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Michael PalkovicChief Financial Officer, DIRECTV

13th Annual Merrill Lynch Media & Entertainment 2006 Fall Preview Conference

September 12th, 2006

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Cautionary StatementThis 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 of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,”“estimate,” “anticipate,” “intend,” “plan,” “foresee,” “project” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from those expressed or implied by the relevant forward-looking statement. Such risks and uncertainties include, but are not limited to: economic conditions; product demand and market acceptance; ability to simplify aspects of our business model; improve customer service; create new and desirable programming content and interactive features; achieve anticipated economies of scale; government action; local political or economic developments in or affecting countries where we have operations, including political, economic and social uncertainties in many Latin American countries in which DTVLA operates; foreign currency exchange rates; competition; the outcome of legal proceedings; ability to achieve cost reductions; ability to renew programming contracts under favorable terms; technological risk; limitations on access to distribution channels; the success and timeliness of satellite launches; in-orbit performance of satellites, including technical anomalies; loss of uninsured satellites; theft of satellite programming signals; and our ability to access capital to maintain our financial flexibility; and we may face other risks described from time to time in periodic reports filed by us with the SEC.

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Non-GAAP FinancialsThis presentation includes financial measures that are not determined in accordance with accounting principles generally accepted in the United States of America, or GAAP, such as Operating Profit before Depreciation and Amortization, Free Cash Flow, Pre-SAC margin and Cash Flow before Interest and Taxes. These financial measures should be used in conjunction with other GAAP financial measures and are not presented as an alternative measure of operating results, as determined in accordance with GAAP. DIRECTV management uses these measures to evaluate the profitability of DIRECTV U.S.’ 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. A reconciliation of these measures to the nearest GAAP measure is posted on our website.

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Solid 2nd Quarter Results2Q 2006 2Q 2005 Change

Revenue $3.32B $2.96B +12%

+93%+43%

Cash Flow Before Interestand Taxes

$450M $154M +192%

+6%

SAC $642 $646 -

Monthly Churn 1.59% 1.69% (10 basis pts.)

Operating Profit BeforeDepreciation & Amortization

Excluding Lease Accounting$977M$724M

$505M$505M

ARPU $71.59 $67.79

DIRECTV U.S.

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DIRECTV Market Share

5%

10%

15%

20%

2001 2002 2003 2004 2005 2006E

Cable ramps-upVideo-on-Demand

Cable ramps-upBroadband

Cable ramps-upHigh Definition

Cable ramps-up VOIP

DIRECTV has Maintained or Increased its Share of Industry Gross Additions Despite the Launch of New Cable Services

DTV

Sha

re o

f Ind

ustry

Gro

ss A

dds

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Improving Subscriber Quality(Residential Subscribers)

Q1 Q2 Q3 Q4 Q1 Q2

Higher Risk

Lower Risk

2005

39%

61%

30%

70%

24%

76%

18%

82%

14%

86%

# of Higher Risk Gross Adds

430K 275K 255K 170K 125K

# of Lower Risk Gross Adds

660K 640K 785K 740K 745K

2006

85%

15%

120K

710K

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Higher Quality Subscribers = Lower Churn

Key Factors2Q

20062Q

2005Lower Involuntary Churn .53% .71%

Lower Churn from 1st Year Subscribers 2.2% 2.7%

Monthly Churn

1.49%

1.45%

1.69%

1.89%

1.70%

1.59%

1Q 2Q 3Q 4Q

2005 Monthly Churn2006 Monthly Churn

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Continued Strong ARPU Growth• DIRECTV continues to generate industry-leading ARPU

driven by price increases and: • Unique and differentiated programming• DVR and HD services• Advertising revenues

• A few recent examples:• First–ever Interactive TV content

for MLB:- Up-to-the-minute statistics, box

scores and scoreboards- Bonus Cam

• Player Tracker• Red Zone Channel• Game Mix• Short Cuts

• First–ever Interactive TV coverage of a major U.S. tennis event:- Mix Channel (up to 5 matches

simultaneously) - Statistics and info on demand

• CD USA• Network Live

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Increasing Sales of HD and DVRs

Q1 Q2 Q3 Q4 Q1 Q2

HD SubsDVR Subs

Penetration of Total Subscriber Base

2005 2006

16%17%

19%21%

24%25%

Penetration of New Subscribers(% of Gross Adds)

2Q 2Q2006 2005

DVR 17% 8%HD 6% 2%Total 23% 10%

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HD Local Market RolloutToday: 39 Markets Reaching 60%

of U.S. TV HHsAtlantaBostonChicagoDallas-Ft WorthDetroitHoustonLos AngelesNew YorkPhiladelphiaSan FranciscoTampa Washington, D.CBirminghamColumbusKansas CityMinneapolisNashvillePittsburghSacramentoSan Diego

MilwaukeePhoenixSalt Lake CitySt. LouisIndianapolisSeattleBaltimoreCharlotteClevelandDenverFresnoHartfordMiamiOrlandoRaleighW. Palm BeachMemphisSan AntonioPortland

2H 2006 HD Market Launches• Over 20 additional markets bringing the

cumulative total to more than 70% of U.S. TV HHs

2H 2007 HD Market Launches• Capacity to reach 100% of U.S. TV HHs- 1500 local HD channels- 150 national HD channels

• Positions DIRECTV to have the most HD capacity in the U.S.

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Stabilizing Subscriber Acquisition Costs Q2

2006Q2

20053-YearTrend Comments

Hardware $230 $250 Higher

Flat

Flat

Flat

$650-$700

Installation 160 160

Higher sales of HD and DVR receivers partially offset by set-top cost reductions and lease program benefits

More complex installations offset by improved efficiencies/technologies

Commission/Direct Sales

180 180Higher dealer incentives for quality subs offset by higher upfront fees, dealer chargebacks and Direct Sales efficiencies

Marketing dollars roughly proportional to gross adds

Total $640

Marketing 70 50

$640

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Controlling Upgrade and Retention CostsQ2

2006Q2

20052-3 Yr.Trend Comments

HD/DVRs $100M $50M Higher

Lower

Flat to Slightly Higher

$1.1B-1.2B/year(excluding MPEG-4 swaps)

Basic Boxes/ Local ChannelUpgrades

40 60

Higher sales of HD and DVR receivers partially offset by set-top cost reductions and lease program benefits

Cumulative STBs/home of 2.4 is approaching national average of 2.6; SD local upgrade program is winding down

Movers program should be roughly proportionate to revenues; other programs are largely discretionary

Total $240M

Movers/OtherPrograms

100 110

$220M

Note: MPEG-4 HD swap program expected to cost $300-400M over 2-3 years

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DIRECTV U.S. Capital Expenditures*

2004 2005 2006E 2007E 2008E

HD GroundMaintenanceSatellites

$672M

$782M

$300-400M

*Excludes lease program

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DIRECTV Latin AmericaA Great Opportunity to Unlock Value

Subs ARPU SACMonthlyChurn Value/Sub Value

BSkyB 8.2M $60 $450 – 475 0.9% $1,950 $ 16.0B

Sky Italia 3.8M $55 $300 – 325 0.8% $1,700(1) $ 6.5BSky Mexico 1.4M $40 $260 – 320 1.0% $2,000(1) $ 2.7BDIRECTV Latin America(2) 2.6M $40 $300 – 350 1.5% - -

DIRECTV U.S 15.5M $70 $650 – 700 1.6% $1,550 $ 23.2B

EchoStar 12.5M $60 $675 – 725 1.7% $1,450 $ 18.0B

(1) Analyst consensus (these companies are not publicly traded)(2) Excludes Sky Mexico

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DIRECTV Latin AmericaPotential Valuation

Region Owner-ship %

Reported Subs

Attributable Subs

PanAmericana 100% 1.3 M 1.3 MBrazil 74% 1.3 M 1.0 MMexico 41% 1.4 M 0.6 M

Total 4.0 M 2.9 M

Value/Sub Value Value/Share$500 $1.5 B $1

$1,000 $2.9 B $2$1,500 $4.4 B $4$2,000 $5.8 B $5

DIRECTV Latin America’s Attributable Subscribers (1)

DIRECTV Latin America’s Potential Valuation(assumes 2.9M attributable subs)

(1) Excludes effect of Darlene’s minority interest

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Strong Balance Sheet• $1.4.B net debt position as of 2Q 2006:

Total Debt $3.4BCash and Short Term Inv. $2.0BNet Debt $1.4B

• Repurchased approximately 176M shares for $2.8B (as of the 2Q Earnings Call on August 8th, 2006)– Stock buyback program authorized for $3B

• Expect significant cash flow growth

• Current credit rating provides significant borrowing capacity

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Summary

• Leading digital multichannel TV service provider– 100% digital platform– Unique and exclusive programming– New products/services expected to further differentiate

• Strong revenue, OPBD&A and subscriber growth– Increasing margins due to cost controls and operating leverage

• Significant upside potential at DIRECTV Latin America

• Strong balance sheet with substantial liquidity

DIRECTV is poised for significant cash flow growth

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Non-GAAP Financial Reconciliation Schedules

2006 2005

Operating Profit Before Depreciation and Amortization $ 976.3 $ 504.6

Subtract: Depreciation and amortization expense 202.0 171.4

Operating Profit $ 774.3 $ 333.2

2006 2005

Cash Flow before Interest and Taxes $ 449.5 $ 153.8 Adjustments: Cash paid for interest (50.3) (31.2) Interest income 17.3 3.7 Income taxes refunded (paid) (192.5) - Subtotal - Free Cash Flow 224.0 126.3 Add Cash Paid For: Property and equipment 121.3 102.5 Subscriber leased equipment - subscriber acquisitions 153.0 - Subscriber leased equipment - upgrade and retention 99.5 - Satellites 48.6 95.2 Net Cash Provided by Operating Activities $ 646.4 $ 324.0

Net Cash Provided by Operating Activities

DIRECTV Holdings LLC (U.S.)Reconciliation of Operating Profit Before Depreciation and Amortization to Operating Profit

Three Months EndedJune 30,

(Dollars in Millions)

Reconciliation of Cash Flow before Interest and Taxes and Free Cash Flow to DIRECTV Holdings LLC (U.S.)

(Dollars in Millions)

Three Months EndedJune 30,