DIRECTV

        This Amendment No. 1 (the "Amendment") amends and restates the DIRECTV Group Holdings, LLC ("DIRECTV" or the "Company") Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 7, 2015 (the "Original 10-Q"). As explained in the Original 10-Q, as a result of the timing of July 24, 2105 acquisition of DIRECTV by AT&T Inc. (AT&T), the Company's independent auditor was no longer regarded as independent and, as a result, the Original 10-Q, when filed, was not reviewed by an independent accountant using professional review standards and procedures as required by Rule 10-01(d) of Regulation S-X.

        The Amendment accordingly reflects the required review of the Company's financials by AT&T's independent auditor. In restating the consolidated financial statements for the three and six months ended June 30, 2015, due, in part, to the continued economic uncertainty and lack of liquidity in all three of the official currency exchange mechanisms in Venezuela as well as the July 24, 2015 acquisition and change in management of DIRECTV and the review by AT&T's independent auditor, we have elected to change the exchange rate used to measure our Venezuelan subsidiary's monetary assets and liabilities into U.S. dollars and to impair the fixed assets as of June 30, 2015. The Company also made necessary conforming changes in "Management's Discussion and Analysis of Financial Condition and Results of Operations" resulting from the review.

        The condensed consolidating statements of operations for the three and six months ended June 30, 2015, the condensed consolidating statements of comprehensive income for the three and six months ended June 30, 2015 , the condensed consolidating statement of cash flows for the six months ended June 30, 2015 and the condensed consolidating balance sheet as of June 30, 2015 have been restated from the Original 10-Q to reflect the change in the exchange rate used to remeasure the net monetary assets and liabilities of our Venezuelan subsidiary to SIMADI from SICAD, as well as the charge recorded for the impairment of fixed and intangible assets and inventory, discussed further in Note 13 below. These restatements primarily impact the "Non-Guarantor Subsidiaries" column in the condensed

        As discussed above in Note 6, due to the continued economic uncertainty and lack of liquidity in all three of the official currency exchange mechanisms in Venezuela, effective June 30, 2015, in this amended Form 10-Q we have changed the exchange rate used to remeasure our Venezuelan subsidiary's monetary assets and liabilities into U.S. dollars from SICAD to SIMADI as of June 30, 2015. The significant change in exchange rates required us to also evaluate the recoverability of our fixed and intangible assets and inventory, and we have determined a resulting impairment charge. Accordingly, the unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2015, Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015, Consolidated Balance Sheet as of June 30, 2015 and Consolidated Statements of Cash Flows for the six months ended June 30, 2015 have been restated from amounts previously reported to reflect this change in the exchange rate used to remeasure our Venezuelan's subsidiary's monetary assets and liabilities into U.S. dollars from SICAD to SIMADI as of June 30, 2015 and the impairment charge related to fixed assets and intangible assets and inventory.

        Operating profit (loss) before depreciation and amortization.    Operating profit before depreciation and amortization decreased to an operating loss before depreciation and amortization expense in the six months ended June 30, 2015 as compared to the six months ended June 30, 2014, primarily due to a $1,099 million devaluation charge, of which $533 million was recorded in "Impairment of fixed and intangible assets" and $519 million was recorded in "Venezuelan currency devaluation charge" in the Consolidated Statements of Operations, related to the remeasurement of the Venezuelan bolivar denominated net monetary assets, as well as a fixed and intangible asset and inventory impairment charge during the second quarter of 2015 compared to a $284 million of currency devaluation charge related to the remeasurement of the Venezuelan bolivar denominated net monetary assets during the six months ended June 30, 2014. These decreases were partially offset by higher revenues and lower subscriber acquisition costs mainly resulting from the lower gross additions.