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Press release from Business Wire

DIRECTV Announces Third Quarter 2012 Results

<p> <i><b>DIRECTV Third Quarter Revenues Grow 8% to $7.42 Billion and Operating Profit before Depreciation and Amortization Increases 6% to $1.69 Billion</b></i> </p> <ul> <li class='bwlistitemmargb'> <i>Revenue increase driven by strong DIRECTV Latin America net subscriber growth of 543,000 in the third quarter coupled with 4.6% higher ARPU at DIRECTV U.S.</i> </li> <li class='bwlistitemmargb'> <i>Operating profit before depreciation and amortization propelled by 8% increase at DIRECTV U.S. to $1.25 billion</i> </li> </ul> <p> <i><b>DIRECTV Year-to-Date Free Cash Flow Increases 35% to $1.7 Billion</b></i> </p> <p> <i><b>DIRECTV's Diluted Earnings per Share Rise 29% to $0.90 and Stock Repurchases Total $1.22 Billion in the Quarter</b></i> </p>

Tuesday, November 06, 2012

DIRECTV Announces Third Quarter 2012 Results07:30 EST Tuesday, November 06, 2012 EL SEGUNDO, Calif. (Business Wire) -- DIRECTV (NASDAQ:DTV) today reported an increase in third quarter 2012 revenues of 8% to $7.42 billion, operating profit before depreciation and amortization1 (OPBDA) of 6% to $1.69 billion and operating profit of 4% to $1.07 billion compared to last year's third quarter. DIRECTV reported an increase in third quarter net income of 9% to $565 million and diluted earnings per share of 29% to $0.90 compared with the same period last year. “DIRECTV delivered another strong quarter highlighted by solid revenue, earnings and cash flow growth,” said Mike White, president and CEO of DIRECTV. “We continue to extend our position as the world's largest pay TV service with industry leading growth by leveraging the strength of our premier brands and distinctive products and services throughout the Americas." White added, "DIRECTV U.S.' third quarter results reflect successful execution of our long-term strategy to strike a more optimal balance between our top and bottom lines while DIRECTV Latin America continues to profitably increase market share in the rapidly growing Latin America pay-TV market by offering best-in-class service to both the advanced and middle market segments.” DIRECTV's Operational ReviewThird Quarter Review DIRECTV's third quarter revenues of $7.42 billion increased 8% principally due to subscriber growth at DIRECTV Latin America (DTVLA) and DIRECTV U.S., as well as higher ARPU at DIRECTV U.S. Operating profit before depreciation and amortization (OPBDA) increased 6% to $1.69 billion and operating profit increased 4% to $1.07 billion in the quarter compared with the same period last year. OPBDA and operating profit margin declined slightly in the quarter primarily due to higher customer service and general and administrative expenses at DTVLA. Also in the quarter, DIRECTV U.S. OPBDA and operating profit margins were higher as lower subscriber acquisition and general and administrative expenses, as well as relatively unchanged upgrade and retention costs were partially offset by increased programming costs including an extra week of NFL Sunday Ticket expense.                             DIRECTV Consolidated Dollars in Millions except Earnings per Common Share Three Months Ended September 30,       Nine Months Ended September 30,       2012       2011       2012       2011 Revenues       $ 7,416         $ 6,844         $ 21,686         $ 19,763   Operating Profit Before Depreciation and Amortization(1) 1,686       1,584 5,598 5,196 OPBDA 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 % Net Income Attributable to DIRECTV       565         516         2,007         1,891   Diluted Earnings Per Common Share       0.90         0.70         3.06         2.47   Capital Expenditures and Cash Flow                                       Cash paid for property and equipment       178         188         546         464   Cash paid for subscriber leased equipment - subscriber acquisitions       379         470         1,081         1,155   Cash paid for subscriber leased equipment - upgrade and retention       186         206         533         541   Cash paid for satellites       47         108         231         156   Cash Flow Before Interest and Taxes(2)       957         788         3,293         2,685   Free Cash Flow(3)       319         235         1,742         1,295     Net income attributable to DIRECTV increased 9% to $565 million and diluted earnings per share improved 29% to $0.90 compared with the third quarter of last year primarily due to the higher operating profit as well as a $72 million pre-tax non-cash loss in the third quarter of 2011 associated with the revaluation of U.S. dollar denominated net liabilities in Brazil. These changes were partially offset by higher income taxes in 2012 driven by higher pre-tax income and a lower effective tax rate in 2011 resulting from foreign tax credits not previously recognized. In addition, diluted earnings per share were favorably impacted by share repurchases made over the last twelve months. Cash flow before interest and taxes2 increased 21% to $957 million and free cash flow3 increased 36% to $319 million compared to the third quarter of 2011 primarily due to lower capital expenditures and the higher OPBDA, partially offset by lower cash generated from working capital mostly due to the timing of receivables at DIRECTV U.S. Capital expenditures decreased principally due to a reduction in leased equipment and satellite payments at DIRECTV U.S. and DTVLA. Free cash flow was also impacted by higher net interest payments primarily due to an increase in average net debt balances. Also during the quarter but not included in free cash flow was cash paid for share repurchases of $1.22 billion. In September 2012, DIRECTV U.S. issued £750 million (~$1.2 billion) principal amount of 4.375% Senior Notes due 2029 and also entered into two senior unsecured revolving credit agreements - a $1.0 billion 3.5 year credit facility and a $1.5 billion 5 year credit facility - to replace a $2.0 billion credit agreement that was terminated during the month. Both were undrawn as of the end of the quarter. Year to Date Review DIRECTV's revenues for the first nine months of 2012 of $21.69 billion increased 10% principally due to subscriber growth over the last year at DTVLA and DIRECTV U.S., as well as higher ARPU at DIRECTV U.S. DIRECTV's year to date OPBDA increased 8% to $5.60 billion and operating profit increased 11% to $3.79 billion compared with the same period of 2011. OPBDA margin declined in the period primarily due to increased customer service, upgrade and retention and subscriber acquisition costs at DTVLA. Also in the period, DIRECTV U.S. OPBDA and operating profit margins were slightly higher as lower subscriber acquisition costs and relatively unchanged customer service spending was mostly offset by higher programming costs. Operating profit margin was also favorably impacted by lower depreciation expense at DIRECTV U.S. primarily driven by an increase in the estimated depreciable life of HD set-top boxes from three years to four years implemented in July 2011. Net income attributable to DIRECTV increased 6% to $2.01 billion and diluted earnings per share improved 24% to $3.06 compared with the first nine months of 2011 primarily due to the higher operating profit and a $24 million increase in equity earnings, mostly from Sky Mexico. These were partially offset by higher income tax expense principally related to the increased earnings before tax and a lower effective tax rate in 2011 resulting from foreign tax credits not previously recognized, as well as higher interest expense resulting from higher average debt balances. Also negatively impacting the 2012 comparison was a $52 million reduction in pre-tax gains resulting from the sale of investments and a $39 million increase in charges associated with the early retirement of debt. In addition, diluted earnings per share were favorably impacted by share repurchases made over the last twelve months. Cash flow before interest and taxes increased 23% to $3.29 billion and free cash flow increased 35% to $1.74 billion compared to the first nine months of 2011 primarily due to the higher OPBDA as well as an increase in cash generated from working capital mostly related to the timing of customer receipts at DIRECTV U.S. These increases were partially offset by greater capital expenditures principally driven by increased satellite payments at both DIRECTV U.S. and DTVLA, and higher infrastructure investment at DTVLA (including $51 million towards the purchase of a building in Venezuela) partially offset by lower capital expenditures on leased equipment at DIRECTV U.S. primarily resulting from the lower gross additions. The year over year comparison also reflects decreases of $92 million and $69 million for the sale of investments and dividend receipts, respectively. In addition, free cash flow was impacted by higher interest payments related to an increase in long-term debt. Also during the first nine months of 2012 but not included in free cash flow, was cash paid for share repurchases of $3.83 billion. In addition, in March 2012 DIRECTV U.S. issued $4.0 billion of debt consisting of $1.25 billion in 2.40% Senior Notes due 2017, $1.5 billion in 3.80% Senior Notes due 2022 and $1.25 billion in 5.15% Senior Notes due 2042. In May 2012, DIRECTV redeemed $1.5 billion of its outstanding 7.625% Senior Notes due 2016. In September 2012, DIRECTV U.S. issued £750 million (~$1.2 billion) principal amount of 4.375% Senior Notes due 2029 and also entered into two senior unsecured revolving credit agreements totaling $2.5 billion to replace a $2.0 billion credit agreement that was terminated during the month. Both revolving credit agreements were undrawn as of the end of the period. SEGMENT FINANCIAL REVIEWDIRECTV U.S. SegmentThird Quarter Review In the quarter, DIRECTV U.S. revenues increased 6% to $5.77 billion compared with the third quarter of 2011 primarily due to strong ARPU growth and a larger subscriber base. Net subscriber growth of 67,000 decreased from the prior year period principally due to lower gross subscriber additions as well as an increase in the average monthly churn rate. Gross additions declined mainly due to a greater focus on higher quality subscribers and stricter credit policies, as well as lower contributions from the Telco sales channel. The higher churn rate in the quarter was principally driven by a contract dispute with a large programmer that resulted in the removal of several channels for nine days in the third quarter. ARPU increased 4.6% to $96.41 mostly due to price increases on programming packages, higher advanced service fees and an additional week of NFL Sunday Ticket revenues in the quarter, partially offset by increased promotional offers to new and existing customers. DIRECTV U.S. ended the quarter with 19.98 million subscribers compared with 19.76 million subscribers reported for the quarter ended September 30, 2011.                       DIRECTV U.S. Three Months Ended September 30,       Nine Months Ended September 30, Dollars in Millions except ARPU       2012       2011       2012       2011 Revenues       $ 5,769         $ 5,421         $ 16,915         $ 15,843   Average Monthly Revenue per Subscriber (ARPU) ($)       96.41         92.21         94.27         90.48   Operating Profit Before Depreciation and Amortization(1) 1,251       1,153 4,246       3,962 OPBDA 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 % Capital Expenditures and Cash Flow                                 Cash paid for property and equipment       137         159         377         404   Cash paid for subscriber leased equipment - subscriber acquisitions       184         222         462         546   Cash paid for subscriber leased equipment - upgrade and retention       79         91         209         236   Cash paid for satellites       23         35         139         83   Cash Flow Before Interest and Taxes(2)       861         744         3,018         2,357   Free Cash Flow(3)       275         267         1,773         1,155   Subscriber Data (in 000's except Churn)                                 Gross Subscriber Additions       1,107         1,280         2,911         3,286   Average Monthly Subscriber Churn       1.74 %       1.62 %       1.57 %       1.57 % Net Subscriber Additions       67         327         96         537   Cumulative Subscribers       19,981         19,760         19,981         19,760     Third quarter OPBDA increased 8% to $1.25 billion and OPBDA margin improved to 21.7% principally due to lower subscriber acquisition costs related to the reduction in gross additions, reduced general and administrative expenses primarily due to lower bad debt expense and relatively unchanged retention and upgrade costs. These improvements were partially offset by higher programming costs mostly related to programming supplier rate increases, as well as an extra week of NFL Sunday Ticket expense in the quarter. Operating profit increased 10% to $876 million and operating profit margin increased to 15.2% in the third quarter mainly due to the OPBDA and OPBDA margin improvements. DIRECTV Latin America DIRECTV Latin America owns approximately 93% of Sky Brasil, 41% of Sky Mexico and 100% of PanAmericana, which covers most of the remaining countries in the region. Sky Mexico, whose results are accounted for as an equity method investment and therefore are not consolidated by DTVLA, had approximately 4.88 million subscribers as of September 30, 2012, bringing the total subscribers in the region to 14.55 million.                       DIRECTV Latin America Three Months Ended September 30,       Nine Months Ended September 30, Dollars in Millions except ARPU       2012       2011       2012       2011 Revenues       $ 1,577         $ 1,356         $ 4,570         $ 3,724   Average Monthly Revenue per Subscriber (ARPU) ($)       55.97         64.63         57.83         63.58   Operating Profit Before Depreciation and Amortization(1) 455       434 1,368       1,241 OPBDA Margin(1)       28.9 %       32.0 %       29.9 %       33.3 % Operating Profit 221 236 694 696 Operating Profit Margin       14.0 %       17.4 %       15.2 %       18.7 % Capital Expenditures and Cash Flow                                 Cash paid for property and equipment       40         28         167         54   Cash paid for subscriber leased equipment - subscriber acquisitions       195         248         619         609   Cash paid for subscriber leased equipment - upgrade and retention       107         115         324         305   Cash paid for satellites       22         74         86         74   Cash Flow Before Interest and Taxes(2)       81         32         238         329   Free Cash Flow(3)       15         (23 )       (5 )       124   Subscriber Data(4) (in 000's except Churn)                                 Gross Subscriber Additions       1,081         957         3,234         2,545   Average Monthly Total Subscriber Churn       1.91 %       1.83 %       1.84 %       1.83 % Average Monthly Post-paid Subscriber Churn       1.54 %       1.39 %       1.51 %       1.42 % Net Subscriber Additions       543         574         1,781         1,473   Cumulative Subscribers       9,666         7,281         9,666         7,281     Third Quarter Review In the third quarter, DTVLA revenues increased 16% to $1.58 billion compared to the same period last year principally due to strong subscriber growth partially offset by a 13.4% decline in ARPU. Net additions of 543,000 were modestly lower than the year ago period as increased gross additions were more than offset by higher average monthly churn on the larger subscriber base. Gross additions increased 13% to a third quarter record of 1.08 million principally due to greater middle market demand across the region, most notably in Argentina, Colombia and Brazil. Also in the quarter, average monthly post-paid churn increased to 1.54% and total average monthly churn increased to 1.91% primarily driven by higher churn in Brazil mostly related to the increased penetration of middle market subscribers. The decline in ARPU to $55.97 was due to unfavorable exchange rates, mainly in Brazil and Argentina. Excluding the impact of exchange rates, ARPU increased slightly in the quarter principally due to price increases and more upgrades including advanced services, partially offset by the higher penetration of lower ARPU middle market subscribers. DIRECTV Latin America's third quarter 2012 OPBDA increased 5% to $455 million compared to the year ago period. OPBDA margin declined due in part to higher customer service expenses reflecting the larger subscriber base in both Brazil and PanAmericana, as well as higher costs related to serving middle market customers in Brazil. Also impacting the comparison in PanAmericana was higher general and administrative and subscriber services costs mostly resulting from inflationary pressure on labor costs, increased programming costs principally associated with the Olympics, as well as higher subscriber acquisition costs driven by record prepaid gross additions. Third quarter operating profit declined 6% to $221 million and operating profit margin declined primarily due to the lower OPBDA margin. CONFERENCE CALL INFORMATION A live webcast of DIRECTV's third quarter 2012 earnings call will be available on the company's website at www.directv.com/investor. The webcast will begin at 2:00 p.m. ET, today November 6, 2012. Access to the earnings call is also available in the United States by dialing (888) 219-1420 and internationally by dialing (913) 312-0420. The conference ID number is 4983786. A replay of the call can be accessed by dialing (888) 203-1112 in the U.S. and (719) 457-0820 internationally. The replay pass code is 4983786. The replay will be available from 3:00 p.m. PT, Tuesday, November 6 through 9:59 p.m. PT, Tuesday, November 13, and will also be archived on our website at www.directv.com/investor. FOOTNOTES (1) Operating profit 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 GAAP. Please see DIRECTV's Annual Report on Form 10-K for the year ended December 31, 2011 for further discussion of operating profit 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) Cash flow before interest and taxes, 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”, “Cash paid for satellites”, “Cash paid for subscriber leased equipment - subscriber acquisitions” and “Cash paid for subscriber leased equipment - upgrade and retention” from “Net cash provided by operating activities” from the Consolidated Statements of Cash Flows and adding back net interest paid and “Cash paid for income taxes”. 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. DIRECTV management uses cash flow before interest and taxes to evaluate the cash generated by our current subscriber base, net of capital expenditures, and excluding the impact of interest and taxes, for the purpose of allocating resources to activities such as adding new subscribers, retaining and upgrading existing subscribers, for additional capital expenditures and as a measure of performance for incentive compensation purposes. We believe this measure is useful to investors, along with other GAAP measures (such as cash flows from operating and investing activities), to compare our operating performance to other communications, entertainment and media companies. We believe that investors also use current and projected cash flow before interest and taxes 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. (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”, “Cash paid for satellites”, “Cash paid for subscriber leased equipment - subscriber acquisitions”, and “Cash paid for subscriber leased equipment - upgrade and retention” from “Net cash provided by operating activities” from 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. DIRECTV management uses free cash flow to evaluate the cash generated by our 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, for additional capital expenditures and as a measure of performance for incentive compensation purposes. We believe this measure is useful to investors, along with other GAAP measures (such as cash flows from operating and investing activities), to compare our 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. (4) DIRECTV Latin America subscriber data exclude subscribers of the Sky Mexico service. In addition, DTVLA gross and net additions exclude 7,000 video subscribers acquired in the third quarter, 2012 and 14,000 video subscribers acquired in the first nine months of 2012 in recent transactions. DTVLA cumulative subscriber counts include these acquired customers. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS NOTE: This presentation 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 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,” “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: increased competition; increasing programming costs and our ability to renew programming contracts under favorable terms; increased subscriber churn or subscriber upgrade and retention costs; potential material increase in subscriber acquisition costs; general economic conditions; risks associated with doing business internationally, which for DIRECTV Latin America include political and economic instability and foreign currency exchange rate volatility and controls; pace of technological development; potential intellectual property infringement; loss of key personnel; satellite construction or launch delays; satellite launch and operational risks; loss of a satellite; theft of satellite programming signals; U.S. and foreign governmental and regulatory action; ability to maintain licenses and regulatory approvals; significant debt; indemnification obligations; reliance on network and information systems; and the outcome of legal proceedings. We may face other risks described from time to time in periodic reports filed by us with the U.S. Securities and Exchange Commission. 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.                             DIRECTVCONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in Millions, Except Per Share Amounts)(Unaudited)   Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2012       20112012       2011Revenues       $ 7,416         $ 6,844             $ 21,686         $ 19,763     Operating costs and expenses Costs of revenues, exclusive of depreciation and amortization expense Broadcast programming and other 3,288 2,926 9,249 8,212 Subscriber service expenses 566 500 1,592 1,415 Broadcast operations expenses 103 99 310 289 Selling, general and administrative expenses, exclusive of depreciation and amortization expense Subscriber acquisition costs 944 962 2,549 2,524 Upgrade and retention costs 382 365 1,056 973 General and administrative expenses 447 408 1,332 1,154 Depreciation and amortization expense       618         554             1,811         1,781   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 common shares outstanding (in millions): Basic 624 732 651 762 Diluted 629 737 655 767                             DIRECTVCONSOLIDATED BALANCE SHEETS(Dollars in Millions)(Unaudited)   ASSETS       September 30, 2012                   December 31, 2011Current assets Cash and cash equivalents $ 2,421 $ 873 Accounts receivable, net of allowances of $91 and $79 2,583 2,474 Inventories 377 280 Deferred income taxes 66 62 Prepaid expenses and other       383                     552   Total current assets 5,830 4,241 Satellites, net 2,288 2,215 Property and equipment, net 5,706 5,223 Goodwill 4,066 4,097 Intangible assets, net 821 909 Investments and other assets       1,642                     1,738   Total assets       $ 20,353                     $ 18,423     LIABILITIES AND STOCKHOLDERS' DEFICIT                             Current liabilities Accounts payable and accrued liabilities $ 4,203 $ 4,210 Unearned subscriber revenues and deferred credits       674                     533   Total current liabilities 4,877 4,743 Long-term debt 17,162 13,464 Deferred income taxes 1,672 1,771 Other liabilities and deferred credits 1,377 1,287 Commitments and contingenciesRedeemable noncontrolling interest 265 265 Stockholders' deficit       (5,000 )                   (3,107 ) Total liabilities and stockholders' deficit       $ 20,353                     $ 18,423                             DIRECTVCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in Millions)(Unaudited)   Nine Months EndedSeptember 30,         2012                 2011Cash Flows From Operating Activities Net income $ 2,029 $ 1,913 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 1,811 1,781 Amortization of deferred revenues and deferred credits (54 ) (27 ) Share-based compensation expense 77 76 Equity in earnings from unconsolidated affiliates (107 ) (83 ) Net foreign currency transaction (gain) loss 32 46 Dividends received 28 97 Gain on sale of investments (11 ) (63 ) Deferred income taxes 41 179 Excess tax benefit from share-based compensation (30 ) (25 ) Other 76 32 Change in other operating assets and liabilities: Accounts receivable 15 (104 ) Inventories (97 ) (66 ) Prepaid expenses and other 146 (140 ) Accounts payable and accrued liabilities (143 ) (126 ) Unearned subscriber revenue and deferred credits 139 74 Other, net       181                   47   Net cash provided by operating activities       4,133                   3,611   Cash Flows From Investing Activities 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 )                 (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                                 DIRECTVSELECTED SEGMENT DATA(Dollars in Millions)(Unaudited)   Three Months EndedSeptember 30,Nine Months EndedSeptember 30,         2012       2011           2012       2011DIRECTV 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 EndedSeptember 30,Nine Months EndedSeptember 30,2012       20112012       2011Revenues       $ 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, 2011Current 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 contingenciesOwner'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 EndedSeptember 30,         2012                 2011Cash 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)   DIRECTVReconciliation of Operating Profit Before Depreciation and Amortization to Operating Profit*       Three Months EndedSeptember 30,           Nine Months EndedSeptember 30,2012       20112012       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.     DIRECTVReconciliation of Cash Flow Before Interest and Taxes2 and Free Cash Flow3 toNet Cash Provided by Operating Activities       Three Months EndedSeptember 30,           Nine Months EndedSeptember 30,2012       20112012       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 AmericaReconciliation of Cash Flow Before Interest and Taxes2 and Free Cash Flow3 toNet Cash Provided by Operating Activities       Three Months EndedSeptember 30,           Nine Months EndedSeptember 30,2012       20112012       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 EndedSeptember 30,Nine Months EndedSeptember 30,2012       201120122011 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 Taxes2 and Free Cash Flow3 toNet Cash Provided by Operating ActivitiesThree Months EndedSeptember 30,Nine Months EndedSeptember 30,2012201120122011 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 CalculationThree Months EndedSeptember 30,Nine Months EndedSeptember 30,2012201120122011 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   DIRECTVMedia Contact: Darris Gringeri, (212) 205-0882Investor Relations: (310) 964-0808