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DIRECTV Holdings, Inc. est une société américaine de télévision par satellite fournissant des services de divertissement vidéo et audio à des clients résidentiels et commerciaux aux États-Unis, en Amérique latine et dans les Caraïbes, opérant principalement sous les marques DIRECTV et AT&T.

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424B2 1 a2202440z424b2.htm 424B2
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Table of Contents
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee(1)

3.500% Senior Notes due 2016

$1,500,000,000

$174,150

5.000% Senior Notes due 2021

$1,500,000,000

$174,150

6.375% Senior Notes due 2041

$1,000,000,000

$116,100

Guarantees of 3.500% Senior Notes
due 2016(2)

--

--

Guarantees of 5.000% Senior Notes
due 2021(2)

--

--

Guarantees of 6.375% Senior Notes
due 2041(2)

--

--

(1)
The aggregate filing fee of $464,400 is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate registration fee is payable for the guarantees.
Prospectus Supplement, dated March 7, 2011

FILED PURSUANT TO RULE 424(B)(2)
(To Prospectus dated March 7, 2011)
REG. STATEMENT NO. 333-172641
DIRECTV Holdings LLC
DIRECTV Financing Co., Inc.
$1,500,000,000 3.500% Senior Notes due 2016
$1,500,000,000 5.000% Senior Notes due 2021
$1,000,000,000 6.375% Senior Notes due 2041
The 3.500% Senior Notes will mature on March 1, 2016. The 5.000% Senior Notes will mature on March 1, 2021. The 6.375% Senior Notes will mature on March 1, 2041. The
3.500% 2016 Notes, the 5.000% 2021 Notes and the 6.375% 2041 Notes are referred to in this prospectus supplement collectively as the "notes." Interest will accrue on the notes from
March 10, 2011. We will pay interest on the notes on March 1 and September 1 of each year, beginning on September 1, 2011.
We may redeem some or all of the notes at any time prior to their maturity at the "make whole" price discussed under "Description of notes--Optional redemption". As described
under "Description of notes--Change of control and rating decline," if we experience specific kinds of changes of control accompanied by a rating decline, we will be required to offer
to purchase the notes from holders.
The notes and the guarantees will be the unsecured senior obligations of the issuers and the guarantors and will rank equally in right of payment with all of the issuers' and the
guarantors' existing and future senior debt and will rank senior in right of payment to all of the issuers' and the guarantors' future subordinated debt, if any. The notes will be guaranteed
by each of our material existing and certain of our future domestic subsidiaries. The notes are effectively subordinated to any obligations secured by liens, to the extent of the value of
the assets subject to those liens.
The notes will not be listed on any exchange or quoted on any automated dealer quotation system. Currently, there is no public market for the notes.
Investing in the notes involves risks. See "Risk factors" beginning on page S-12 herein for a discussion of
factors you should consider carefully before investing in the notes.
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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per 3.500% Senior Note
Per 5.000% Senior Note
Per 6.375% Senior Note

due 2016

due 2021

due 2041

Total

Price to public(1)

99.811%

99.559%

99.949%

$3,990,040,000

Underwriting discounts

.350%

.450%

.875%

$20,750,000

Proceeds to DIRECTV Holdings and DIRECTV
Financing (before expenses)

$1,491,915,000

$1,486,635,000

$990,740,000

$3,969,290,000

(1)
Plus accrued interest, if any, from March 10, 2011, if settlement occurs after that date.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company and its participants on or about March 10, 2011.
Joint Book-Running Managers
Credit Suisse
Morgan Stanley
Barclays Capital
RBS
UBS Investment Bank
Co-Managers
BofA Merrill Lynch
Citi
Goldman, Sachs & Co.

J.P. Morgan
Santander BBVA Securities Credit Agricole CIB
Deutsche Bank Securities Mitsubishi UFJ Securities Mizuho Securities USA Inc.

HSBC

Lloyds Securities Inc.
US Bancorp
Table of Contents
Table of Contents

Page

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INCORPORATION BY REFERENCE
S-iii
MARKET DATA
S-iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-12
USE OF PROCEEDS
S-28
CAPITALIZATION
S-29
DESCRIPTION OF OTHER INDEBTEDNESS
S-30
DESCRIPTION OF NOTES
S-33
BOOK-ENTRY SETTLEMENT AND CLEARANCE
S-51
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
S-54
UNDERWRITING
S-60
LEGAL MATTERS
S-63
EXPERTS
S-63
PROSPECTUS

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION BY REFERENCE

2
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PROSPECTUS SUMMARY

3
RISK FACTORS

3
FORWARD-LOOKING STATEMENTS

4
RATIO OF EARNINGS TO FIXED CHARGES

5
USE OF PROCEEDS

5
DESCRIPTION OF SECURITIES

5
PLAN OF DISTRIBUTION

5
LEGAL MATTERS

6
EXPERTS

6
S-i
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About this prospectus supplement
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to
and updates information contained in the accompanying prospectus and the documents incorporated by reference into the prospectus. The second
part, the accompanying prospectus, gives more general information, some of which does not apply to this offering.
If the description of this offering or the notes or any other information varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information contained in or incorporated by reference into this prospectus supplement. You should also read and
consider the additional information under the captions "Where you can find more information" and "Incorporation by reference" in this prospectus
supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus and in any free writing prospectus with respect to the offering filed by us with the U.S. Securities and Exchange Commission,
or the SEC. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in
this prospectus supplement, the accompanying prospectus, any free writing prospectus with respect to the offering filed by us with the
SEC and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
The underwriters are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the
accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the notes and the
distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and
the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy,
any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
Where you can find more information
We file annual, quarterly and current reports, and other information with the SEC. We also have filed with the SEC a registration statement on
Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, with respect to our registered debt securities. This prospectus
supplement, which is a part of the registration statement, omits certain information included in the registration statement and in its exhibits. For
further information relating to us and the notes, we refer you to the registration statement and its exhibits. The descriptions of each contract and
document contained in this prospectus supplement are summaries and qualified in their entirety by reference to the copy of that contract or
document filed as an exhibit to the registration statement. You may read and copy the registration statement, including its exhibits, at the SEC's
Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants like us who file electronically with the SEC.
You should rely only upon the information provided in or incorporated by reference in this prospectus supplement. We have not authorized
anyone to provide you with different information. You
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should not assume that the information in or incorporated by reference in this prospectus is accurate as of any date other than the dates specified in
this prospectus supplement.
Incorporation by reference
We are "incorporating by reference" information we file with the SEC, which means:
·
incorporated documents are considered part of this prospectus supplement;
·
we can disclose important information to you by referring you to those documents; and
·
information that we file later with the SEC automatically will update and supersede information contained in this prospectus
supplement.
We are incorporating by reference the following documents which we have previously filed with the SEC:
(1) our Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 25, 2011;
(2) our Current Report on Form 8-K filed with the SEC on February 10, 2011; and
(3) any of our future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the
Exchange Act, until our offering is completed; provided that this prospectus supplement will not incorporate any information that we may
furnish to the SEC under Item 2.02 or Item 7.01 of Form 8-K.
Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this
prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement
contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this
prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
You can obtain copies of the documents incorporated by reference in this prospectus supplement without charge through our website
(www.directv.com), or by requesting them in writing or by telephone at the following addresses:
DIRECTV Holdings LLC
2230 East Imperial Highway
El Segundo, CA 90245
Attn: Investor Relations
Market data
In this prospectus supplement, we rely on and refer to information regarding market data obtained from internal surveys, market research,
publicly available information and industry publications. Although we believe the information is reliable, we cannot guarantee the accuracy or
completeness of the information and have not independently verified it.
Disclosure regarding forward-looking statements
This prospectus supplement and documents incorporated by reference herein and in other materials we have filed or may file with the SEC,
contain or may contain certain statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of
various provisions of the Securities Act and of the Exchange Act. These forward-looking statements generally
S-iii
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can be identified by use of statements that include phrases such as we "believe," "expect," "estimate," "anticipate," "intend," "plan," "foresee,"
"project" or other similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make
related to our business strategy and regarding our outlook for 2011 financial results, liquidity and capital resources.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you
therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of
future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include
economic, business, competitive, national or global political, market and regulatory conditions and other risks, each of which is described in more
detail under "Risk factors" in this prospectus supplement. Any forward looking statement included or incorporated by reference in this prospectus
supplement speaks only as of the date of this prospectus supplement. Factors or events that could cause our actual results to differ may occur and it
is not possible for us to predict them all. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required by law. You should read carefully the section of this prospectus supplement
under the heading "Risk factors" beginning on page S-12.
We own or have rights to use various copyrights, trademarks, service marks and trade names used in our business. These include the United
States registered marks DIRECTV, DIRECTV Cinema, MyDIRECTV and the DIRECTV Cyclone Design. This prospectus supplement also
includes copyrights, trademarks, service marks and trade names of other companies which are the property of their respective holders.
S-iv
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Summary
In this prospectus supplement, "DIRECTV Holdings," "DIRECTV U.S.," "we," "our" and "us" refer to DIRECTV Holdings LLC and its
subsidiaries, unless otherwise indicated or the context otherwise requires. We are a wholly-owned subsidiary of The DIRECTV Group, Inc., which
we sometimes refer to as "DIRECTV Group" which, in turn, is a wholly-owned subsidiary of DIRECTV, which we sometimes refer to as DIRECTV
or "Parent." We consist of DIRECTV Enterprises, LLC and its wholly-owned subsidiaries and DIRECTV Financing Co., Inc., which we sometimes
refer to as "DIRECTV Financing." This is only a summary and does not contain all of the information that may be important to you. You should
read the entire prospectus supplement, including the section entitled "Risk factors" and you should read the documents incorporated by reference
into this prospectus supplement, including "Management's discussion and analysis of financial condition and results of operations" and our
consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2010 filed
with the SEC, which we refer to as our "Form 10-K," before making an investment decision.
We acquire, promote, sell and distribute digital entertainment programming via satellite to residential and commercial subscribers. We are the
largest provider of direct-to-home, or DTH, digital television services and the second largest provider in the multi-channel video programming
distribution, or MVPD, industry in the United States, in each case based on the number of subscribers. We provide our subscribers with access to
hundreds of channels of digital-quality picture and sound programming that we transmit directly to subscribers' homes or businesses via high-
powered geosynchronous satellites. As of December 31, 2010, we had over 19.2 million subscribers. For the fiscal year ended December 31, 2010,
we generated revenues of $20.3 billion and had Operating Profit Before Depreciation and Amortization, or OPBDA, of $5.2 billion.
We believe we provide one of the most extensive collections of programming available in the MVPD industry, including over 160 national
high-definition, or HD, television channels and four dedicated 3D channels. In addition, we offer a video-on-demand, or VOD service, named
DIRECTV CINEMATM, which provides a selection of over 6,000 movie and television programs to our broadband-connected subscribers. As of
December 31, 2010, we provided local channel coverage in HD to markets covering over 95% of U.S. television households. In addition, we
provided local channel coverage in standard definition to markets representing approximately 98% of U.S. television households.
We also provide premium professional and collegiate sports programming such as the NFL SUNDAY TICKETTM package, which allows
subscribers to view the largest selection of NFL games available each Sunday during the regular season. Under our contract with the NFL, we have
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exclusive rights to provide this service through the 2014 season, including rights to provide related broadband, HD, interactive and mobile
services.
To subscribe to the DIRECTV® service, subscribers sign up for our service through us, our national retailers, independent satellite television
retailers or dealers, or regional telephone companies, which we refer to as telcos. We or one of our home service providers or dealers install the
receiving equipment. The receiving equipment consists of a small receiving satellite dish antenna, one or more digital set-top receivers, which are
typically leased to the subscriber, and remote controls, which we refer to as a DIRECTV® System. After acquiring and installing a DIRECTV
System, subscribers activate the DIRECTV service by contacting us and subscribing to one of our programming packages.
Our key strengths
Our business is characterized by the following key strengths:
·
large subscriber base;
·
leading brand name;
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·
substantial channel capacity and programming content;
·
high-quality digital picture and sound, including HD programming;
·
sales and marketing;
·
technology;
·
strong customer service; and
·
valuable orbital slots and satellite-based technology.
Our business strategy
Our vision is to provide customers with the best video experience in the United States both inside and outside of the home by offering
subscribers unique, differentiated and compelling programming through leadership in content, technology and customer service. Our strategy
involves (1) strengthening our core business, (2) delivering the best "anytime, anywhere" experience--both inside and outside of the home,
(3) building new revenue streams and (4) enhancing productivity.
·
Strengthen the Core Business. To fulfill our goals, we believe we have to strengthen our core business in several key areas
including (1) delighting our customers in all our service interactions, (2) enhancing customer targeting and segmentation and
(3) strengthening our bundled offers and capabilities.
·
Delight Our Customers in All Service Interactions; Improve our Loyalty and Retention Programs. Due in part to the higher costs
to acquire new subscribers in an increasingly mature industry, it is even more important to focus on delighting all of our customers
as we strive to reduce churn. We believe an important part of this strategy is to increase customer satisfaction through all service
interactions including the initial installation and any subsequent communications, service or upgrade transactions. Another
important part of our strategy is to improve our loyalty and retention programs, particularly for our most tenured and valuable
customers.
·
Enhance Customer Targeting. As the market for video services becomes increasingly competitive, it is important that we have a
better understanding of and focus on our customers' needs and desires. We will use segmentation analysis to better target new
customers based on demographic, geographic and customer information to more profitably and effectively provide our customers
with the products and services they desire.
·
Strengthen Our Bundled Offers and Capabilities. Bundled video, telephone and broadband services continue to grow in popularity
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as consumers look for ways to reduce costs in a challenging economy. Currently we have agreements with most of the major telco
companies nationwide to offer bundles which include the DIRECTV service. However, in the future, we believe we will need to
work more closely with broadband providers to make our bundles more seamless, offer broadband services with higher speeds and
improve joint marketing efforts so that a greater percentage of our customers can enjoy the benefits of a bundle.
·
Deliver the Best "Anytime, Anywhere" Experience Both Inside and Outside of the Home. To provide the best video experience
both inside and outside of the home, we will be focusing on (1) expanding our Whole-Home DVR and time-shifting capabilities,
(2) connecting our subscribers' set-top boxes to broadband service, (3) launching a new user interface to support multi-screen
applications and services, (4) enhancing our entertainment portal and (5) providing portable access to DVR content.
·
Expand Whole-Home DVR and Time-Shifting Capabilities. We believe that consumers are looking for more features and
functionality in their TV viewing, particularly in terms of place
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and time shifting. For this reason, in 2011 we expect to expand the availability of our Whole-Home DVR. We plan on continuing to
expand our time and place shifting capabilities with new services including the expansion of our pay-per-view and VOD movie
offerings, as well as providing the ability for customers to retrieve content that was broadcast at a previous time.
·
Connect Customer HD-DVRs to the Internet. Connecting our customers' receivers to broadband service is strategically important
because it greatly enhances the video experience. For example, a connected receiver provides our customers with access to
(1) thousands of additional movies and shows, (2) music, video, and pictures stored on their computers and (3) personalized "TV
Apps" that provide real-time information such as favorite sports teams, local traffic or weather reports. In the future, broadband-
connected receivers will also facilitate access of DIRECTVTM programming services on mobile devices and the ability to search for
web-based video such as YouTube® on a customer's television. Another focus for our company will be to provide more social
networking applications whereby, for example, customers can interact with friends while watching DIRECTV by accessing their
Twitter® or Facebook® account via the television or portable device.
·
Launch New User Interface to Support Multi-Screen Applications and Services. Given the importance of the User Interface, or UI,
and guide to our customers to provide a friendly and fun way to navigate through hundreds of channels, in 2011 we will launch a
new HD UI which will be significantly faster than our current UI and will be displayed in crisp, easy-to-read HD format using
more graphical poster art. In addition, this UI will incorporate our industry-leading Smart Search capabilities as well as improved
discovery and personalization features. We are also developing applications for mobile devices and tablets so that our customers
will enjoy many DIRECTV features and functionalities both inside and outside of the home.
·
Enhance our Entertainment Portal. In 2010, we launched a new web-based entertainment portal for our customers named
MyDIRECTVTM. Today, MyDIRECTV offers customers a fun and easy-to-use platform to explore, search and record all of their
favorite shows. In the future, we will introduce video streaming capabilities on our entertainment portal so that customers will be
able to watch authorized DIRECTV programming from their laptop, tablet, smartphone or computer.
·
Provide Portable Access to DVR Content. We believe our customers increasingly desire the ability to take content with them, due
in part to the growing popularity of smart phones and tablets. For this reason, in 2011, we expect to launch a service which will
build on our platform as a way to access content stored on a customer's DVR. We will also be building on our entertainment portal
as a way to access content through the Internet.
·
Create New Revenue Platforms. In order to continue growing DIRECTV revenues while maintaining strong profit margins, a key
strategic objective is to capture incremental revenue streams in key areas including (1) DIRECTV Cinema, (2) addressable and
local advertising and (3) the commercial property market.
·
Enhance DIRECTV Cinema. We believe we have a significant opportunity to generate incremental VOD revenues mostly by
expanding our VOD library and making it easier for customers to watch movies and shows. Last year we made great strides toward
this goal by "pushing" top-rated movies onto customers DVRs for instant viewing and by launching an enhanced movie service
called DIRECTV CINEMA that provides most of our customers with access to significantly more movies than before. For
example, for those customers with HD-DVRs connected to a broadband service, we now offer over 6,000 movie and television
titles, and we expect to continue adding more titles in 2011. Other new DIRECTV Cinema enhancements include shorter viewing
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windows relative to the DVD release and the ability to
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order movies which are still showing in movie theaters for future viewing. Looking forward, DIRECTV Cinema enhancements will
include further expansion of our video library and increasing the number of days a VOD pay-per-view, or PPV, movie can be
watched once the movie has been paid for.
·
Launch Addressable and Local Advertising. Our advertising revenue per subscriber trails many of our competitors. This is
because, unlike the cable industry, we have not had the ability to target advertising at the local level due to the nature of our
national satellite infrastructure. Using new technology which we expect will be available in 2011, we will have the capability to
insert ads into individual DVR set-top receivers to enable advertisers to target customers in local regions and eventually in the
individual home. With this new technology, we expect to significantly increase our advertising revenues over the coming years.
·
Deliver New Products Focused on Priority Commercial Segments. Based on our extremely low market penetration rates, we
believe commercial properties represent another growth opportunity for DIRECTV. For example, although historically we have
competed effectively in the higher-end hotel market, we expect that in the coming years, hotels will be upgrading their television
service from standard definition to HD, which should present us with opportunities for growth. We also currently have low market
share in the private businesses and smaller bars and restaurants segments and we intend to grow our share in these markets with
new technologies such as digital signage, as well as from improved management, targeting, billing, pricing and packaging.
·
Enhance Productivity and Manage Costs. Improving our productivity is a critical element of our goal to maintain strong margins
particularly given the competitive nature of our industry and rising programming costs. In particular, we plan to focus our efforts on
effectively managing our programming costs and capturing enterprise-wide productivity improvements.
·
Strategically Manage Content Cost Growth. Content costs are DIRECTV's largest expense and as a result, we must manage these
costs as effectively as possible particularly considering that we expect programming costs to increase at a faster rate in the future
than in prior years primarily due to higher sports costs (including the NFL Sunday Ticket) and higher retransmission fees for the
carriage of local channels. Our strategy for minimizing this rate of cost growth is to:
·
Leverage our size, growth and attractive subscriber demographics to attain competitive terms and conditions.
·
More closely align a channel's ratings with the costs we pay.
·
Obtain rights for new value-added video services such as rights to offer our customers 3D, mobile and streaming services.
·
Repackage channels to better align the programming that our customers want to watch with what they are willing to pay for.
·
Drop less popular channels if we are unable to negotiate fair terms and conditions.
·
Capture Enterprise-Wide Productivity Improvements. Our objective is to deliver the best video experience at the lowest possible
cost. We endeavor to manage our costs and in particular to capture productivity improvements which will not only reduce costs, but
also improve customer service.
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DIRECTV and affiliates
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We determine our income taxes based upon our tax sharing agreement with our Parent, which generally provides that the current income tax
liability or receivable be computed as if we were a separate taxpayer. Payments made to our Parent under this tax sharing agreement were
$754 million for the year ended December 31, 2010, $502 million in 2009 and $721 million in 2008. We also receive an allocation of employee
benefit expenses from DIRECTV. We believe that our consolidated financial statements reflect our cost of doing business in accordance with SEC
Staff Accounting Bulletin No. 55, "Allocation of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser
Business Components of Another Entity."
We paid dividends to our Parent in the amounts of $6,900 million in 2010, $2,500 million in 2009 and $3,400 million in 2008 from available
cash and cash equivalents. In addition, we paid $750 million in dividends to our Parent during the first quarter of 2011 to date.
Beginning November 19, 2009, transactions with the regional sports networks which were acquired by DIRECTV on that date are also
included as transactions with DIRECTV and affiliates. For further detail regarding related party transactions, please refer to Note 11, "Related
Party Transactions" to the consolidated financial statements in our Form 10-K incorporated by reference herein.
Recent developments
New Senior Revolving Credit Facility. On February 7, 2011, we entered into a credit agreement, which provides for a $2.0 billion, five-year,
senior unsecured revolving credit facility (the "senior revolving credit facility") which is guaranteed by each of DIRECTV Financing and each of
our subsidiaries that is a guarantor of the notes offered hereby, all of which is presently undrawn. The senior revolving credit facility replaced our
previous senior secured credit facility, which was terminated February 4, 2011. Borrowings under the new senior revolving credit facility may be
used for general corporate purposes, which may include a distribution to Parent for share repurchases and other corporate purposes. See
"Description of other indebtedness--Senior revolving credit facility."
Our executive offices
Our principal executive offices are located at 2230 East Imperial Highway, El Segundo, California 90245, and our telephone number at that
address is (310) 964-5000. Our web site is located at www.directv.com. The information on our web site is not part of this prospectus supplement.
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The offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information
that is important to you. For a more complete understanding of the notes, please refer to the section of this prospectus supplement entitled
"Description of notes." As used in this summary of the offering, the terms "we," "us" and "our" refer only to DIRECTV Holdings LLC and not to
any of its subsidiaries and the term "co-issuer" refers to DIRECTV Financing Co., Inc.
Issuers
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc.
Issue date
The issue date is expected to be on or about March 10, 2011.
Securities offered
$1,500,000,000 in aggregate principal amount of 3.500% Senior Notes due 2016.

$1,500,000,000 in aggregate principal amount of 5.000% Senior Notes due 2021.

$1,000,000,000 in aggregate principal amount of 6.375% Senior Notes due 2041.
Maturity date
3.500% 2016 Notes: March 1, 2016.

5.000% 2021 Notes: March 1, 2021.

6.375% 2041 Notes: March 1, 2041.
Interest payment dates
March 1 and September 1 of each year, beginning on September 1, 2011. Interest will accrue from March 10,
2011.
Guarantees
The notes will be guaranteed by each of our material existing and certain of our future domestic subsidiaries
(other than the co-issuer) on a senior unsecured basis. The notes will cease to be guaranteed by any
subsidiary that guarantees the notes if such subsidiary is released from guaranteeing our senior revolving
credit facility and our Existing Notes (as defined below). The notes will not be guaranteed by Parent and
neither Parent nor any of its subsidiaries, other than DIRECTV Holdings and certain of its subsidiaries and
DIRECTV Financing, is an obligor or guarantor of the Notes.
Ranking
The notes will be our and the co-issuer's unsecured senior obligations and will:

· rank equally with all of our and the co-issuer's existing and future senior indebtedness, including our
and the co-issuer's existing 4.750% Senior Notes due 2014 (the "2014 Notes"), 6.375% Senior Notes
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due 2015 (the "2015 Notes"), the 3.550% Senior Notes due 2015 (the "3.550% 2015 Notes"), 7.625%
Senior Notes due 2016 (the "2016 Notes"), the 3.125% Senior Notes due 2016 (the "3.125% 2016
Notes"), 5.875% Senior Notes due 2019 (the "2019 Notes), the 5.200% Senior Notes due 2020 (the
"2020 Notes"), the 4.600% Senior Notes due 2021 (the "2021 Notes") the 6.350% Senior Notes due
2040 (the "2040 Notes"), and the 6.000% Senior Notes due 2040 (the "6.000% 2040 Notes" and together
with the 2014 Notes, the 2015 Notes, the 3.550% 2015 Notes, the 2016 Notes, the 3.125% 2016 Notes,
the 2019 Notes, the 2020 Notes, the 2021 Notes, and the 2040 Notes, the "Existing Notes") and our
senior revolving credit facility;
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· rank senior to all of our and the co-issuer's future subordinated indebtedness, if any;

· be effectively subordinated to all of our and the co-issuer's existing and future secured obligations to the
extent of the value of the assets securing such obligations; and

· be effectively subordinated to all indebtedness of our non-guarantor subsidiaries.

Similarly, the guarantees by our subsidiaries will:

· rank equally with all of the existing and future senior indebtedness of such subsidiaries, including the
guarantees under our Existing Notes and our senior revolving credit facility;

· rank senior to all future subordinated indebtedness of such subsidiaries, if any; and

· be effectively subordinated to all existing and future secured obligations of such subsidiaries to the
extent of the value of the assets securing such obligations.

As of December 31, 2010, after giving effect to the offering and the entering into our new senior revolving
credit facility on February 7, 2011 which is unsecured, we would have had no outstanding senior secured
indebtedness. Substantially all of our assets, liabilities and revenues are attributable to the co-issuers and the
guarantors.
Optional redemption
We may redeem some or all of the notes at our option at a redemption price equal to the greater of the
principal amount of the notes and the "make whole" price described under "Description of Notes--Optional
redemption."
Change of control
If we experience specific kinds of changes of control accompanied by a Ratings Decline (as defined under
"Description of notes--Certain definitions"), we will be required to make an offer to purchase the notes at a
purchase price of 101% of the principal amount thereof, plus accrued but unpaid interest to the purchase date.
See "Description of notes--Change of control and rating decline."
Certain covenants
The indenture governing the notes will restrict our ability and the ability of our subsidiaries to, among other
things:

· create certain liens;

· engage in certain sale leaseback transactions; and

· merge, consolidate or sell substantially all of our assets.

These covenants are subject to important exceptions and qualifications described under the heading
"Description of notes."
Use of Proceeds
The net proceeds from this offering will be used for general corporate purposes, which may include a
distribution to our Parent for its share repurchase plan and other corporate purposes. See "Use of proceeds."
Additional notes issuances
We may from time to time without the consent of the holders of the notes create and issue additional notes of
the same series as the notes offered hereby. See "Description of notes."
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Risk Factors
See "Risk factors" for a discussion of certain factors that you should carefully consider before investing in
the notes.
Governing law
New York.
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