1234307--2/26/2010--DIRECTV_FINANCING_CO

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{capital, credit, financial}

{financial, litigation, operation}

{competitive, industry, competition}

{cost, operation, labor}

{product, candidate, development}

{product, market, service}

{investment, property, distribution}

{condition, economic, financial}

{loss, insurance, financial}

{property, intellectual, protect}

{stock, price, operating}

{personnel, key, retain}

{operation, international, foreign}

We compete with other MVPDs, some of whom have greater resources than we do and levels of competition are increasing. Emerging digital media competition could materially adversely affect us. We depend on others to produce programming and programming costs are increasing. Increased subscriber churn or subscriber upgrade and retention costs could materially adversely affect our financial performance. Our subscriber acquisition costs could materially increase. Results are impacted by the effect of, and changes in, United States economic conditions and weakening economic conditions may reduce subscriber spending and our rate of growth of subscriber additions and may increase subscriber churn. Our ability to keep pace with technological developments is uncertain. Our business relies on intellectual property, some of which is owned by third parties, and we may inadvertently infringe patents and proprietary rights of others. John C. Malone has significant influence over actions requiring stockholder approval and his interests may differ from ours. We rely on key personnel Construction or launch delays on satellites could materially adversely affect our revenues and earnings. Our satellites are subject to significant launch and operational risks. The cost of commercial insurance coverage on our satellites or the loss of a satellite that is not insured could materially adversely affect our earnings. We depend on the Communications Act for access to cable-affiliated programming and changes impacting that access could materially adversely affect us. Changes to and implementation of statutory copyright license requirements may negatively affect our ability to deliver local and distant broadcast stations, as well as other aspects of our business. Satellite programming signals have been stolen and may be stolen in the future, which could result in lost revenues and would cause us to incur incremental operating costs that do not result in subscriber acquisition. The ability to maintain FCC licenses and other regulatory approvals is critical to our business. We control a substantial portion of interaction with our customers and we may not be as efficient or effective as our outsourced providers resulting in higher costs. We face risks arising from possible union legislation in the United States. We may not be able to obtain or retain certain foreign regulatory approvals. We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if parts of the merger transactions are treated as a taxable transaction. We may be required to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities. We face risks arising from the outcome of various legal proceedings. We may face other risks described from time to time in periodic reports filed by us with the SEC.

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1234307--2/26/2010--DIRECTV_FINANCING_CO_INC