
|
340
|
|
|
|
|
332
|
|
|
|
|
|
|
930
|
|
|
|
|
889
|
|
|
General and administrative expenses
|
|
|
|
272
|
|
|
|
|
282
|
|
|
|
|
|
|
848
|
|
|
|
|
768
|
|
|
Depreciation and amortization expense
|
|
|
|
375
|
|
|
|
|
353
|
|
|
|
|
|
|
1,116
|
|
|
|
|
1,225
|
|
|
Total operating costs and expenses
|
|
|
|
4,893
|
|
|
|
|
4,621
|
|
|
|
|
|
|
13,785
|
|
|
|
|
13,106
|
|
|
Operating profit
|
|
|
|
876
|
|
|
|
|
800
|
|
|
|
|
|
|
3,130
|
|
|
|
|
2,737
|
|
|
Interest income
|
|
|
|
1
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
Interest expense
|
|
|
|
(189
|
)
|
|
|
|
(177
|
)
|
|
|
|
|
|
(577
|
)
|
|
|
|
(519
|
)
|
|
Other, net
|
|
|
|
17
|
|
|
|
|
6
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
29
|
|
|
Income before income taxes
|
|
|
|
705
|
|
|
|
|
629
|
|
|
|
|
|
|
2,515
|
|
|
|
|
2,248
|
|
|
Income tax expense
|
|
|
|
(266
|
)
|
|
|
|
(237
|
)
|
|
|
|
|
|
(936
|
)
|
|
|
|
(848
|
)
|
|
Net income
|
|
|
|
$
|
439
|
|
|
|
|
$
|
392
|
|
|
|
|
|
|
$
|
1,579
|
|
|
|
|
$
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV HOLDINGS LLC (DIRECTV U.S.)
|
|
CONSOLIDATED BALANCE SHEETS
|
|
(Dollars in Millions)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
September 30, 2012
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
692
|
|
|
|
|
|
|
|
|
|
$
|
232
|
|
|
Accounts receivable, net of allowances of $56 and $51
|
|
|
|
2,111
|
|
|
|
|
|
|
|
|
|
2,126
|
|
|
Inventories
|
|
|
|
341
|
|
|
|
|
|
|
|
|
|
253
|
|
|
Prepaid expenses and other
|
|
|
|
178
|
|
|
|
|
|
|
|
|
|
419
|
|
|
Total current assets
|
|
|
|
3,322
|
|
|
|
|
|
|
|
|
|
3,030
|
|
|
Satellites, net
|
|
|
|
1,752
|
|
|
|
|
|
|
|
|
|
1,724
|
|
|
Property and equipment, net
|
|
|
|
3,185
|
|
|
|
|
|
|
|
|
|
3,084
|
|
|
Goodwill
|
|
|
|
3,177
|
|
|
|
|
|
|
|
|
|
3,177
|
|
|
Intangible assets, net
|
|
|
|
456
|
|
|
|
|
|
|
|
|
|
461
|
|
|
Other assets
|
|
|
|
266
|
|
|
|
|
|
|
|
|
|
320
|
|
|
Total assets
|
|
|
|
$
|
12,158
|
|
|
|
|
|
|
|
|
|
$
|
11,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND OWNER's DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
$
|
3,028
|
|
|
|
|
|
|
|
|
|
$
|
3,226
|
|
|
Unearned subscriber revenues and deferred credits
|
|
|
|
490
|
|
|
|
|
|
|
|
|
|
377
|
|
|
Total current liabilities
|
|
|
|
3,518
|
|
|
|
|
|
|
|
|
|
3,603
|
|
|
Long-term debt
|
|
|
|
17,162
|
|
|
|
|
|
|
|
|
|
13,464
|
|
|
Deferred income taxes
|
|
|
|
1,338
|
|
|
|
|
|
|
|
|
|
1,321
|
|
|
Other liabilities and deferred credits
|
|
|
|
336
|
|
|
|
|
|
|
|
|
|
239
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner's deficit
|
|
|
|
(10,196
|
)
|
|
|
|
|
|
|
|
|
(6,831
|
)
|
|
Total liabilities and owner's deficit
|
|
|
|
$
|
12,158
|
|
|
|
|
|
|
|
|
|
$
|
11,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV HOLDINGS LLC (DIRECTV U.S.)
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Dollars in Millions)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
2011
|
|
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
$
|
1,579
|
|
|
|
|
|
|
|
|
|
$
|
1,400
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
|
1,116
|
|
|
|
|
|
|
|
|
|
1,225
|
|
|
Amortization of deferred revenues and deferred credits
|
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
Share-based compensation expense
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
62
|
|
|
Deferred income taxes
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
281
|
|
|
Excess tax benefit from share-based compensation
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
Other
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
|
Change in other operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
92
|
|
|
|
|
|
|
|
|
|
(42
|
)
|
|
Inventories
|
|
|
|
(88
|
)
|
|
|
|
|
|
|
|
|
(59
|
)
|
|
Prepaid expenses and other
|
|
|
|
242
|
|
|
|
|
|
|
|
|
|
(177
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
|
(251
|
)
|
|
|
|
|
|
|
|
|
(220
|
)
|
|
Unearned subscriber revenue and deferred credits
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
46
|
|
|
Other, net
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
Net cash provided by operating activities
|
|
|
|
2,960
|
|
|
|
|
|
|
|
|
|
2,424
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for property and equipment
|
|
|
|
(377
|
)
|
|
|
|
|
|
|
|
|
(404
|
)
|
|
Cash paid for subscriber leased equipment - subscriber acquisitions
|
|
|
|
(462
|
)
|
|
|
|
|
|
|
|
|
(546
|
)
|
|
Cash paid for subscriber leased equipment - upgrade and retention
|
|
|
|
(209
|
)
|
|
|
|
|
|
|
|
|
(236
|
)
|
|
Cash paid for satellites
|
|
|
|
(139
|
)
|
|
|
|
|
|
|
|
|
(83
|
)
|
|
Investment in companies, net of cash acquired
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
Proceeds from sale of investments
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
55
|
|
|
Other, net
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
1
|
|
|
Net cash used in investing activities
|
|
|
|
(1,165
|
)
|
|
|
|
|
|
|
|
|
(1,224
|
)
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from debt issuance
|
|
|
|
5,190
|
|
|
|
|
|
|
|
|
|
3,990
|
|
|
Debt issuance costs
|
|
|
|
(35
|
)
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
Repayment of long-term debt
|
|
|
|
(1,500
|
)
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
Proceeds from borrowings under revolving credit facility
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
—
|
|
|
Repayment of borrowings under revolving credit facility
|
|
|
|
(400
|
)
|
|
|
|
|
|
|
|
|
—
|
|
|
Repayment of other long-term obligations
|
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
(61
|
)
|
|
Cash dividend to Parent
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
(4,000
|
)
|
|
Excess tax benefit from share-based compensation
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
21
|
|
|
Net cash used in financing activities
|
|
|
|
(1,335
|
)
|
|
|
|
|
|
|
|
|
(1,080
|
)
|
|
Net increase in cash and cash equivalents
|
|
|
|
460
|
|
|
|
|
|
|
|
|
|
120
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
|
232
|
|
|
|
|
|
|
|
|
|
687
|
|
|
Cash and cash equivalents at end of the period
|
|
|
|
$
|
692
|
|
|
|
|
|
|
|
|
|
$
|
807
|
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
$
|
665
|
|
|
|
|
|
|
|
|
|
$
|
512
|
|
|
Cash paid for income taxes
|
|
|
|
581
|
|
|
|
|
|
|
|
|
|
691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measure Reconciliation Schedules
|
|
(Unaudited)
|
|
|
|
DIRECTV
|
|
Reconciliation of Operating Profit Before Depreciation and
Amortization to Operating Profit*
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Operating profit before depreciation and amortization
|
|
|
|
$
|
1,686
|
|
|
|
|
$
|
1,584
|
|
|
|
|
|
|
$
|
5,598
|
|
|
|
|
$
|
5,196
|
|
Subtract: Depreciation and amortization
|
|
|
|
618
|
|
|
|
|
554
|
|
|
|
|
|
|
1,811
|
|
|
|
|
1,781
|
|
Operating profit
|
|
|
|
$
|
1,068
|
|
|
|
|
$
|
1,030
|
|
|
|
|
|
|
$
|
3,787
|
|
|
|
|
$
|
3,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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 DIRECTV's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2012, which is
expected to be filed with the SEC in November 2012.
|
|
|
|
|
|
DIRECTV
|
|
Reconciliation of Cash Flow Before Interest and Taxes
2
and Free Cash Flow
3
to
Net Cash Provided by Operating Activities
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Cash Flow Before Interest and Taxes
|
|
|
|
$
|
957
|
|
|
|
|
$
|
788
|
|
|
|
|
|
|
$
|
3,293
|
|
|
|
|
$
|
2,685
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
(333
|
)
|
|
|
|
(252
|
)
|
|
|
|
|
|
(710
|
)
|
|
|
|
(562
|
)
|
|
Interest income
|
|
|
|
17
|
|
|
|
|
9
|
|
|
|
|
|
|
40
|
|
|
|
|
25
|
|
|
Income taxes paid
|
|
|
|
(322
|
)
|
|
|
|
(310
|
)
|
|
|
|
|
|
(881
|
)
|
|
|
|
(853
|
)
|
|
Subtotal - Free Cash Flow
|
|
|
|
319
|
|
|
|
|
235
|
|
|
|
|
|
|
1,742
|
|
|
|
|
1,295
|
|
|
Add Cash Paid For:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
|
743
|
|
|
|
|
864
|
|
|
|
|
|
|
2,160
|
|
|
|
|
2,160
|
|
|
Satellites
|
|
|
|
47
|
|
|
|
|
108
|
|
|
|
|
|
|
231
|
|
|
|
|
156
|
|
|
Net Cash Provided by Operating Activities
|
|
|
|
$
|
1,109
|
|
|
|
|
$
|
1,207
|
|
|
|
|
|
|
$
|
4,133
|
|
|
|
|
$
|
3,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV Latin America
|
|
Reconciliation of Cash Flow Before Interest and Taxes
2
and Free Cash Flow
3
to
Net Cash Provided by Operating Activities
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Cash Flow Before Interest and Taxes
|
|
|
|
$
|
81
|
|
|
|
|
$
|
32
|
|
|
|
|
|
|
$
|
238
|
|
|
|
|
$
|
329
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
(13
|
)
|
|
|
|
(14
|
)
|
|
|
|
|
|
(40
|
)
|
|
|
|
(42
|
)
|
|
Interest income
|
|
|
|
16
|
|
|
|
|
10
|
|
|
|
|
|
|
39
|
|
|
|
|
24
|
|
|
Income taxes paid
|
|
|
|
(69
|
)
|
|
|
|
(51
|
)
|
|
|
|
|
|
(242
|
)
|
|
|
|
(187
|
)
|
|
Subtotal - Free Cash Flow
|
|
|
|
15
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
(5
|
)
|
|
|
|
124
|
|
|
Add Cash Paid For:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
|
40
|
|
|
|
|
28
|
|
|
|
|
|
|
167
|
|
|
|
|
54
|
|
|
Subscriber leased equipment - subscriber acquisitions
|
|
|
|
195
|
|
|
|
|
248
|
|
|
|
|
|
|
619
|
|
|
|
|
609
|
|
|
Subscriber leased equipment - upgrade and retention
|
|
|
|
107
|
|
|
|
|
115
|
|
|
|
|
|
|
324
|
|
|
|
|
305
|
|
|
Satellites
|
|
|
|
22
|
|
|
|
|
74
|
|
|
|
|
|
|
86
|
|
|
|
|
74
|
|
|
Net Cash Provided by Operating Activities
|
|
|
|
$
|
379
|
|
|
|
|
$
|
442
|
|
|
|
|
|
|
$
|
1,191
|
|
|
|
|
$
|
1,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) and (3) - See footnotes above
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV HOLDINGS LLC (DIRECTV U.S.)
|
|
Non-GAAP Financial Measure Reconciliation and SAC Calculations
|
|
(Unaudited)
|
|
Reconciliation of Pre-SAC Margin
*
to
Operating Profit
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Operating profit
|
|
|
|
$
|
876
|
|
|
|
|
$
|
800
|
|
|
|
|
|
|
$
|
3,130
|
|
|
|
|
$
|
2,737
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriber acquisition costs (expensed)
|
|
|
|
757
|
|
|
|
|
793
|
|
|
|
|
|
|
2,017
|
|
|
|
|
2,101
|
|
|
Depreciation and amortization
|
|
|
|
375
|
|
|
|
|
353
|
|
|
|
|
|
|
1,116
|
|
|
|
|
1,225
|
|
|
Cash paid for subscriber leased equipment - upgrade and retention
|
|
|
|
(79
|
)
|
|
|
|
(91
|
)
|
|
|
|
|
|
(209
|
)
|
|
|
|
(236
|
)
|
|
Pre-SAC Margin
|
|
|
|
$
|
1,929
|
|
|
|
|
$
|
1,855
|
|
|
|
|
|
|
$
|
6,054
|
|
|
|
|
$
|
5,827
|
|
|
Pre-SAC Margin as a percentage of revenue
|
|
|
|
33.4
|
%
|
|
|
|
34.2
|
%
|
|
|
|
|
|
35.8
|
%
|
|
|
|
36.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Cash Flow Before Interest and Taxes
2
and Free Cash Flow
3
to
Net Cash Provided by Operating Activities
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Cash Flow Before Interest and Taxes
|
|
|
|
$
|
861
|
|
|
|
|
$
|
744
|
|
|
|
|
|
|
$
|
3,018
|
|
|
|
|
$
|
2,357
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
(317
|
)
|
|
|
|
(235
|
)
|
|
|
|
|
|
(665
|
)
|
|
|
|
(512
|
)
|
|
Interest income
|
|
|
|
1
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
Income taxes paid
|
|
|
|
(270
|
)
|
|
|
|
(242
|
)
|
|
|
|
|
|
(581
|
)
|
|
|
|
(691
|
)
|
|
Subtotal - Free Cash Flow
|
|
|
|
275
|
|
|
|
|
267
|
|
|
|
|
|
|
1,773
|
|
|
|
|
1,155
|
|
|
Add Cash Paid For:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
|
137
|
|
|
|
|
159
|
|
|
|
|
|
|
377
|
|
|
|
|
404
|
|
|
Subscriber leased equipment - subscriber acquisitions
|
|
|
|
184
|
|
|
|
|
222
|
|
|
|
|
|
|
462
|
|
|
|
|
546
|
|
|
Subscriber leased equipment - upgrade and retention
|
|
|
|
79
|
|
|
|
|
91
|
|
|
|
|
|
|
209
|
|
|
|
|
236
|
|
|
Satellites
|
|
|
|
23
|
|
|
|
|
35
|
|
|
|
|
|
|
139
|
|
|
|
|
83
|
|
|
Net Cash Provided by Operating Activities
|
|
|
|
$
|
698
|
|
|
|
|
$
|
774
|
|
|
|
|
|
|
$
|
2,960
|
|
|
|
|
$
|
2,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) and (3) - See footnotes above
|
|
* 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 for
DIRECTV U.S. by adding amounts under the captions “Subscriber
acquisition costs” and “Depreciation and amortization expense” to
“Operating Profit” from the Consolidated Statements of Operations
and subtracting "Cash paid for subscriber leased equipment - upgrade
and retention" from the Consolidated Statements of Cash Flows. This
financial 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. DIRECTV 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTV believes this measure is useful to investors, along with
GAAP measures (such as revenues, operating profit and net income),
to compare DIRECTV U.S.’ operating performance to other
communications, entertainment and media companies. DIRECTV believes
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.
|
|
|
|
SAC Calculation
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Subscriber acquisition costs (expensed)
|
|
|
|
$
|
757
|
|
|
|
|
$
|
793
|
|
|
|
|
|
|
$
|
2,017
|
|
|
|
|
$
|
2,101
|
|
|
Cash paid for subscriber leased equipment - subscriber acquisitions
|
|
|
|
184
|
|
|
|
|
222
|
|
|
|
|
|
|
462
|
|
|
|
|
546
|
|
|
Total acquisition costs
|
|
|
|
$
|
941
|
|
|
|
|
$
|
1,015
|
|
|
|
|
|
|
$
|
2,479
|
|
|
|
|
$
|
2,647
|
|
|
Gross subscriber additions (000's)
|
|
|
|
1,107
|
|
|
|
|
1,280
|
|
|
|
|
|
|
2,911
|
|
|
|
|
3,286
|
|
|
Average subscriber acquisition costs - per subscriber (SAC)
|
|
|
|
$
|
850
|
|
|
|
|
$
|
793
|
|
|
|
|
|
|
$
|
852
|
|
|
|
|
$
|
806
|
|