<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                      FORM 10-K
(Mark One)
    /x/             ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the fiscal year ended June 30, 1997

                                          OR

    / /           TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from ___ to ___

                            Commission file number 0-27492

                  UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
                (Exact name of registrant as specified in its charter)

         MINNESOTA                                    41-1407863
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                     3415 UNIVERSITY AVENUE, ST. PAUL, MN  55114
                 (Address of principal executive offices) (zip code)

                                    (612) 645-4500
                 (Registrant's telephone number, including area code)

                                         N/A
Former name, former address and former fiscal year, if changed since last report


Securities registered pursuant to Section
12(b) of the Act:                                          None
Securities registered pursuant to Section
12(g) of the Act:                                     Class A Common Stock,
                                                      $.0001 par value

                              -------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     YES  X   NO ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

As of September 22, 1997, 15,774,826 shares of the registrant's Class A 
Common Stock were issued and outstanding, and the aggregate market value of 
the Class A Common Stock held by non-affiliates of the registrant as of 
September 22 was approximately $129,052,452.

                         DOCUMENTS INCORPORATED BY REFERENCE

    Selected portions of the Annual Report       Incorporated into Part II
    to Shareholders for the fiscal year
    ended June 30, 1997

    Selected portions of the Definitive Proxy    Incorporated into Part III
    Statement for the Annual Meeting of
    Shareholders to be Held November 17, 1997

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                        PART I

                                  ITEM 1.  BUSINESS
GENERAL

    United States Satellite Broadcasting Company, Inc. (the "Company") is a 
provider of subscription television programming to households throughout the 
continental United States via high-power direct broadcast satellite ("DBS"). 
The Company broadcasts a high quality digital television signal using the 
Digital Satellite System ("DSS-Registered Trademark-") broadcasting system.  
The Company's programming is available to virtually all of the approximately 
96 million U.S. television households upon the purchase of a DSS unit, which 
features an 18 inch satellite dish.  The Company currently delivers up to 30 
channels of video programming, with a focus on "premium" networks such as 
Multichannel HBO-Registered Trademark- (5 channels), Multichannel 
HBO-Registered Trademark- FAMILY (2 channels), Multichannel 
SHOWTIME-Registered Trademark- (4 channels), Multichannel CINEMAX-Registered 
Trademark- (3 channels), Multichannel THE MOVIE CHANNEL-TM- (2 channels), 
FLIX-TM- and the SUNDANCE CHANNEL-TM-, and also including popular "basic" 
channels such as MTV-Registered Trademark-, M2-Registered Trademark-, 
VH-1-TM-, NICKELODEON-Registered Trademark-/NICK AT NITE-Registered 
Trademark-, NICK AT NITE'S TV LAND-TM-, COMEDY CENTRAL-Registered Trademark- 
and LIFETIME-Registered Trademark-.  The programming delivered by the Company 
includes over 900 movie titles per month. The Company also broadcasts 
original news programming on the ALL NEWS CHANNEL-TM- and events and specials 
on a pay-per-view basis.

    The Company broadcasts from a single satellite, DBS-1, which is able to
reach the entire continental United States.  DBS-1 broadcasts with minimal
signal interference because of its favorable orbital location at 101DEG.  west
longitude, greater orbital spacing than that provided for non-DBS satellites and
its high-power 120 watt transponders.  DBS-1 was manufactured by Hughes
Electronics Corporation ("Hughes") and is owned and operated jointly by the
Company and DIRECTV, Inc., a subsidiary of Hughes.  The Company believes that
the DSS system, which incorporates the technologically advanced MPEG 2 digital
compression standard, results in a higher picture quality than any other
existing terrestrial domestic television broadcasting system. The Company
expects to replace DBS-1 at its current orbital location before the end of its
expected life in 2010.  In addition to its FCC license to broadcast from 101DEG.
west longitude, the Company also has an FCC permit to construct and launch
high-power DBS systems at two other orbital locations.

    The DSS unit consists of an unobtrusive 18 inch satellite dish, an
integrated receiver/decoder similar in size to a VCR and a remote control.  The
DSS unit features an easy to use on-screen electronic program guide, a ratings
control function and the capability to switch easily between DSS signals and
local programming signals.  DSS units are currently manufactured and sold by
leading consumer electronics manufacturers and sold at over 26,000 retail
locations.

    The Company and DIRECTV, Inc. were the first domestic providers of
high-power DBS programming.  The Company and DIRECTV, Inc. share the use of the
technology underlying the DSS system, cooperate to promote and build awareness
of the DSS system and currently offer complementary programming packages. The
Company estimates that the majority of DSS households receive both
USSB-Registered Trademark- programming and DIRECTV-Registered Trademark-
programming.  DIRECTV, Inc. offers approximately 175 channels of digital video
and audio programming, including news, sports, entertainment and pay-per-view
movies and events.

STRATEGY

    The Company seeks to offer the highest quality, most-sought-after
television programming at a competitive price, enhance the DSS position as the
leading provider of satellite television, increase the market share of USSB
programming by offering the premier movie networks and a wide variety of
pay-per-view events, and achieve profitability.


                                          2
<PAGE>

    The Company intends to accomplish these objectives by (i) building on its
lead in the high power DBS market; (ii) capitalizing on its relationships with
leading program suppliers, with which it has multi-year agreements; (iii)
maintaining its strategic relationship with Hughes and DIRECTV, Inc. to further
benefit from the technological advantages of high-power DBS and the DSS system
and to promote and build awareness of the DSS system; (iv) enhancing its strong
relationships and joint marketing efforts with leading consumer electronics
manufacturers and retailers to further promote the sale of DSS units and USSB
programming; (v) expanding and continuing to support the large and established
retail distribution network for DSS units; (vi) continuing to provide the
highest broadcast quality; and (vii) emphasizing customer service to maintain a
high level of customer satisfaction.

THE MARKET

    The Company believes that there is significant unsatisfied demand for high
quality, reasonably priced television programming.  The Company believes,
therefore, that the potential market in the United States for high-power DBS
broadcasting consists of all of the approximately 96 million households with
television sets, as well as certain commercial markets, such as hotels, motels,
bars and restaurants.

    The primary target markets for the Company include (i) existing cable
subscribers who desire a greater choice and variety in programming, improved
video and audio quality, better customer service and fewer signal interruptions;
and (ii) all of the U.S. television households unserved by cable.  Based upon
FCC and industry data, there are approximately 62 million U.S. cable
subscribers. These subscribers reportedly pay an average of approximately $32
per month for television programming services.  The Company also views as a
target market the approximately 31 million U.S. television households which have
access to cable television but are not customers of the local cable operator.

    The Company believes that the demand for satellite television services in
the United States will continue to grow.  The Company also believes that the DSS
system, with its digital picture and CD-quality sound, provides the consumer
with the highest quality subscription television programming currently
available.  While the high-power DBS share of the U.S. television market is
currently small compared to cable, it has been steadily increasing.  The Company
has conducted extensive research to better understand the television market in
the United States, the desires and preferences of consumers and the features and
benefits that will attract subscribers.  This research indicates that a
substantial number of consumers are dissatisfied with cable television, that
former cable subscribers who subscribe to the DSS system are more satisfied with
it than cable and that 63% of DSS unit owners who were cable subscribers
purchased premium movie programming.  This research also indicates that the most
likely USSB customers are homeowners with families who currently have or have
had cable, subscribed to the premium movie channels and consider television a
significant component of their entertainment activities.  The Company believes,
based on this research, that demand for more choice in television programming,
dissatisfied cable subscribers, and consumers unserved or underserved by cable
will contribute to the market growth of the DSS system and the Company's
subscriber base.

    The Company's research also indicates that the growth of the DSS market has
been hampered by the misperception that reception of local television broadcasts
is incompatible with the DSS system.  The Company is commencing an extensive
information campaign, coupled with training of retail salespeople, to educate
consumers that local television broadcasts are readily received using a standard
television antenna with the DSS system.


                                          3
<PAGE>

MARKETING

    The Company engages in extensive marketing, advertising and promotional
activities to increase consumer awareness of the DSS system and USSB
programming, to promote the sale of DSS units and to generate subscriptions to
USSB programming.  The Company intends to continue these efforts and anticipates
that it will continue to make substantial expenditures for new and intensified
marketing, advertising and promotional activities, including the following:

    ADVERTISING.  The Company's advertising activities presently consist of
television commercials aired nationally, radio commercials, and print
advertisements promoting the DSS system and USSB programming service.

    PROMOTIONS.  The Company promotes subscriptions to its programming service
by offering all owners of DSS units, upon initial purchase of a DSS unit, one
free promotional month of its premier programming package, USSB ENTERTAINMENT
PLUS-Registered Trademark-.  During the free promotional month of programming,
the Company engages in targeted telemarketing and mailings designed to convert
free subscribers to paying subscribers.  The Company believes that its free
promotional month of USSB ENTERTAINMENT PLUS is an effective marketing tool.  In
addition, the Company has available for its use two minutes per hour on its
"basic" channels which it currently uses to promote the Company's programming.

    To support its marketing, the Company also delivers a free channel that is
available to all owners of DSS units and, in conjunction with its programmers,
regularly provides USSB FREEVIEWs-Registered Trademark-, or access to
programming channels during certain periods of the year without charge.  The
Company also engages in joint advertising and promotions with its programmers.

    TV GUIDE-TM-. The Company has entered into a relationship with the
publisher of TV GUIDE to offer a "DSS Edition of TV GUIDE", available to all DSS
households.  The DSS Edition of TV GUIDE provides a comprehensive listing of
all subscription channels offered on the DSS system, and features special
inserts reviewing programming offered by USSB each week.

    RETAIL SUPPORT.  The Company engages in an active retail support program,
which provides dealers with point-of-sale literature and displays, incentives
and training.  DSS retailers promote the Company's programming and encourage
customers to activate their free promotional month and to subscribe to USSB
ENTERTAINMENT PLUS.  The Company generally pays commissions to eligible
retailers when their customers become paying subscribers, regardless of which
manufacturer's DSS unit was purchased.  In addition, the Company makes USSB
programming available for demonstration to the customer at the point of sale.

    The Company has entered into a long-term sales agency agreement with
Thomson Consumer Electronics ("Thomson"), pursuant to which Thomson acts as the
Company's sales agent for consumer electronics outlets that Thomson services.
Thomson is the top selling television manufacturer in the United States,
marketing the "RCA," "GE" and "ProScan-Registered Trademark-" brands. Both the
Company, with a dedicated staff of approximately 40 sales personnel, and
Thomson, with a sales and support staff of approximately 350, service retail
outlets.

    The Company has also entered into a sales agency agreement with AT&T,
pursuant to which AT&T markets DSS units to its customers and provides its
customers with the opportunity to receive USSB programming, including the one
free month of USSB ENTERTAINMENT PLUS.

    MANUFACTURER INCENTIVE PROGRAM AND OTHER JOINT MARKETING.  The Company
engages in a number of joint marketing efforts with DIRECTV, Inc. and DSS unit
manufacturers.  One of these efforts, the Manufacturer Incentive program, is a
joint financial incentive arrangement with


                                          4
<PAGE>

DIRECTV which has had the effect of contributing to certain DSS manufacturers
lowering the price of DSS units.  Such arrangements run for up to four years
depending on manufacturer.

    The Company also shares costs with other DSS system participants for
advertising, public relations and retail promotions.  The Company believes it
also benefits from the marketing efforts of all DSS system participants.  All
current manufacturers of DSS units include information regarding USSB
programming in their retail packaging and all new DSS unit manufacturers are
expected to continue this practice.

PROGRAMMING

    The Company selected its programming based on extensive market research,
which indicated that potential DSS customers would have a strong desire for
movies, major pay-per-view events, and general entertainment targeted at
specific family members.  As a result, the Company sought multi-year agreements
with content providers which offered programming that could satisfy this target
market.  The Company currently offers DSS households many of the most widely
recognized and popular "premium" and "basic" entertainment channels.  The
Company broadcasts over 900 movie titles per month and a wide variety of
specialty sports events and entertainment specials on a pay-per-view basis.
Management believes that the Company's growth has been driven primarily by the
strength of the premium movie channels offered by the Company.  Management
periodically evaluates its programming offerings and packages and may modify its
programming to maximize subscriber satisfaction.

    The Company delivers premium networks in multichannel format to increase
viewer choice and variety.  The Company is not aware of any cable system with a
comparable level of multichannel premium programming.  The Company's research
indicates that multichannel programming is a popular attraction with its
subscribers, as each programmer generally "counter programs" certain of its
multiple channels; i.e., the programmer will, for example, run an action movie,
a comedy movie and a family movie in the same general time slot.  The Company's
delivery of premium channels in multichannel format allows a USSB subscriber to
receive multiple channels of a premium service at a price generally paid by
cable subscribers for one premium channel.  In fiscal 1997, the Company
continued its commitment to providing the best premium movie channels by adding
HBO Family (2 channels) and Showtime 3, at no additional cost to subscribers.

    The Company offers its programming in a variety of subscription packages,
which currently range in price from $7.95 to $34.95 per month.  From time to
time, the Company may revise its rates for promotional or competitive reasons.
In addition, the Company permits subscribers to purchase premium channel
packages without requiring them to purchase a basic package, as is generally
required with cable.  USSB ENTERTAINMENT PLUS is currently purchased by
approximately 50% of the Company's paying subscribers. Subscription packages are
generally purchased monthly, but may also be purchased on a quarterly or annual
basis.  All subscriptions are billed in advance of their respective time
periods.

    The Company makes its pay-per-view events available to all residential DSS
owners. The Company offered 27 pay-per-view events in 1997, including Tyson vs.
Holyfield II; Foreman vs. Grimsley; International Cricket competitions; and
David Bowie and Friends.  The Company also distributes some of its pay-per-view
events to commercial establishments through a third party.

    The Company offers a complimentary channel to all DSS unit owners, whether
or not they are USSB programming subscribers.  This channel is currently
utilized by the Company to broadcast marketing messages to maximize viewership
of upcoming USSB programming, as well as for public service broadcasting.  The
Company also broadcasts in Spanish all of the programming which is provided to
it with a Spanish language soundtrack.


                                          5
<PAGE>

    Since the DSS system poses no technical barriers to receiving both USSB
programming and DIRECTV programming, all purchasers of DSS units have access to
more than 200 channels of programming. DIRECTV programming currently includes
approximately 50 channels of pay-per-view movies, as well as subscription sports
packages, established basic networks and audio services. The Company provides
programming that complements DIRECTV's existing programming packages, thus
maximizing the consumer appeal of the DSS system. There is currently no overlap
between USSB programming and DIRECTV programming.

    Local television stations are readily received using a standard 
television antenna with the DSS system.  DSS owners can easily switch between 
DSS programs and local stations by using the DSS remote control. According to 
the Company's research, approximately 59% of USSB subscribers currently 
receive local programming signals from standard television antennas.  DSS 
owners who are not able to receive local programming signals because of their 
distance from terrestrial broadcasting towers may receive national network 
programming through the DSS system.  Local programming is also available to 
DSS owners through a basic "lifeline" cable subscription.

DISTRIBUTION OF DSS UNITS

    The introduction of the DSS unit is widely regarded as the most successful
introduction and fastest growing major consumer electronics product in United
States history.  Since its introduction three years ago, more than four million
DSS units have been shipped to retailers.

    DSS units are currently sold at over 26,000 retail locations, including
national retailers such as Best Buy, Circuit City, Radio Shack, Sears and
WalMart.  DSS systems are also available at regional and independent consumer
electronics stores, satellite specialty stores, and other specialty retailers
including catalog, internet and television shopping networks.  DSS units are
also distributed by the National Rural Telecommunications Cooperative, which has
approximately 300 affiliates that sell satellite equipment predominately in
rural areas.

    The Company and DIRECTV, Inc. maintain marketing arrangements with AT&T
whereby AT&T offers DSS units, as well as USSB and DIRECTV programming, directly
to its customer base.

    DSS units are currently manufactured and distributed under the following
brand names:  RCA, Sony, GE, Hughes Network Systems, Proscan, Toshiba, Uniden,
Panasonic, Magnavox, Memorex and Hitachi.

THE DSS UNIT

    The DSS unit consists of an unobtrusive 18 inch satellite dish, an
integrated receiver/decoder similar in size to a VCR and a remote control.  The
dish, which must be aimed in the direction of the 101DEG.  west longitude
orbital location, can be mounted on the exterior of the home.  Company research
indicates that approximately 63% of purchasers of DSS units choose to install
their units themselves, while the balance have their units professionally
installed.

    The DSS unit has been designed to be as easy to use as a basic television
set.  The consumer-friendly remote control allows subscribers to quickly and
easily access desired programming via a colorful on-screen program guide and
menu system.  Subscribers can create lists of favorite channels, limit access to
certain types of programming and establish budget limits on pay-per-view
selections.  The remote control has been designed to be compatible with a wide
variety of television sets, allowing subscribers to operate both the television
set and the DSS unit with the same remote control.


                                          6
<PAGE>

    The DSS system is also designed to receive local television broadcasts by 
using readily available television antennas.  Many antennas on the market 
today provide improved and convenient ways to receive local television 
stations with the DSS system.

    The DSS system's on-screen programming guide provides program ratings for
most programs carried by the premium services and permits parents to set rating
limits and "lock out" programming which the subscriber does not wish to receive.

    The DSS system is designed to be available (i.e., free from outages) 99.7%
of the time. Outages are generally the result of severe storms passing between
the satellite and the customer's dish or between the Company's transmission
facility and the satellite.

OPERATIONS

    The Company's program suppliers deliver signals to the Company via
commercial satellites, fiber optics or microwave transmissions.  These signals
are then uplinked, or transmitted, to the Company's transponders on the DBS-1
satellite, through antennas located at the Company's National Broadcast Center
in Oakdale, Minnesota.  DBS-1 then broadcasts the signal to DSS households. The
Company also maintains a separate Auxiliary Broadcast Center which provides
redundant uplinking capability.

    All of the Company's video channels are encrypted to prevent unauthorized 
reception of the signal.  The conditional access system utilized in the DSS 
system, which controls the encryption and decryption of the television 
signal, was developed and is operated by NDS Americas Inc. (formerly News 
DataCom).  The signal processing system, which is responsible for the 
transmission of audio and video, was developed by Thomson.  Both technologies 
were developed under contract with Hughes and are available for use by the 
Company pursuant to long-term agreements with Hughes.  The conditional access 
system was upgraded in 1997 by issuing replacement access cards to all DSS 
unit owners with "first-generation" cards.

    The conditional access system is controlled by a Conditional Access
Management Center located in Castle Rock, Colorado, with a backup facility in
Los Angeles, California.  The conditional access system has many flexible
features, allowing for subscription services and pay-per-view services on both
an impulse and order-ahead basis.

    The Company's signal processing system and all DSS units, regardless of
manufacturer, fully comply with the main profile and the main level of the MPEG
2 digital compression standard. MPEG 2 is an international standard promulgated
by the Moving Picture Expert Group. Compliance with MPEG 2 allows DSS unit
manufacturers efficiencies in designing and manufacturing receivers. Even though
the DSS system is MPEG 2 compliant, it incorporates a number of proprietary
technologies and may not be used by other high-power DBS broadcasters unless
they obtain a license to such technology from Hughes.

    The Company contracts out customer service and billing functions to
Alliance Data Systems, Inc. ("ADS") (formerly BSI Business Services, Inc.).
ADS's functions include the handling of orders from subscribers, establishing
and maintaining customer accounts, inbound and outbound telemarketing, billing
and remittance processing.  All of ADS's interactions with subscribers are
conducted under the Company's name. The Company seeks to provide the highest
levels of customer service and believes that customer service is important in
developing customer loyalty and in distinguishing its service from its
competitors.  To date, the Company's research indicates that 82% of its
subscribers were satisfied with the Company's customer service.


                                          7
<PAGE>

SATELLITE

    The Company owns five-sixteenths of DBS-1, including a five transponder
payload on the satellite. DBS-1 was manufactured by Hughes and was launched by
Arianespace in December 1993. The satellite was designed for a minimum 12-year
life from the date of launch; however, the launch was more accurate than
initially anticipated and Lockheed Martin currently estimates that the DBS-1
satellite will have a life of 15.9 years, plus or minus 0.4 years, from its
launch date.  The Company expects that it will make arrangements for a
replacement satellite to ensure continuity of its programming service prior to
the end of the useful life of DBS-1.

OTHER COMPANY ORBITAL LOCATIONS

    The FCC has issued a Construction Permit and Launch Authority which
authorizes the Company to construct high-power DBS systems at 110DEG.  west
longitude (three transponders) and 148DEG.  west longitude (eight transponders).
In connection with this permit, the Company has entered into two satellite
construction contracts with Lockheed Martin for the construction of the two
satellites.  The 110DEG.  west longitude orbital slot would enable the Company
to provide a second high-power DBS service to the United States, and
additionally to Alaska and Hawaii.  The 148DEG.  west longitude slot would allow
the Company to provide programming between the United States and the Pacific
Rim, if the FCC and international regulatory bodies agree to grant the necessary
authorizations.  See "Regulatory Matters."

COMPETITION

    The Company's existing and potential competitors comprise a broad range of
companies engaged in communications and entertainment, including cable
operators, other satellite program providers, wireless cable operators, open
video providers, electric utilities with existing fiber networks, television
networks and home video products companies, as well as companies developing new
technologies.  The Company anticipates that other DBS satellites will be
launched at the 110DEG.  west longitude and other orbital locations, increasing
the number of competitors in the direct broadcast satellite market.  Many of the
Company's competitors have greater financial and marketing resources than the
Company, and the business of providing subscription and pay television
programming is highly competitive. The Company expects that quality and variety
of programming, quality of picture and service and cost will be the key bases of
competition.

    The Company believes that the DSS system has several advantages, including
superior picture and sound quality compared to terrestrial broadcasters and most
cable operators, its programming variety, its retail distribution network,
well-established brand name manufacturers, advantageous orbital location and the
limited capital expenditures required in the future. The DSS system currently
offers the broadest variety of programming available from any single source and
employs the MPEG 2 digital compression standard which, the Company believes,
results in a higher picture quality than any other existing domestic television
broadcasting system. With the 101DEG.  west longitude orbital slot, the Company
(and DIRECTV, Inc.) also have the most desirable location for reaching the
entire continental United States with the least possibility of obstruction. The
Company believes that the 18 inch dish used in the DSS unit also gives the
Company an advantage over many of its competitors, who must generally rely on
larger and, in the case of C-band broadcasters, more expensive dishes.


                                          8
<PAGE>

CABLE OPERATORS

    Cable television is currently available for purchase by as much as 97% of
the approximately 96 million U.S. television households. The cable television
industry is an established provider of television programming, with
approximately 62% of total television households subscribing.  Cable systems
typically offer 30 to 80 channels at an average monthly subscription price of
approximately $32.

    Cable television providers benefit from their entrenched position in the 
domestic consumer marketplace.  Cable subscribers have relatively minimal 
up-front costs as compared to DSS households, which must purchase (or lease) 
and install the DSS unit.  In addition, the cost of both USSB programming and 
DIRECTV programming may be higher than a subscriber would pay for cable 
service. Certain cable companies have indicated an intention to rebuild their 
transmission systems to upgrade to digital technology or add some digital 
capacity, which would provide their cable television customers with improved 
picture quality and sound and/or more channels.

SATELLITE PROGRAM PROVIDERS

    The FCC authorizes two types of satellite services for transmission of
television programming: (i) high-power DBS and (ii) low-power (C-band) and
medium-power (Ku-band) DBS.  High-power DBS delivers high quality video and
audio signals, can be received by an easily installed, 18 inch dish with
virtually no signal interference and, depending on the satellite's orbital
location, can be broadcast throughout the continental United States from a
single satellite.  Low- and medium-power DBS were intended by the FCC primarily
for commercial use.

    The International Telecommunication Union, an agency of the United Nations,
allocated to the United States 32 transponders at each of eight orbital
locations for the provision of domestic high-power DBS service.  The FCC has
issued licenses or construction permits for all eight orbital locations.
Although the number of potential competitors in the high-power DBS market is
limited by the number of orbital slots authorized for such service by the FCC
and by regulatory authorities of adjoining countries, additional spectrum may be
allocated to high-power DBS in the future, which would increase the number of
orbital locations beyond the present eight.  In addition, satellites regulated
by foreign governments may, in the future, provide competitive DBS services
under protocols between the United States and such foreign governments.  Under a
protocol between Mexico and the United States, Mexico has announced its
intention to auction an orbital location which will permit service to the United
States and the FCC has granted a Mexican entity authority in the United States
for reception of Spanish programming.  If Canada were to enter into a similar
protocol, Canada also has orbital locations which would permit DBS service to
the United States.

HIGH-POWER DBS

    The Company and DIRECTV, Inc. were the first domestic providers of
high-power DBS programming.  DIRECTV, Inc. broadcasts over 175 channels from the
101DEG.  west longitude orbital location shared with the Company, as compared
with up to 30 channels offered by the Company.  DIRECTV, Inc. offers a broad
range of sports programming and emphasizes pay-per-view movies and events and
offers over 50 channels of "basic" programming.  While the Company and DIRECTV,
Inc. share the goal of promoting the DSS system, they do compete for subscriber
revenues once the DSS unit is purchased by the consumer.

    EchoStar Communications Corporation ("EchoStar") has launched two
high-power DBS satellites at the 119DEG.  west longitude orbital location.
EchoStar offers programming which includes


                                          9
<PAGE>

many of the premium and basic channels available on the DSS system and is 
aggressively marketing its programming services and satellite dish as an 
alternative to the DSS system. EchoStar manufactures the 18-inch satellite 
dish needed to receive its programming and thereby has greater control over 
the retail price of its satellite dish than the Company, but also bears the 
financial responsibility associated with this aspect of its business.  In 
addition to two satellites at the 119DEG.  west longitude orbital location, 
EchoStar has acquired Direct Broadcast Satellite Corporation, which has filed 
an application for authority to launch at 61.5DEG.  west longitude.  Direct 
Broadcast Satellite Corporation has authority for 11 transponder slots at 
61.5DEG.  west longitude, which will be available to provide EchoStar's 
programming.  In addition, Dominion Video Satellite, Inc. has agreed to lease 
five of its eight transponders at the 61.5DEG.  orbital location to EchoStar. 
Since EchoStar and Dominion Video Satellite, Inc. will use the same 
encryption and receive system, Dominion subscribers may purchase EchoStar 
programming in addition to Dominion programming.  EchoStar has also acquired 
24 transponder slots at 148DEG.  west longitude which were auctioned in 
January 1996 by the FCC.

    The partners in PRIMESTAR Partners ("PRIMESTAR"), a partnership consisting
of G.E. Americom and major cable television system operators, including
Tele-Communications, Inc. ("TCI"), have agreed to form a new corporation,
PRIMESTAR, Inc., which is intended to be a publicly held company.  As part of
that reorganization, the FCC has been asked to approve a transfer of control of
Tempo Satellite, Inc. ("Tempo"), which has eleven transponders authorized at
119DEG.  west longitude and eleven transponders authorized at 166DEG.  west
longitude, from TCI Satellite Entertainment, Inc. to PRIMESTAR, Inc.  On March
8, 1997, Tempo launched its satellite to provide high power direct broadcast
satellite service at 119DEG.  west longitude, but such service has not yet
commenced.

    PRIMESTAR has also entered into an agreement with MCI, News Corp., and 
ASkyB which will permit PRIMESTAR to acquire the 28 transponders authorized 
to MCI at 110DEG.  west longitude, two satellites which are presently under 
construction (with a planned launch of September 1997 for the first 
satellite), and other related assets.  The FCC has been asked to approve the 
assignment of the MCI authorization to PRIMESTAR LHC, a wholly owned 
subsidiary of PRIMESTAR, Inc.  If this transaction proceeds as presently 
contemplated, ASkyB, which will be owned by News Corp. (80.1%) and MCI 
(19.9%), will have a non-voting equity interest (31%) in PRIMESTAR.  The 
parties have represented to the FCC that they are willing to divest the 
eleven transponders at 119DEG. west longitude if the 28 transponders at 
110DEG.  west longitude are permitted to be assigned to PRIMESTAR LHC.

LOW AND MEDIUM-POWER DBS

    PRIMESTAR also offers a 95-channel medium power broadcast system using
capacity on a medium-power satellite owned by G.E. Americom and leases receivers
and three foot satellite dishes to subscribers. PRIMESTAR's lease program is
widely credited for the success of its medium-power satellite service which,
according to trade publications, has approximately 1.9 million subscribers.
PRIMESTAR offers programming which includes many of the premium and basic
channels available on the DSS system.  PRIMESTAR promotes its service as
superior to cable and markets to the same general television viewers as the
Company.   See also "High-Power DBS" above.

    AlphaStar, Inc., a subsidiary of Tee-Com Electronics, Inc., which
previously offered video programming, filed for protection under the United
States Bankruptcy Code in 1997, and is no longer providing service.

    Potential competitors may provide television programming at any time by
leasing transponders from an existing satellite operator.  However, the number
of transponders available


                                          10
<PAGE>

for lease on any one satellite is generally limited, making it difficult to
provide sufficient channels for a viable system.

    The Company also competes with low-power (C-band) systems.  These systems,
which utilize a 4 to 8 foot dish, in the aggregate serve approximately 2.3
million subscribers.

TELEPHONE COMPANIES

    Certain regional telephone operating companies and long distance telephone
companies could become significant competitors of the Company in the future.
Several telephone companies have begun to enter the video programming market by
creating cable subsidiaries, acquiring existing cable operators outside of the
area they presently serve with telephone service, or by continuing their
involvement with wireless cable systems.  In addition, telephone companies can
establish open video services, which they either can make available to
television programmers or utilize themselves.  The Company will experience
additional competition if such companies enter the market.  Among other things,
telephone companies have an existing relationship with virtually every household
in their service area, substantial financial resources and an existing
infrastructure.

WIRELESS CABLE AND OTHER MICROWAVE SYSTEMS

    There are approximately 200 wireless cable systems in the United States,
serving approximately 900,000 subscribers.  These systems typically offer 20 to
40 channels of programming, which may include local programming; however, these
systems will require substantial capital expenditures to upgrade to digital
technology.  The FCC has recently allocated spectrum for the Local Multipoint
Distribution Service (LMDS), a form of wireless cable with increased bandwidth.
FCC auctions will be held to make the spectrum available for video, voice,
internet and data services.  Companies acquiring rights for LMDS could become
providers of competitive video services.

VHF/UHF BROADCASTERS

    Most areas of the United States are covered by traditional terrestrial
VHF/UHF broadcasters that typically offer three to ten channels. These stations
provide local, network and syndicated programming free of charge.  The FCC has
mandated that terrestrial television stations commence digital television
service, and has granted additional spectrum on an interim basis which may be
used for multichannel programming and/or high definition television (HDTV).  The
Company is unable to predict at this time the effect of such a development on
the Company's competitive position.

REGULATORY MATTERS

    The Company is subject to the regulatory authority of the FCC. As a
distributor of television programming, the Company is also affected by numerous
laws and regulations.  Unlike a common carrier, however, the Company is free to
set prices and serve customers according to its business judgment without rate
of return or certain other types of regulation.

    The FCC has issued a license (the "License") to the Company which allows
the Company to broadcast from the 101DEG.  west longitude orbital slot.
DIRECTV, Inc. is the only other entity licensed for the 101DEG.  west longitude
orbital slot.  No other entities can currently obtain transponders at 101DEG.
west longitude.

    The License must be renewed at the end of its ten year term.  FCC licenses
are generally renewed in the ordinary course, absent misconduct by the licensee.
Under the License, the Company is subject to FCC review primarily for the
following: (i) standards regarding individual


                                          11
<PAGE>

satellites (e.g., meeting minimum financial, legal and technical standards);
(ii) avoiding interference with other satellites; and (iii) complying with
rules the FCC has established specifically for high-power DBS satellite
licenses.  USSB II, Inc. ("USSB II"), a wholly owned subsidiary of the Company,
holds the License and owns the five transponders.  The Company and USSB II have
entered into a Transponder Use Agreement, whereby the Company is granted the
right to use the transponders. In addition, uplink facilities are separately
licensed by the Satellite Radio Branch of the FCC. The Company's National
Broadcast Center and its Auxiliary Broadcast Center have each received a
Satellite Radio Branch license.

    The FCC has also issued a Construction Permit and Launch Authority (the
"Permit") to the Company.  The Permit allows the Company to construct and launch
high-power DBS systems with three transponders at 110DEG.  west longitude and
with eight transponders at 148DEG.  west longitude. The 110DEG.  west longitude
orbital slot would enable the Company to provide a second high-power DBS service
to the United States, and additionally to Alaska and Hawaii.  The 148DEG.  west
longitude slot would allow the Company to provide programming between the United
States and the Pacific Rim, if the FCC and international regulatory bodies agree
to grant the necessary authorizations.  The Permit presently requires that these
two additional systems be operational by December 1997. The Company has
requested an extension to December 1999 in which to complete the construction
and launch of the remainder of its DBS systems.  The Company's ability to
operate at the 101DEG.  west longitude orbital location is not linked to the
Permit.  In connection with the Permit, the Company has entered into two
satellite construction contracts with Lockheed Martin for the construction of
two satellites.  Under the contract for the 110DEG.  orbital location, the
Company is presently required to make future fixed payments totaling
approximately $68.1 million after having made advance payments of $5.5 million.

    The Telecommunications Act of 1996 (the "Act") significantly deregulated
the telecommunications industry.  The Act further clarifies that the FCC has
exclusive jurisdiction over high-power DBS service, that criminal penalties may
be imposed for piracy of high-power DBS signals, that local zoning and homeowner
covenants which impair a viewer's ability to receive DBS signals are preempted
except where necessary for safety or historic reasons and that local (but not
state) taxes on DBS service are precluded.

RELATIONSHIP WITH HUGHES

    The Company has an important business relationship and course of dealing
with Hughes, based on their co-ownership of DBS-1, their shared use of the DSS
system (including its underlying technology) and their mutual objective to build
and promote consumer acceptance and growth of the DSS system.  The relationship
with Hughes dates back to 1991 and is based on contractual arrangements and a
history of cooperation. The Company and Hughes (or an affiliate of Hughes) are
parties to the following agreements:

    SATELLITE PAYLOAD PURCHASE AGREEMENT.  In May 1991, the Company entered
into a Satellite Payload Purchase Agreement (the "SPPA") with Hughes
Communications Galaxy, Inc. ("HCG"). The SPPA provided for the purchase by the
Company of a five-sixteenths interest in DBS-1, enabled the Company and
DIRECTV, Inc. to share the cost of satellite construction and launch and enabled
the Company and DIRECTV, Inc. to become the first high-power DBS satellite
broadcasters in the United States.  In addition, the SPPA provided that the
Company would pay its fair share of the development and/or acquisition costs for
the system technology, which includes conditional access, signal processing and
other systems.  Through this agreement, DIRECTV, Inc. and the Company utilize a
common system and avoid any technical barriers to consumers subscribing to both
USSB programming and DIRECTV programming.

    TRANSPONDER SERVICE AGREEMENT.  The Company also entered into a Transponder
Service Agreement with Hughes Communications Satellite Services, Inc. ("HCSS"),
whereby HCSS


                                          12
<PAGE>

provides telemetry, tracking and control of DBS-1.  Pursuant to this Agreement,
the Company and HCSS technical personnel are in regular contact, sharing
information regarding the satellite and cooperating in managing its operations.

    INTERIM TECHNOLOGY ACCESS AND COORDINATION AGREEMENT.  The Company and HCG
have entered into an Interim Technology Access and Coordination Agreement, which
clarifies certain issues regarding the sharing of the technology underlying the
DSS system and sets forth the preliminary agreement on the sharing of
development costs.  In addition, DIRECTV, Inc. has primary responsibility for
security of the DSS system and undertakes initiatives to detect signal piracy
and implement countermeasures.

    Even though the Company and DIRECTV, Inc. compete for subscriber revenues
from DSS households, there is currently no overlap between USSB programming and
DIRECTV programming.  Accordingly, both the Company and DIRECTV, Inc. have a
common interest in promoting awareness of the DSS system, maximizing DSS unit
sales and cooperating in joint marketing efforts to promote the DSS system.  See
also "Marketing."

EMPLOYEES

    As of June 30, 1997, the Company employed 142 persons.  None of the
Company's employees are represented by a union and the Company believes its
employee relations are satisfactory.

    In addition, pursuant to an Administrative Services Agreement between the
Company and Hubbard Broadcasting, Inc. ("HBI"), the Company's largest
shareholder, the Company receives services from certain executives of HBI and
also from the tax, payroll, accounts payable, risk management, management
information systems and legal staff of HBI.  The Company incurred an aggregate
charge of $996,000 for such services in fiscal 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT

    The executive officers of the Company are as follows:

NAME                         AGE            POSITION WITH THE COMPANY

Stanley S. Hubbard           64             Chairman of the Board

Stanley E. Hubbard           36             Chief Executive Officer and
                                            President

Robert W. Hubbard            32             Executive Vice President

Gerald D. Deeney             73             Treasurer, Chief Financial
                                            Officer and Secretary

Mary Pat Ryan                40             Senior Vice President, Marketing

Bernard J. Weiss             43             Vice President,
                                            Finance and Administration

Raymond A. Conover           47             Vice President, Engineering

Carl S. Wegener              44             Vice President, Dealer Marketing

Robert D. Pacek              54             Vice President, Information Systems


                                          13
<PAGE>

Joseph G. Ducey              38             Vice President, Operations


    STANLEY S. HUBBARD is the founder of the Company and serves as its Chairman
of the Board. Mr. Hubbard served as Chief Executive Officer of the Company from
its inception to November 1995.  Mr. Hubbard is also the Chairman of the Board,
President and Chief Executive Officer of HBI and divides his professional time
between the Company and HBI and its affiliates. Mr. Hubbard is an executive with
several other entities affiliated with HBI, including Conus Communications
Company Limited Partnership ("Conus"), a satellite news gathering firm.  Mr.
Hubbard, a graduate of the University of Minnesota, joined HBI in 1951.  He and
his father, the founder of HBI, were co-recipients of the Distinguished Service
Award from the National Association of Broadcasters in 1995.  Stanley S. Hubbard
is the father of Stanley E. Hubbard and Robert W. Hubbard.  Mr. Hubbard is also
a director of Fingerhut, Inc.

    STANLEY E. HUBBARD was elected Chief Executive Officer of the Company in
November 1995. From February 1993 until November 1995, Mr. Hubbard served as
President and Chief Operating Officer of the Company.  Prior thereto, he served
as Vice President of the Company.  He has been a director of the Company since
1991.  Mr. Hubbard has also been a Vice President of HBI for more than five
years and has a broad range of television experience.  He holds positions in
other affiliated companies, including director of HBI.  Mr. Hubbard is also a
director of First Team Sports, Inc.

    ROBERT W. HUBBARD was elected Executive Vice President of the Company in
February 1993 and elected a director of the Company in September 1992.  Mr.
Hubbard has a broad range of television experience with various HBI affiliates
and divides his professional time between the Company and HBI and its
affiliates.  Mr. Hubbard is also a director of HBI and serves as President of
its television group.

    GERALD D. DEENEY was elected Treasurer of the Company in June 1981, Chief
Financial Officer of the Company in September 1995 and Secretary in January
1996.  Mr. Deeney has been with HBI for more than thirty-five years and has been
Vice President and Treasurer of HBI for more than twenty-five years.  In 1992,
Mr. Deeney was elected a director of HBI.

    MARY PAT RYAN joined the Company as Vice President, Marketing in February
1994 and now is Senior Vice President, Marketing.  From 1983 to 1993, Ms. Ryan
was at Draft Direct, one of the largest direct marketing agencies in the world,
and served as Executive Vice President and Director of Client Services. At Draft
Direct, Ms. Ryan managed marketing programs for HBO's Cable and Satellite
Divisions, Time Warner Cable, The Sega Channel and American Express Travelers
Cheque Group, and oversaw all administrative, business development and training
functions for client services.

    BERNARD J. WEISS joined the Company in January 1994 and has been Vice
President of Finance and Administration of the Company since January 1995.  From
April 1990 until January 1994, Mr. Weiss served in various financial and
operating positions at Northwest Airlines. Inc., including Director of Budgets
and Analysis.  From June 1986 to 1990, Mr. Weiss served as Vice President and
acting division head of the media and communications division of First Banks.
Mr. Weiss is a Certified Public Accountant.

    RAYMOND A. CONOVER has been Vice President of Engineering of the Company
since March 1994.  Mr. Conover has held various positions with HBI and its
affiliates since 1972, most recently as Vice President and Director of
Engineering of Conus.


                                          14
<PAGE>

    CARL S. WEGENER joined the Company in 1993 as Director of Consumer
Electronics Marketing and was promoted to Vice President, Dealer Marketing, in
December 1994. Mr. Wegener has more than 20 years of experience in the consumer
electronics industry, including positions with RCA and Philips N.V.

    ROBERT D. PACEK joined the Company as Vice President, Information Services
in March 1996.  From September 1992 to March 1996, Mr. Pacek was Vice President,
Operations, of Advance, Inc., a consulting firm retained by the Company in the
area of information services. Prior thereto, he served as Deputy Director of
Information Services for the United States Navy for three years.

    JOSEPH G. DUCEY was appointed Vice President, Operations in July 1996. From
June 1991 to July 1996, he had been employed by HBI and affiliates in a number
of engineering/research positions, including Engineering Program Manager for
Conus and Director of Technical Operations.


                                 ITEM 2.  PROPERTIES

    The Company utilizes the following facilities:


      FACILITY                 LOCATION             SQUARE   OWNED OR LEASED
                                                   FOOTAGE

  Executive Offices           St. Paul, Minnesota   15,043   Leased from HBI (a)
  National Broadcast Center   Oakdale, Minnesota    20,500   Owned
  Auxiliary Broadcast Center  St. Paul, Minnesota    1,300   Antennas and
                                                             equipment are
                                                             owned by the
                                                             Company; roof
                                                             site for
                                                             antennas is
                                                             leased from
                                                             HBI (b)

(a) The lease for the Company's executive offices expires on June 30, 1998.
    The Company expects to renew this lease in the ordinary course.
(b) The Auxiliary Broadcast Center lease expires on June 30, 1999 and includes
    three five-year renewal options.

    The Company believes that its executive offices are adequate for its office
and administrative purposes for the foreseeable future and that its National
Broadcast Center is sufficient for its signal reception, signal processing and
uplinking facilities for the foreseeable future.  The Company's telemarketing,
customer service and billing functions are performed for it on a contract basis
by third parties and do not require the use of Company facilities.


                                          15
<PAGE>

                              ITEM 3.  LEGAL PROCEEDINGS

    The Company is exposed to litigation encountered in the normal course of
business.  In the opinion of management, the resolution of such litigation
matters of which the Company is aware will not have a material adverse effect on
the Company's financial position, results of operations or cash flows.  In
addition, the Company is a party to the following actions:

    IN THE MATTER OF CERTAIN DIGITAL SATELLITE SYSTEM (DSS) RECEIVERS AND
    COMPONENTS THEREOF, United States International Trade Commission,
    Investigation No. 337-TA-392; and PERSONALIZED MEDIA COMMUNICATIONS,
    L.L.C. V. THOMSON CONSUMER ELECTRONICS, ET AL., United States District
    Court, Northern District of California, Case No. C-96 20957.

In November 1996, Personalized Media Communications, L.L.C. ("PMC") initiated a
legal proceeding before the United States International Trade Commission ("ITC")
and a separate proceeding in the United States District Court for the Northern
District of California against digital satellite system developers,
manufacturers and programmers, including, among others, Hughes Network Systems,
Thomson Consumer Electronics and other DSS manufacturers, DIRECTV, Inc., and the
Company.

In the ITC action, PMC alleges that Hughes Network Systems, Thomson Consumer
Electronics and other DSS manufacturers have infringed, and that DIRECTV, Inc.
and the Company have contributed to and/or induced the infringement of, a patent
owned by PMC and requests the ITC to (i) bar the importing, marketing,
promoting, distributing, or sale of imported infringing DSS receivers in the
United States which are covered by PMC's patent and (ii) prohibit DIRECTV, Inc.
and the Company from broadcasting television programming to any imported
infringing DSS receiver.  A trial of the ITC proceeding before an administrative
law judge was conducted in July 1997, and an initial determination by the
administrative law judge is expected in October 1997.  The ITC is expected to
render its decision by January 1998.

In the Federal District Court action, PMC alleges that the same defendants,
including DIRECTV, Inc. and the Company, have infringed at least one claim of
several PMC patents and have induced the infringement of PMC's patents by
various DSS manufacturers.  PMC has requested the court to award PMC damages, to
treble such damages, and to enjoin the Company and the other defendants from
infringing PMC's patents.  The Court and all parties have agreed that the
Federal District Court action be stayed pending resolution of the ITC
investigation.

The Company has denied all material allegations in both complaints.  While it is
not possible to estimate the probable outcome of these proceedings at this time,
management believes, based on advice of counsel, that it has valid defenses to
PMC's claims and that, in particular, PMC's request in the ITC proceeding to
block DIRECTV, Inc. and the Company from broadcasting to imported DSS receivers
is unprecedented.  The Company does not believe that PMC is entitled to damages
or any remedies from the Company, and management intends to vigorously defend
both actions.


                                          16
<PAGE>

    IPPV ENTERPRISES V. THOMSON CONSUMER ELECTRONICS, INC., HUGHES NETWORK
    SYSTEMS, SONY CORPORATION OF AMERICA, HITACHI HOME ELECTRONICS
    (AMERICA), INC., UNIDEN AMERICA CORPORATION, DIRECTV, INC., AND UNITED
    STATES SATELLITE BROADCASTING COMPANY, INC., UNITED STATES DISTRICT
    COURT, DISTRICT OF DELAWARE, CASE NO. 97-288.

In June 1997, IPPV Enterprises, a Georgia partnership ("IPPV"), initiated a
legal proceeding in the United States District Court for the District of
Delaware against digital satellite system developers, manufacturers, including,
among others, Hughes Network Systems, Thomson Consumer Electronics and other DSS
manufacturers, DIRECTV, Inc., and the Company.

IPPV alleges that the defendants, including DIRECTV, Inc. and the Company, have
infringed several IPPV patents relating to parental control and pay-per-view
features used in the DSS system.  IPPV has requested the court to award IPPV
damages, to treble such damages, and to enjoin the Company and the other
defendants from infringing IPPV's patents.

The Company has denied all material allegations in the complaint.  While it is
not possible to estimate the probable outcome of this proceeding at this time,
management believes, based on advice of counsel, that it has valid defenses to
IPPV's claims.  The Company does not believe that IPPV is entitled to damages or
any remedies from the Company, and management intends to vigorously defend the
action.


                                          17
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended June 30, 1997.


                                          18
<PAGE>

                                       PART II

              ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                                 STOCKHOLDER MATTERS

    The Company's Class A Common stock trades on the Nasdaq National Market
under the symbol "USSB."  The following table sets forth the high and low
closing sales prices for such stock as reported on the Nasdaq National Market
for each quarter during fiscal 1997:


    YEAR ENDED JUNE 30, 1997:                    LOW                 HIGH
    ------------------------                     ---                 ----
    First Quarter ended September 30, 1996       $22                 $38
    Second Quarter ended December 31, 1996         9 3/4              23
    Third Quarter ended March 31, 1997             9 3/8              14 1/4
    Fourth Quarter ended June 30, 1997             8 1/4              11 3/4

    On September 22, 1997, the last reported sale price of the Company's Class
A Common stock was $8.56 per share.  At that date, the Company had 675 Class A
Common shareholders of record.

    The Company has not paid any cash dividends on its Class A Common stock and
does not intend to pay cash dividends for the foreseeable future.  Earnings will
be retained for use in the operation and expansion of the Company's business.

REPORT ON SALES OF SECURITIES AND USE OF PROCEEDS THEREFROM.

    Subsequent to the Company's initial public offering, effective January 31,
1996 (Registration No. 33-99906), and pursuant to the requirements of the
Securities Act of 1933, as amended and as then in effect, the Company filed an
initial report on Form SR with the Securities and Exchange Commission on May 10,
1996 and amendments thereto on November 12, 1996 and May 12, 1997.

    The following table sets forth the amount of direct or indirect payments 
to others from such effective date through June 30, 1997 which have changed 
since the most recently filed report on Form SR.

USE OF PROCEEDS                        DIRECT OR INDIRECT PAYMENTS TO OTHERS

---------------                        -------------------------------------
Purchase and Installation of Machinery
    and Equipment                                     $16,101,584
Temporary Investments
    Short Term Treasuries                             $74,000,000
    Cash                                              $   545,461

                    ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

    Information required by this item is set forth in the Company's 1997 Annual
Report to Shareholders on page 19, under the heading "Selected Financial and
Operating Data," and is incorporated herein by reference.


                                          19
<PAGE>

              ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

    Information required by this item is set forth in the Company's 1997 Annual
Report to Shareholders on pages 20 to 25, under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
is incorporated herein by reference.


                 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Information required by this item is set forth in the Company's 1997 Annual
Report to Shareholders on pages 26 to 39, in the consolidated financial
statements and notes, and on page 40, under the heading "Report of Independent
Public Accountants," and is incorporated herein by reference.


               ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                         ACCOUNTING AND FINANCIAL DISCLOSURE
    None.


                                          20
<PAGE>

                                       PART III

             ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Information regarding directors of the Company is set forth in the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders to
be held November 17, 1997, under the heading "Election of Directors" and under
the heading "Compliance with Section 16(a) of the Exchange Act," and is
incorporated herein by reference.  Information regarding executive officers of
the Company is contained in Part I, Item 1 of this Form 10-K.


                           ITEM 11.  EXECUTIVE COMPENSATION

    Information required by this item is set forth in the Company's 
definitive Proxy Statement for the Annual Meeting of Shareholders to be held 
November 17, 1997, under the heading "Compensation of Directors and Executive 
Officers," (except for the information set forth under the subcaptions 
"Report of the Compensation Committee" and "Share Investment Performance," 
which subsections are not incorporated herein) and is incorporated herein by 
reference.

                  ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                                OWNERS AND MANAGEMENT

    Information required by this item is set forth in the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held November 17,
1997, under the heading "Principal Shareholders" and is incorporated herein by
reference.


               ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information required by this item is set forth in the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held November 17,
1997, under the heading "Certain Transactions," and is incorporated herein by
reference.


                                          21
<PAGE>

                                       PART IV

                  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                               AND REPORTS ON FORM 8-K

(a) 1.   CONSOLIDATED FINANCIAL STATEMENTS

         The following financial statements are included in the company's 1997
         Annual Report to Shareholders and are incorporated in Part II, Item 8
         of this Form 10-K by reference:

         Report of Independent Public Accountants

         Consolidated Statements of Operations for the Years Ended
         June 30, 1997, 1996, and 1995

         Consolidated Balance Sheets as of June 30, 1997 and 1996

         Consolidated Statements of Shareholders' Equity for the Years Ended
         June 30, 1997, 1996 and 1995

         Consolidated Statements of Cash Flows for the Years Ended
         June 30, 1997, 1996 and 1995

         Notes to Consolidated Financial Statements

    2.   FINANCIAL STATEMENT SCHEDULES

         All schedules have been omitted since the required information is not
         present in amounts sufficient to require submission of the schedule.

    3.   EXHIBITS

         The following exhibits are filed as part of this Annual Report or,
         where indicated, were previously filed and are hereby incorporated by
         reference.

EXHIBIT NO.     EXHIBIT DESCRIPTION
-----------     -------------------
   1.1        Form of Underwriting Agreement (1)

   1.2        Form of Subscription Agreement (1)

   3.1        Restated Articles of Incorporation (1)

   3.2        Bylaws (1)

   3.3        Form of Second Restatement of the Articles of Incorporation (1)

   3.4        Form of Amended and Restated Bylaws (1)

   4.1        Form of Stock Certificate (1)

  10.1        United States Satellite Broadcasting Company, Inc. 1995 Stock
              Option Plan (1)*


                                          22
<PAGE>

  10.2        Sales Agency Agreement, dated December 22, 1993, between Thomson
              Consumer Electronics, Inc. and United States Satellite
              Broadcasting Company, Inc. (1)**

  10.3        United States Satellite Broadcasting Company, Inc. 1996
              Non-Employee Director Stock Option Plan (5)*

  10.4        Consulting Services Agreement, dated November 1, 1995 between
              Conus Communications Company Limited Partnership and United
              States Satellite Broadcasting Company, Inc. (2)

  10.5        [Intentionally reserved.]

  10.6        [Intentionally reserved.]

  10.7        [Intentionally reserved.]

  10.8        [Intentionally reserved.]

  10.9        [Intentionally reserved.]

 10.10        Amendment No. 1, effective July 1, 1997, to the Indenture of
              Lease dated May 1994, between Hubbard Broadcasting, Inc. and
              United States Satellite Broadcasting Company, Inc. (5)

 10.11        Service Agreement, dated January 1, 1994 between Conus
              Communications Company Limited Partnership and United States
              Satellite Broadcasting Company, Inc. (1)

 10.12        Indenture of Lease, dated May 1994, between Hubbard Broadcasting,
              Inc. and United States Satellite Broadcasting Company, Inc. (1)

 10.13        Satellite Payload Purchase Agreement, dated May 31, 1991, between
              Hughes Communications Galaxy, Inc. and United States Satellite
              Broadcasting Company, Inc., as amended (1)**

 10.14        Interim Technology Access and Coordination Agreement, dated June
              17, 1993, between Hughes Communications Galaxy, Inc. and United
              States Satellite Broadcasting Company, Inc. (1)**

 10.15        Transponder Service Agreement, dated May 31, 1991, between Hughes
              Communications Satellite Services, Inc. and United States
              Satellite Broadcasting Company, Inc. (1)**

 10.16        Processing Agreement, dated March 5, 1993, between JCPenney
              Business Services, Inc. and United States Satellite Broadcasting
              Company, Inc. (1)**

 10.17        Auxiliary Broadcast Center Lease (1)

 10.18        Form of Subscription Agreement, Letter of Investment Intent and
              Investor's Rights Agreement (1)

 10.19        Administrative Services Agreement, effective July 1, 1994,
              between United States Satellite Broadcasting Company, Inc. and
              Hubbard Broadcasting, Inc. (1)


                                          23
<PAGE>

 10.20        Tax Sharing Agreement between United States Satellite
              Broadcasting Company, Inc. and Hubbard Broadcasting, Inc. (1)

 10.21        6-Channel Direct Broadcast Satellite Contract, originally dated
              June 15, 1984, between Lockheed Martin Corporation (formerly RCA
              Corporation) and United States Satellite Broadcasting Company,
              Inc., as amended (1)**

 10.22        Amendment No. 10, dated December 18, 1995, to Direct Broadcast
              Satellite Contract between Lockheed Martin Corporation and United
              States Satellite Broadcasting Company, Inc. (1)**

 10.23        Administrative Services Agreement, effective July 1, 1996,
              between United States Satellite Broadcasting Company, Inc. and
              Hubbard Broadcasting, Inc. (2)

 10.24        Amendment No. 11, effective September 30, 1996, to Direct
              Broadcast Satellite Contract between Lockheed Martin Corporation
              and United States Satellite Broadcasting Company, Inc. (3)

 10.25        Amendment No. 12, effective November 27, 1996 to Direct Broadcast
              Satellite Contract between Lockheed Martin Corporation and United
              States Satellite Broadcasting Company, Inc. (4)

 10.26        Amendment No. 13, effective December 31, 1996, to Direct
              Broadcast Satellite Contract between Lockheed Martin Corporation
              and United States Satellite Broadcasting Company, Inc. (4)

 10.27        Contract No. 104274-B, effective December 31, 1996, Direct
              Broadcast Satellite Contract between Lockheed Martin Corporation
              and United States Satellite Broadcasting Company, Inc. (4) ***

 10.28        Amendment No. 1, effective April 11, 1997, to Direct Broadcast
              Satellite Contract between United States Satellite Broadcasting
              Company, Inc. and Lockheed Martin Corporation (5) ****

 10.29        Amendment No. 2, effective April 30, 1997, to Direct Broadcast
              Satellite Contract between United States Satellite Broadcasting
              Company, Inc. and Lockheed Martin Corporation (5) ****

 10.30        Amendment No. 3, effective June 1, 1997, to Direct Broadcast
              Satellite Contract between United States Satellite Broadcasting
              Company, Inc. and Lockheed Martin Corporation (5) ****

  13.1        Selected Portions of the Company's 1997 Annual Report to
              Shareholders (5)

  21.1        Subsidiaries of the Company (5)

  23.1        Consent of Arthur Andersen LLP (5)

  27.1        Financial Data Schedule (5)

______

*   Denotes management contract or compensatory plan or arrangement in which
    certain directors and named executive officers participate.


                                          24
<PAGE>

**   Portions of these documents were redacted and filed separately with the
     Securities and Exchange Commission pursuant to a request by the Company for
     confidential treatment pursuant to Rule 406 under the Securities Act of
     1933, as amended, in connection with the filing of the Registration
     Statement described in note (1) below.

***  Portions of this document were redacted and filed separately with the
     Securities and Exchange Commission pursuant to a request by the Company for
     confidential treatment pursuant to Rule 24b-2 under the Securities Exchange
     Act of 1934, as amended, in connection with the filing of the Company's
     Report on Form 10-Q described in note (4) below.

**** Portions of this document were redacted and filed separately with the
     Securities and Exchange Commission pursuant to a request by the Company for
     confidential treatment pursuant to Rule 24b-2 under the Securities Exchange
     Act of 1934, as amended, in connection with the filing of this Report on
     Form 10-K.

    (1)  Pursuant to Rule 12b-32, this exhibit is incorporated by reference
         under the same exhibit number to the exhibits filed with the Company's
         Registration Statement on Form S-1, File No. 33-99906.

    (2)  Pursuant to Rule 12b-32, this exhibit is incorporated by reference
         under the same exhibit number to the exhibits filed with the Company's
         Report on Form 10-K for the fiscal year ended June 30, 1996.

    (3)  Pursuant to Rule 12b-32, this exhibit is incorporated by reference
         under the same exhibit number to the exhibits filed with the Company's
         Report on Form 10-Q for the quarter ended September 30, 1996.

    (4)  Pursuant to Rule 12b-32, this exhibit is incorporated by reference
         under the same exhibit number to the exhibits filed with the Company's
         Report on Form 10-Q for the quarter ended December 31, 1996.

    (5)  Filed herewith.

(b) REPORTS ON FORM 8-K

    None


                                          25
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: September 26, 1997         UNITED STATES SATELLITE
                                  BROADCASTING COMPANY, INC.



                                  By:   /s/ Stanley E. Hubbard
                                     -------------------------------------
                                       Stanley E. Hubbard
                                       Chief Executive Officer and President
                                       (Principal Executive Officer)

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

    Signature                Title                              Date
    ---------                -----                              ----

/s/ Stanley S. Hubbard       Chairman of the Board           September 4, 1997
--------------------------
Stanley S. Hubbard

/s/ Stanley E. Hubbard       Chief Executive Officer,        September 22, 1997
--------------------------    President, and Director
Stanley E. Hubbard           (Principal Executive Officer)

/s/ Robert W. Hubbard        Executive Vice President and    September 22, 1997
--------------------------   Director
 Robert W. Hubbard

/s/ Gerald D. Deeney         Treasurer and Chief Financial   September 22, 1997
--------------------------   Officer (Principal Financial
Gerald D. Deeney             and Accounting Officer)

/s/ Herbert S. Schlosser     Director                        September 22, 1997
--------------------------
Herbert S. Schlosser

/s/ David S. Allen           Director                        September 22, 1997
--------------------------
David S. Allen

/s/ Frank N. Magid           Director                        September 22, 1997
--------------------------
Frank N. Magid

/s/ Peter G. Skinner         Director                        September 22, 1997
--------------------------
Peter G. Skinner

/s/ William D. Savoy         Director                        September 22, 1997
--------------------------
William D. Savoy

/s/ John W. Marvin           Director                        September 22, 1997
--------------------------
John W. Marvin


                                          26
<PAGE>

/s/ Ward L. Quaal            Director                        September 22, 1997
--------------------------
Ward L. Quaal

                             Director                        September __, 1997
--------------------------
Kenneth G. Langone

/s/ Louis G. Zachary, Jr.    Director                        September 22, 1997
--------------------------
Louis G. Zachary, Jr.

/s/ Peter F. Frenzer         Director                        September 22, 1997
--------------------------
Peter F. Frenzer

                                          27