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Document and Entity Information - shares	9 Months Ended
Sep. 30, 2010	Oct. 22, 2010
Statement [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2010
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q3
Entity Registrant Name	EchoStar CORP
Entity Central Index Key	0001415404
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Class A Common Stock
Statement [Line Items]
Entity Common Stock, Shares Outstanding		37,501,322
Class B Common Stock
Statement [Line Items]
Entity Common Stock, Shares Outstanding		47,687,039

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2009
Current Assets:
Cash and cash equivalents	$ 116,704	$ 23,330
Marketable investment securities	849,987	805,832
Trade accounts receivable - DISH Network, net of allowance for doubtful accounts of zero	392,404	373,454
Trade accounts receivable - other, net of allowance for doubtful accounts of $5,997 and $5,605, respectively	48,704	84,178
Inventory	43,646	53,014
Deferred tax assets	5,451	5,053
Other current assets	27,855	18,997
Total current assets	1,484,751	1,363,858
Noncurrent Assets:
Restricted cash and marketable investment securities	17,216	18,003
Property and equipment, net of accumulated depreciation of $1,724,660 and $1,609,077, respectively	1,265,276	1,233,185
FCC authorizations	69,810	69,810
Intangible assets, net	126,832	151,813
Marketable and other investment securities	613,353	562,019
Other noncurrent assets, net	56,583	69,380
Total noncurrent assets	2,149,070	2,104,210
Total assets	3,633,821	3,468,068
Current Liabilities:
Trade accounts payable - other	204,733	171,335
Trade accounts payable - DISH Network	19,999	38,347
Accrued royalties	18,581	22,052
Accrued expenses and other	86,082	78,070
Current portion of long-term debt and capital lease obligations	46,953	54,206
Total current liabilities	376,348	364,010
Long-Term Obligations, Net of Current Portion:
Long-term debt and capital lease obligations, net of current portion	364,674	392,163
Deferred tax liabilities	65,851	31,588
Other long-term liabilities	29,096	15,457
Total long-term obligations, net of current portion	459,621	439,208
Total liabilities	$ 835,969	$ 803,218
Commitments and Contingencies (Note 11)
Stockholders' Equity (Deficit):
Preferred Stock, $.001 par value, 20,000,000 shares authorized, none issued and outstanding
Additional paid-in capital	3,297,896	3,278,680
Accumulated other comprehensive income (loss)	156,091	77,120
Accumulated earnings (deficit)	(558,064)	(593,484)
Treasury stock, at cost	(98,162)	(97,557)
Total stockholders' equity (deficit)	2,797,852	2,664,850
Total liabilities and stockholders' equity (deficit)	3,633,821	3,468,068
Class A Common Stock
Stockholders' Equity (Deficit):
Common stock	43	43
Class B Common Stock
Stockholders' Equity (Deficit):
Common stock	48	48
Class C Common Stock
Stockholders' Equity (Deficit):
Common stock
Class D Common Stock
Stockholders' Equity (Deficit):
Common stock

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
Revenue:
Equipment Revenue - DISH Network	$ 392,821	$ 314,362	$ 1,161,508	$ 838,965
Equipment revenue - other	77,471	68,647	276,037	195,635
Services and other revenue - DISH Network	120,031	89,913	353,897	281,282
Services and other revenue - other	16,717	10,010	45,727	29,745
Total revenue	607,040	482,932	1,837,169	1,345,627
Costs and Expenses:
Cost of sales - equipment	401,998	327,522	1,228,206	886,176
Cost of sales - services and other (exclusive of depreciation shown below - Note 6)	62,295	47,954	180,148	149,005
Research and development expenses	11,645	10,633	36,270	31,447
Selling, general and administrative expenses	30,366	37,223	96,342	90,117
General and administrative expenses - DISH Network	3,942	4,447	12,655	17,703
Depreciation and amortization (Note 6)	58,191	58,989	172,866	180,413
Total costs and expenses	568,437	486,768	1,726,487	1,354,861
Operating income (loss)	38,603	(3,836)	110,682	(9,234)
Other Income (Expense):
Interest income	3,525	9,757	9,214	24,535
Interest expense, net of amounts capitalized (Note 8)	11,074	(6,964)	(10,727)	(21,479)
Unrealized and realized gains (losses) on marketable investment securities and other investments	(94)	100,458	(22,099)	97,504
Unrealized gains (losses) on investments accounted for at fair value, net	(21,087)	232,359	22,720	349,309
Other, net	1,439	1,400	(6,791)	(3,645)
Total other income (expense)	(5,143)	337,010	(7,683)	446,224
Income (loss) before income taxes	33,460	333,174	102,999	436,990
Income tax (provision) benefit, net	(28,309)	(38,492)	(67,579)	(41,881)
Net income (loss)	5,151	294,682	35,420	395,109
Less: Net income (loss) attributable to noncontrolling interest		742
Net income (loss) attributable to EchoStar common shareholders	5,151	293,940	35,420	395,109
Comprehensive Income (Loss):
Net income (loss)	5,151	294,682	35,420	395,109
Foreign currency translation adjustments	882	(546)	284	617
Unrealized holding gains (losses) on available-for-sale securities	31,883	41,596	78,779	208,125
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(95)	(100,458)	(92)	(102,964)
Deferred income tax (expense) benefit		23,270		(37,139)
Comprehensive income (loss)	37,821	258,544	114,391	463,748
Less: Comprehensive income (loss) attributable to noncontrolling interest		742
Comprehensive income (loss) attributable to EchoStar common shareholders	$ 37,821	$ 257,802	$ 114,391	$ 463,748
Weighted-average common shares outstanding - Class A and B common stock:
Basic	85,158	85,260	85,040	86,086
Diluted	85,250	85,310	85,136	86,303
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar common shareholders	$ 0.06	$ 3.45	$ 0.42	$ 4.59
Diluted net income (loss) per share attributable to EchoStar common shareholders	$ 0.06	$ 3.45	$ 0.42	$ 4.58

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009
Cash Flows From Operating Activities:
Net income (loss)	$ 35,420	$ 395,109
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	172,866	180,413
Equity in losses (earnings) of affiliates	7,962	4,179
Unrealized and realized (gains) losses on marketable investment securities and other investments	22,099	(97,504)
Unrealized (gains) losses on investments accounted for at fair value, net	(22,720)	(349,309)
Non-cash, stock-based compensation	10,542	10,118
Deferred tax expense (benefit)	29,993	(8,348)
Other, net	(3,928)	(14,029)
Change in noncurrent assets	15,700	(168)
Changes in current assets and current liabilities, net	(72,101)	21,078
Net cash flows from operating activities	195,833	141,539
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(1,683,091)	(1,284,078)
Sales and maturities of marketable investment securities	1,720,146	1,423,943
Purchases of property and equipment	(157,031)	(124,910)
Capital transaction with DISH Network in connection with the launch service (Note 13)	102,913
Change in restricted cash and marketable investment securities	787	(15,906)
Purchase of strategic investments included in marketable and other investment securities	(46,389)	(53,023)
Other, net	638	5,052
Net cash flows from investing activities	(62,027)	(48,922)
Cash Flows From Financing Activities:
Repayment of long-term debt and capital lease obligations	(42,726)	(42,094)
Class A common stock repurchases	(605)	(29,010)
Net proceeds from Class A common stock options exercised and issued under the Employee Stock Purchase Plan	2,899	1,476
Net cash flows from financing activities	(40,432)	(69,628)
Net increase (decrease) in cash and cash equivalents	93,374	22,989
Cash and cash equivalents, beginning of period	23,330	24,467
Cash and cash equivalents, end of period	116,704	47,456
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	31,158	21,310
Capitalized interest (Note 8)	12,566
Cash received for interest	11,697	9,506
Cash paid for income taxes	14,601	25,532
Employee benefits paid in Class A common stock	3,814
Satellites and other assets financed under capital lease obligations	48,473	$ 2,760
Reduction of capital lease obligations and associated asset value for AMC-16 (Note 6)	$ 39,442

Marketable Investment Securities, Restricted Cash and Other Investment Securities

9 Months Ended

Sep. 30, 2010

Marketable Investment Securities, Restricted Cash and Other Investment Securities

Marketable Investment Securities Restricted Cash and Other Investment Securities

4. Marketable Investment Securities, Restricted Cash and Other Investment Securities

Our marketable investment securities, restricted cash and other investment securities consist of the following:


	As of
	September 30, 2010		December 31, 2009
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	356,100	$	398,630
Current marketable investment securities - strategic		207,517		126,622
Current marketable investment securities - other		286,370		280,580

Total marketable investment securities - current		849,987		805,832
Restricted marketable investment securities (1)		2,215		2,995

Total		852,202		808,827


Restricted cash and cash equivalents (1)		15,001		15,008


Marketable and other investment securities - noncurrent:
Marketable and other investment securities - cost method		19,685		33,288
Marketable and other investment securities - equity method		119,759		94,826
Marketable and other investment securities - fair value method		473,909		433,905

Total marketable and other investment securities - noncurrent		613,353		562,019

Total marketable investment securities, restricted cash and other investment securities	$	1,480,556	$	1,385,854

(1)	Restricted marketable investment securities and restricted cash and cash equivalents are included in "Restricted cash and marketable investment securities" on our Condensed Consolidated Balance Sheets.

Marketable Investment Securities - Current

Our current marketable investment securities portfolio consists of various debt and equity instruments, all of which are classified as available-for-sale.

Current Marketable Investment Securities - VRDNs

Variable rate demand notes ("VRDNs") are long-term floating rate municipal bonds with embedded put options that allow the bondholder to sell the security at par plus accrued interest. All of the put options are secured by a pledged liquidity source. Our VRDN portfolio is comprised of investments in many municipalities, which are backed by financial institutions or other highly rated companies that serve as the pledged liquidity source. While they are classified as marketable investment securities, the put option allows VRDNs to be liquidated generally on a same day or on a five business day settlement basis.

Current Marketable Investment Securities - Strategic

Our current strategic marketable investment securities are highly speculative and have experienced and continue to experience volatility. As of September 30, 2010, a significant portion of our strategic investment portfolio consisted of securities of several issuers and the value of that portfolio therefore depends on those issuers.

Current Marketable Investment Securities - Other

Our other current marketable investment securities portfolio includes investments in various debt instruments including corporate and government bonds.

Restricted Cash and Marketable Investment Securities

As of September 30, 2010 and December 31, 2009, our restricted marketable investment securities, together with our restricted cash, included amounts required as collateral for our letters of credit or surety bonds.

Marketable and Other Investment Securities - Noncurrent

We account for our unconsolidated debt and equity investments under the fair value, equity and/or cost method of accounting. We have several strategic investments in certain equity securities that are included in noncurrent "Marketable and other investment securities" on our Condensed Consolidated Balance Sheets.

Marketable and Other Investment Securities – Cost and Equity

Non-majority owned investments are generally accounted for using the equity method when we have the ability to significantly influence the operating decisions of an investee. However, when we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used.

Our ability to realize value from our strategic investments in companies that are not publicly traded depends on the success of those companies' businesses and their ability to obtain sufficient capital to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.

Marketable and Other Investment Securities – Fair Value

We elect the fair value method for certain investments in affiliates whose debt and equity are publicly traded, when we believe the fair value method of accounting provides more meaningful information to our investors. For our investments carried at fair value, interest and dividends are measured at fair value and are recorded in "Unrealized gains (losses) on investments accounted for at fair value, net." See "Investment in TerreStar" below for more information.

Unrealized Gains (Losses) on Marketable Investment Securities

As of September 30, 2010 and December 31, 2009, we had accumulated net unrealized gains of $155 million and $77 million, both net of related tax effect, respectively, as a part of "Accumulated other comprehensive income (loss)" within "Total stockholders' equity (deficit)." A full valuation allowance has been established against any deferred taxes that are capital in nature. The components of our available-for-sale investments are detailed in the table below.


	As of September 30, 2010									As of December 31, 2009
	Marketable Investment Securities		Unrealized							Marketable Investment Securities		Unrealized
	Marketable Investment Securities		Gains		Losses			Net		Marketable Investment Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	356,100	$	—	$	—		$	—	$	398,630	$	—	$	—		$	—
Other (including restricted)		328,078		20,219		(187	)		20,032		316,793		15,696		(137	)		15,559
Equity securities:
Other		168,024		135,386		—			135,386		93,404		61,172		—			61,172

Total marketable investment securities	$	852,202	$	155,605	$	(187	)	$	155,418	$	808,827	$	76,868	$	(137	)	$	76,731

As of September 30, 2010, restricted and non-restricted marketable investment securities include debt securities of $639 million with contractual maturities of one year or less and $45 million with contractual maturities greater than one year. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Marketable Investment Securities in a Loss Position

The following table reflects the length of time that the individual securities, accounted for as available-for-sale, have been in an unrealized loss position, aggregated by investment category. We do not intend to sell our investments in debt securities before they recover or mature, and it is more likely than not that we will hold these debt investments until that time. In addition, we are not aware of any specific factors indicating that the underlying issuers of these debt securities would not be able to pay interest as it becomes due or repay the principal at maturity. Therefore, we believe that these changes in the estimated fair values of these marketable investment securities are related to temporary market fluctuations.


	Primary Reason for Unrealized Loss		As of September 30, 2010
			Total Fair Value		Less than Six Months					Six to Nine Months					Nine Months or More
Investment Category					Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Investment Category					Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(In thousands)
Debt securities		Temporary market fluctuations	$	78,944	$	9,923	$	(10	)	$	61,964	$	(175	)	$	7,057	$	(2	)

Total			$	78,944	$	9,923	$	(10	)	$	61,964	$	(175	)	$	7,057	$	(2	)


			As of December 31, 2009
	Primary Reason for Unrealized Loss		Total Fair Value		Less than Six Months					Six to Nine Months					Nine Months or More
					Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Investment Category					Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(In thousands)
Debt securities		Temporary market fluctuations	$	57,683	$	50,648	$	(94	)	$	7,035	$	(43	)	$	—	$	—

Total			$	57,683	$	50,648	$	(94	)	$	7,035	$	(43	)	$	—	$	—

Fair Value Measurements

We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:

•

Level 1, defined as observable inputs being quoted prices in active markets for identical assets;

•

Level 2, defined as observable inputs including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring assumptions based on the best information available.

Our assets measured at fair value on a recurring basis were as follows:


	As of
	September 30, 2010								December 31, 2009
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Debt securities:
VRDNs	$	356,100	$	—	$	356,100	$	—	$	398,630	$	—	$	398,630	$	—
Other (including restricted)		328,078		2,217		325,861		—		316,793		2,998		313,795		—

Equity securities		168,024		168,024		—		—		93,404		93,404		—		—

Marketable and other investment securities - noncurrent		473,909		10,413		—		463,496		433,905		28,200		339,677		66,028

Total assets at fair value	$	1,326,111	$	180,654	$	681,961	$	463,496	$	1,242,732	$	124,602	$	1,052,102	$	66,028

Changes in Level 3 instruments are as follows:


	Level 3 Investment Securities
	(In thousands)
Balance as of December 31, 2009	$	66,028
Net realized and unrealized gains (losses) included in earnings		(37,930	)
Purchases, issuances and settlements, net		48,125
Transfers from level 2 to level 3		387,273

Balance as of September 30, 2010	$	463,496

Transfers from level 2 into level 3 are due to a lack of observable market data for these securities during the nine months ended September 30, 2010.

Unrealized and Realized Gains (Losses) on Marketable Investment Securities and Other Investments

"Unrealized and realized gains (losses) on marketable investment securities and other investments" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) includes changes in the carrying amount of our investments as follows:


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2010			2009		2010			2009
	(In thousands)
Unrealized and realized gains (losses) on marketable investment securities and other investments:
Marketable investment securities - gains (losses) on sales/exchange	$	(94	)	$	100,458	$	(87	)	$	104,275
Marketable and other investment securities - other-than-temporary impairments		—			—		(22,012	)		(6,771	)

Total unrealized and realized gains (losses) on marketable investment securities and other investments	$	(94	)	$	100,458	$	(22,099	)	$	97,504

Investments in TerreStar

We account for our investments in TerreStar Corporation ("TerreStar Corporation") and TerreStar Networks Inc. ("TerreStar Networks"), an indirect, majority-owned subsidiary of TerreStar Corporation, using the fair value method of accounting which we believe provides more meaningful information to our investors. TerreStar Networks is the principal operating subsidiary of TerreStar Corporation. As discussed further below, TerreStar Networks filed for bankruptcy protection under the U.S. Bankruptcy Code on October 19, 2010. As of November 5, 2010, TerreStar Corporation had not filed for bankruptcy protection; however there can be no assurance whether or not TerreStar Corporation will file for bankruptcy protection in the future.

We have been an investor in TerreStar Corporation and TerreStar Networks for over two years. In February 2008, we completed several transactions under a Master Investment Agreement between us, TerreStar Corporation and TerreStar Networks. Under the Master Investment Agreement, we acquired $50 million in aggregate principal amount of TerreStar Networks' 6¹/2% Senior Exchangeable Paid-in-Kind Notes due June 15, 2014 ("Exchangeable Notes") as well as $50 million aggregate principal amount of TerreStar Networks' 15% Senior Secured Paid-in-Kind Notes due February 15, 2014 ("15% PIK Notes"). We have also from time to time acquired and we currently hold other securities issued by TerreStar Corporation and TerreStar Networks.

Also, in February 2008, we entered into a Spectrum Agreement with TerreStar Corporation, under which in June 2008, TerreStar Corporation completed the acquisition of our holdings of 1.4 GHz spectrum in exchange for the issuance of 30 million shares of its common stock to us.

We also entered into an agreement with TerreStar Networks and Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund LP (collectively, "Harbinger"), in which we and Harbinger each committed to provide up to $50 million in secured financing, the proceeds of which were advanced to TerreStar Networks from time to time as required for TerreStar Networks to make required payments in connection with a communications satellite to be constructed and launched for TerreStar Networks. As of September 30, 2010, we are owed $43 million by TerreStar Networks under the terms of this credit agreement.

Under the Master Investment Agreement, we have the right to appoint two representatives on TerreStar Corporation's Board of Directors. We do not presently have any representatives on TerreStar Corporation's Board of Directors. Our debt investments in TerreStar Networks had a fair value of $464 million and $406 million as of September 30, 2010 and December 31, 2009, respectively. Our equity investments in TerreStar Corporation had a fair value of $10 million and $28 million as of September 30, 2010 and December 31, 2009, respectively.

As a result, our debt and equity investments in TerreStar Corporation and TerreStar Networks had an aggregate fair value of $474 million and $434 million as of September 30, 2010 and December 31, 2009, respectively. Fluctuations in fair value of these investments are recorded in "Unrealized gains (losses) on investments accounted for at fair value, net" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and directly impact our profitability. For the three months ended September 30, 2010, we recorded a $21 million loss on these investments compared to a $232 million gain for the same period in 2009. For the nine months ended September 30, 2010, we recorded a $23 million gain on these investments compared to a $349 million gain for the same period in 2009.

Our investments in TerreStar Corporation and TerreStar Networks are highly speculative and have experienced and continue to experience significant volatility. The investments in TerreStar Networks are determined using Level 3 inputs under the fair value hierarchy. In estimating those fair values we consider quotes from brokers and other pricing services, if available, and obtain both observable and unobservable inputs in our valuation models which include the use of option pricing and discounted cash flow techniques. The fair value of these investments can be significantly impacted by adverse changes in securities markets generally, as well as risks related to the performance of TerreStar Corporation and TerreStar Networks, their ability to obtain sufficient capital to execute their business plans, risks associated with their specific industries, and other factors.

In connection with the filings by TerreStar Networks and certain of its affiliates (other than TerreStar Corporation) (the "Debtors") for protection under Chapter 11 of the U.S. Bankruptcy Code and an ancillary proceeding under the Companies' Creditors Arrangement Act in Canada, on October 19, 2010, we entered into a commitment to provide a debtor-in-possession credit facility (the "Credit Facility") to the Debtors. The Credit Facility consists of a non-revolving, multiple draw term loan in the aggregate principal amount of $75 million, with drawings subject to the terms and conditions set forth in the credit agreement. On October 21, 2010, we funded $18 million to the Debtors under this Credit Facility.

On October 19, 2010, we also entered into a restructuring support agreement pursuant to which we have committed to backstop up to $100 million of a $125 million rights offering for preferred shares of TerreStar Networks to be completed upon TerreStar Network's emergence from bankruptcy. The proceeds from this rights offering will, among other things, repay the Credit Facility. In addition, at our sole option, we will have the right to subscribe for an additional $25 million in preferred shares of TerreStar Networks in connection with its exit from bankruptcy. Under the restructuring support agreement, which remains subject to approval by the Bankruptcy Court, we have also committed to support TerreStar Networks' plan of reorganization under which: (i) all of the outstanding long-term debt securities of TerreStar Networks would be converted into equity, including the 15% PIK Notes a majority of which we hold, whereby the holders of the 15% PIK Notes would receive an aggregate of 97% of the new common equity in TerreStar Networks; (ii) the remaining 3% of the new common equity would be issued to holders of the Exchangeable Notes and holders of general unsecured claims; (iii) the existing equity in TerreStar Networks would be extinguished; and (iv) TerreStar Networks' purchase money security credit agreement would be reinstated and remain outstanding.

The ability of TerreStar Networks' plan of reorganization to become effective and the Debtors' ongoing business is subject to a number of risks and uncertainties. Certain parties may challenge the plan of reorganization on a number of grounds, including feasibility, the proposed treatment of the outstanding debt, and the appropriateness of the equity distribution. Moreover, the FCC must approve the transfer of control over the Debtors' licenses under the plan of reorganization, and if it does not do so, the plan of reorganization cannot be implemented in its current form. In addition, it is impossible to predict with certainty the amount of time that the Debtors may spend in bankruptcy or whether the Debtors will be able to obtain confirmation of a plan of reorganization. If the Debtors are unable to obtain confirmation of a viable plan of reorganization on a timely basis, they may be forced to operate in bankruptcy for an extended period and may not have access to sufficient capital to reorganize. As a result, they may be forced to liquidate. Any delay could jeopardize the Debtors' relationships with their key vendors and suppliers, customers and employees, which, in turn, would have an adverse effect on the Debtors' operations. A material deterioration in the Debtors' operations likely would diminish the value of our investment in TerreStar Corporation and TerreStar Networks.

We report the following TerreStar Corporation financial information on a one-quarter lag as TerreStar Corporation is a public company but not a "large accelerated filer," as defined by the SEC. As such, the statements of operations data, shown below, includes the three and six months ended June 30 for each respective period presented. We rely on TerreStar Corporation's management to provide us with accurate summary financial information. We are not aware of any errors in, or possible misstatements of, the financial information provided to us that would have a material effect on our Condensed Consolidated Financial Statements. The following table provides summarized financial information from TerreStar Corporation:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Statements of Operations Data (unaudited):	2010			2009			2010			2009
	(In thousands)
Revenue	$	3,243		$	—		$	6,243		$	—

Operating expenses	$	48,175		$	41,932		$	98,289		$	77,884

Net income (loss) from continuing operations	$	(61,238	)	$	(52,624	)	$	(120,431	)	$	(97,155	)

Net income (loss)	$	(61,238	)	$	(52,624	)	$	(120,431	)	$	(97,155	)

Net income (loss) available to common stockholders	$	(62,451	)	$	(60,002	)	$	(128,925	)	$	(112,079	)

Stock-Based Compensation

9 Months Ended

Sep. 30, 2010

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

Stock Incentive Plans

We maintain stock incentive plans to attract and retain officers, directors and key employees. Stock awards under these plans include both performance and non-performance based stock incentives. As of September 30, 2010, we had outstanding under these plans stock options to acquire 8.1 million shares of our Class A common stock and 0.1 million restricted stock units. Stock options granted prior to and on September 30, 2010 were granted with exercise prices equal to or greater than the market value of our Class A common stock at the date of grant and with a maximum term of ten years. While historically we have issued stock awards subject to vesting, typically at the rate of 20% to 33% per year, some stock awards have been granted with immediate vesting and other stock awards vest only upon the achievement of certain company- wide objectives. As of September 30, 2010, we had 6.6 million shares of our Class A common stock available for future grant under our stock incentive plans.

In connection with the Spin-off, as permitted by DISH Network's existing stock incentive plans and consistent with the Spin-off exchange ratio, each DISH Network stock option was converted into two stock options as follows:

•

an adjusted DISH Network stock option for the same number of shares that were exercisable under the original DISH Network stock option, with an exercise price equal to the exercise price of the original DISH Network stock option multiplied by 0.831219.

•

a new EchoStar stock option for one-fifth of the number of shares that were exercisable under the original DISH Network stock option, with an exercise price equal to the exercise price of the original DISH Network stock option multiplied by 0.843907.

Similarly, each holder of DISH Network restricted stock units retained his or her DISH Network restricted stock units and received one EchoStar restricted stock unit for every five DISH Network restricted stock units that they held.

Consequently, the fair value of the DISH Network stock award and the new EchoStar stock award immediately following the Spin-off was equivalent to the fair value of such stock award immediately prior to the Spin-off.

As of September 30, 2010, the following stock awards were outstanding:


	As of September 30, 2010
	EchoStar Awards				DISH Network Awards
Stock Awards Outstanding	Stock Options		Restricted Stock Units		Stock Options		Restricted Stock Units
Held by EchoStar employees		6,986,140		63,040		3,527,086		365,841
Held by DISH Network employees		1,070,874		59,517		N/A		N/A

Total		8,057,014		122,557		3,527,086		365,841

We are responsible for fulfilling all stock awards related to EchoStar common stock and DISH Network is responsible for fulfilling all stock awards related to DISH Network common stock, regardless of whether such stock awards are held by our or DISH Network's employees. Notwithstanding the foregoing, our stock-based compensation expense, resulting from stock awards outstanding at the Spin-off date, is based on the stock awards held by our employees regardless of whether such stock awards were issued by EchoStar or DISH Network. Accordingly, stock-based compensation that we expense with respect to DISH Network stock awards is included in "Additional paid-in capital" on our Condensed Consolidated Balance Sheets.

Stock Award Activity

Our stock option activity for the nine months ended September 30, 2010 was as follows:


	For the Nine Months Ended September 30, 2010
	Options			Weighted- Average Exercise Price
Total options outstanding, beginning of period		7,203,101		$	24.85
Granted		1,248,000			19.10
Exercised		(80,152	)		14.11
Forfeited and cancelled		(313,935	)		37.40

Total options outstanding, end of period		8,057,014			23.38

Performance-based options outstanding, end of period (1)		697,800			25.38

Exercisable at end of period		2,458,487			26.34

(1)

These stock options, which are included in the caption "Total options outstanding, end of period," were issued pursuant to a performance-based stock incentive plan. Vesting of these stock options is contingent upon meeting a certain company goal which is not yet probable of being achieved. See discussion of the 2005 LTIP below.

We realized tax benefits from stock awards exercised during the three and nine months ended September 30, 2010 and 2009 as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2010		2009		2010		2009
	(In thousands)
Tax benefit from stock awards exercised	$	53	$	65	$	1,005	$	357

Based on the closing market price of our Class A common stock on September 30, 2010, the aggregate intrinsic value of our stock options was as follows:


	As of September 30, 2010
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	5,839	$	1,182

Our restricted stock unit activity for the nine months ended September 30, 2010 was as follows:


	For the Nine Months Ended September 30, 2010
	Restricted Stock Units			Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period		130,040		$	27.78
Granted		—			—
Vested		—			—
Forfeited and cancelled		(7,483	)		26.41

Total restricted stock units outstanding, end of period		122,557			27.86

Restricted Performance Units outstanding, end of period (1)		94,007			26.64

(1)

These Restricted Performance Units, which are included in the caption "Total restricted stock units outstanding, end of period," were issued pursuant to a performance-based stock incentive plan. Vesting of these Restricted Performance Units is contingent upon meeting a certain company goal which is not yet probable of being achieved. See discussion of the 2005 LTIP below.

Long-Term Performance-Based Plans

2005 LTIP. During 2005, DISH Network adopted a long-term, performance-based stock incentive plan (the "2005 LTIP"). The 2005 LTIP provides stock options and restricted stock units, either alone or in combination, which vest over seven years at the rate of 10% per year during the first four years, and at the rate of 20% per year thereafter. Exercise of the stock awards is subject to a performance condition that a company-specific goal is achieved by March 31, 2015.

Contingent compensation related to the 2005 LTIP will not be recorded in our financial statements unless and until the achievement of the performance condition is probable. The competitive nature of our industry and certain other factors can significantly impact achievement of the goal. Consequently, while it was determined that achievement of the goal was not probable as of September 30, 2010, that assessment could change at any time.

If all of the stock awards under the 2005 LTIP were vested and the goal had been met or if we had determined that achievement of the goal was probable during the nine months ended September 30, 2010, we would have recorded total non-cash, stock-based compensation expense for our employees as indicated in the table below. If the goal is met and there are unvested stock awards at that time, the vested amounts would be expensed immediately on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), with the unvested portion recognized ratably over the remaining vesting period.


	2005 LTIP
	Total		Vested Portion
	(In thousands)
DISH Network awards held by EchoStar employees	$	17,641	$	10,102
EchoStar awards held by EchoStar employees		3,455		1,976

Total	$	21,096	$	12,078

Of the 8.1 million stock options and 0.1 million restricted stock units outstanding under our stock incentive plans as of September 30, 2010, the following awards were outstanding pursuant to the 2005 LTIP:


	As of September 30, 2010
	Number of Awards		Weighted- Average Exercise Price
Stock options		697,800	$	25.38
Restricted Performance Units		94,007

Total		791,807

Other Employee Performance Awards. Our employees who were hired prior to the Spin-off are eligible to receive a DISH Network stock award. Vesting of this award is contingent upon meeting a certain company-specific goal, which is currently not probable of being achieved. While DISH Network is responsible for fulfillment of this award, we would have incurred compensation expense of approximately $2 million had achievement of the goal been probable as of September 30, 2010.

Stock-Based Compensation

Total non-cash, stock-based compensation expense for all of our employees is shown in the following table for the three and nine months ended September 30, 2010 and 2009 and was allocated to the same expense categories as the base compensation for such employees:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2010		2009		2010		2009
	(In thousands)
Research and development expenses	$	755	$	680	$	2,883	$	2,617
Selling, general and administrative expenses		2,486		2,577		7,659		7,501

Total non-cash, stock based compensation	$	3,241	$	3,257	$	10,542	$	10,118

As of September 30, 2010, our total unrecognized compensation cost related to our non-performance based unvested stock awards was $31 million and includes compensation expense that we will recognize for DISH Network stock awards held by our employees as a result of the Spin-off. This cost is based on an estimated future forfeiture rate of approximately 1.3% per year and will be recognized over a weighted-average period of approximately three years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Changes in the estimated forfeiture rate can have a significant effect on share-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed.

The fair value of each stock award for the three and nine months ended September 30, 2010 and 2009 was estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Stock Options	2010			2009			2010	2009
Risk-free interest rate		1.64	%		2.72	%	1.64% - 2.97%	2.00% - 2.92%
Volatility factor		31.32	%		29.87	%	31.00% - 31.51%	28.48% - 29.87%
Expected term of options in years		6.2			6.3		6.1 - 6.2	6.2 - 6.3
Weighted-average fair value of options granted	$	6.44		$	6.55		$6.44 - $7.38	$4.76 - $6.55

We do not currently intend to pay dividends on our common stock and accordingly, the dividend yield percentage used in the Black-Scholes option valuation model is set at zero for all periods. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded stock options which have no vesting restrictions and are fully transferable. Consequently, our estimate of fair value may differ from other valuation models. Further, the Black-Scholes option valuation model requires the input of subjective assumptions. Changes in the subjective input assumptions can materially affect the fair value estimate. Therefore, we do not believe the existing models provide as reliable a single measure of the fair value of stock-based compensation awards as a market-based model would.

We will continue to evaluate the assumptions used to derive the estimated fair value of our stock options as new events or changes in circumstances become known.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2010
Commitments and Contingencies
Commitments and Contingencies	11. Commitments and Contingencies *Commitments* Subsequent to September 30, 2010, and in connection with TerreStar Networks' bankruptcy, we entered into agreements to provide a $75 million Credit Facility to TerreStar Networks and certain of its affiliates. On October 21, 2010, we funded $18 million to TerreStar Networks under this Credit Facility. Additionally, subsequent to September 30, 2010 and in connection with TerreStar Networks' bankruptcy, we also entered into a restructuring support agreement pursuant to which we have committed to backstop up to $100 million of a $125 million rights offering for preferred shares of TerreStar Networks to be completed upon TerreStar Network's emergence from bankruptcy. See Note 4 under "Investments in TerreStar" for further discussion. *Contingencies* In connection with the Spin-off, we entered into a separation agreement with DISH Network, which provides among other things for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, we have assumed certain liabilities that relate to our business including certain designated liabilities for acts or omissions prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, we will only be liable for our acts or omissions following the Spin-off and DISH Network will indemnify us for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off as well as DISH Network's acts or omissions following the Spin-off. *Acacia* During 2004, Acacia Media Technologies ("Acacia") filed a lawsuit against us and DISH Network in the United States District Court for the Northern District of California. The suit also named DirecTV, Comcast, Charter, Cox and a number of smaller cable companies as defendants. Acacia is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. The suit alleges infringement of United States Patent Nos. 5,132,992; 5,253,275; 5,550,863; 6,002,720; and 6,144,702, which relate to certain systems and methods for transmission of digital data. On September 25, 2009, the District Court granted summary judgment to the defendants on invalidity grounds, and dismissed the action with prejudice. On October 8, 2010, the Federal Circuit Court of Appeals affirmed the dismissal. The plaintiffs can appeal that decision to th e United States Supreme Court. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain user-friendly features that we currently offer to consumers. We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Broadcast Innovation, L.L.C.* During 2001, Broadcast Innovation, L.L.C. ("Broadcast Innovation") filed a lawsuit against DISH Network, DirecTV, Thomson Consumer Electronics and others in United States District Court in Denver, Colorado. Broadcast Innovation is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. The suit alleges infringement of United States Patent Nos. 6,076,094 (the '094 patent) and 4,992,066 (the '066 patent). The '094 patent relates to certain methods and devices for transmitting and receiving data along with specific formatting information for the data. The '066 patent relates to certain methods and devices for providing the scrambling circuitry for a pay television system on removable cards. Subsequently, DirecTV and Thomson settled with Broadcast Innovation leaving DISH Network as the only defendant. During 2004, the District Court issued an order finding the '066 patent invalid. Also in 2004, the District Court found the '094 patent invalid in a parallel case filed by Broadcast Innovation against Charter and Comcast. In 2005, the United States Court of Appeals for the Federal Circuit overturned that finding of invalidity with respect to the '094 patent and remanded the Charter case back to the District Court. During June 2006, Charter filed a reexamination request with the United States Patent and Trademark Office. The District Court has stayed the Charter case pending reexamination, and our case has been stayed pending resolution of the Charter case. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain user-friendly features that we currently offer to consumers. We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Finisar Corporation* Finisar Corporation ("Finisar") obtained a $100 million verdict in the United States District Court for the Eastern District of Texas against DirecTV for patent infringement. Finisar, an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein, alleged that DirecTV's electronic program guide and other elements of its system infringe United States Patent No. 5,404,505 (the '505 patent). During 2006, we and DISH Network, together with NagraStar LLC, filed a Complaint for Declaratory Judgment in the United States District Court for the District of Delaware against Finisar that asks the Court to declare that we do not infringe, and have not infringed, any valid claim of the '505 patent. Finisar brought counterclaims against us, DISH Network and NagraStar alleging that we infringed the '505 patent. During April 2008, the Federal Circuit reversed the judgment against DirecTV and ordered a new trial. On remand, the District Court granted summary judgment in favor of DirecTV and during January 2010, the Federal Circuit affirmed the District Court's grant of summary judgment, and dismissed the action with prejudice. Finisar then agreed to dismiss its counterclaims against us, DISH Network and NagraStar without prejudice. We also agreed to dismiss our Declaratory Judgment act ion without prejudice. *Nazomi Communications* On February 10, 2010, Nazomi Communications, Inc. ("Nazomi") filed suit against Sling Media, Inc, a subsidiary of ours, and several other defendants, in the United States District Court for the Central District of California alleging infringement of United States Patent No. 7,080,362 ("the '362 patent") and United States Patent No. 7,225,436 ("the '436 patent"). The '362 patent and the '436 patent relate to Java hardware acceleration. The suit alleges that the Slingbox-Pro-HD product infringes the '362 patent and the '436 patent because the Slingbox-PRO HD allegedly incorporates an ARM926EJ-S processor core capable of Java hardware acceleration. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *NorthPoint Technology* On July 2, 2009, NorthPoint Technology, Ltd filed suit against us, DISH Network, and DirecTV in the United States District Court for the Western District of Texas alleging infringement of United States Patent No. 6,208,636 (the '636 patent). The '636 patent relates to the use of multiple low-noise block converter feedhorns, or LNBFs, which are antennas used for satellite reception. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Personalized Media Communications* During 2008, Personalized Media Communications, Inc. ("PMC") filed suit against us, DISH Network and Motorola, Inc. in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent Nos. 4,694,490; 5,109,414; 4,965,825; 5,233,654; 5,335,277; and 5,887,243, which relate to satellite signal processing. PMC is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain user-friendly features that we currently offer to consumers. We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Suomen Colorize Oy* During October 2010, Suomen Colorize Oy ("Suomen") filed suit against us and DISH Network L.L.C., an indirect wholly owned subsidiary of DISH Network, in the United States District Court for the Middle District of Florida alleging infringement of United States Patent No. 7,277,398. The abstract of the patent states that the claims are directed to a method and terminal for providing services in a telecommunication network. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Technology Development Licensing* On January 22, 2009, Technology Development and Licensing LLC ("TDL") filed suit against us and DISH Network in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. 35,952, which relates to certain favorite channel features. TDL is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. In July 2009, the Court granted our motion to stay the case pending two re-examination petitions before the Patent and Trademark Office. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain user-friendly features that we currently offer to consumers. We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. *Tivo Inc.* During January 2008, the United States Court of Appeals for the Federal Circuit affirmed in part and reversed in part the April 2006 jury verdict concluding that certain of our digital video recorders, or DVRs, infringed a patent held by Tivo. In its January 2008 decision, the Federal Circuit affirmed the jury's verdict of infringement on Tivo's "software claims," and upheld the award of damages from the District Court. The Federal Circuit, however, found that we did not literally infringe Tivo's "hardware claims," and remanded such claims back to the District Court for further proceedings. On October 6, 2008, the Supreme Court denied our petition for certiorari. As a result, DISH Network paid approximately $105 million to Tivo. We also developed and deployed "next-generation" DVR software. This improved software was automatically downloaded to our current customers' DVRs, and is fully operational (our "original alternative technology"). The download was completed as of April 2007. We received written legal opinions from outside counsel that concluded our original alternative technology does not infringe, literally or under the doctrine of equivalents, either the hardware or software claims of Tivo's patent. Tivo filed a motion for contempt alleging that we are in violation of the Court's injunction. We opposed this motion on the grounds that the injunction did not apply to DVRs that have received our original alternative technology, that our original alternative technology does not infringe Tivo's patent, and that we were in compliance with the injunction. In June 2009, the United States District Court granted Tivo's motion for contempt, finding that our original alternative technology was not more than colorably different than the products found by the jury to infringe Tivo's patent, that the original alternative technology still infringed the software claims, and that even if the original alternative technology was "non-infringing," the original injunction by its terms required that DISH Network disable DVR functionality in all but approximately 192,000 digital set-top boxes in the field. The District Court also amended its original injunction to require that we inform the court of any further attempts to design around Tivo's patent and seek approval from the court before any such design-around is implemented. The District Court awarded Tivo $103 million in supplemental damages and interest for the period from September 2006 through A pril 2008, based on an assumed $1.25 per subscriber per month royalty rate. DISH Network posted a bond to secure that award pending appeal of the contempt order. On July 1, 2009, the Federal Circuit Court of Appeals granted a permanent stay of the District Court's contempt order pending resolution of our appeal. The District Court held a hearing on July 28, 2009 on Tivo's claims for contempt sanctions. Tivo sought up to $975 million in contempt sanctions for the period from April 2008 to June 2009 based on, among other things, profits Tivo alleges DISH Network made from subscribers using DVRs. We opposed Tivo's request arguing, among other things, that sanctions are inappropriate because we made good faith efforts to comply with the Court's injunction. We also challenged Tivo's calculation of profits. On September 4, 2009, the District Court partially granted Tivo's motion for contempt sanctions and awarded $2.25 per DVR subscriber per month for the period from April 2008 to July 2009 (as compared to the award for supplemental damages for the prior period from September 2006 to April 2008, which was based on an assumed $1.25 per DVR subscriber per month). By the District Cou rt's estimation, the total award for the period from April 2008 to July 2009 is approximately $200 million. The District Court also awarded Tivo its attorneys' fees and costs incurred during the contempt proceedings. Enforcement of these awards has been stayed by the District Court pending resolution of our appeal of the underlying June 2009 contempt order. On February 8, 2010, we and Tivo submitted a stipulation to the District Court that the attorneys' fees and costs, including expert witness fees and costs, that Tivo incurred during the contempt proceedings amounted to $6 million. In light of the District Court's finding of contempt, and its description of the manner in which it believes our original alternative technology infringed the '389 patent, we are also developing and testing potential new alternative technology in an engineering environment. As part of our development process, we downloaded several of our design-around options to less than 1,000 subscribers for "beta" testing. On March 11, 2010, we requested that the District Court approve the implementation of one of our design-around options on an expedited basis. There can be no assurance that the District Court will approve this request. Oral argument on our appeal of the contempt ruling took place on November 2, 2009, before a three-judge panel of the Federal Circuit Court of Appeals. On March 4, 2010, the Federal Circuit affirmed the District Court's contempt order in a 2-1 decision. On May 14, 2010, our petition for en banc review of that decision by the full Federal Circuit was granted and the opinion of the three-judge panel was vacated. Oral argument is scheduled for November 9, 2010. There can be no assurance that the full Federal Circuit will reverse the decision of the three-judge panel. Tivo has stated that it will seek additional damages for the period from June 2009 to the present. On October 6, 2010, the Patent and Trademark Office (the "PTO") issued an office action confirming the validity of certain of the software claims of United States Patent No. 6,233,389 (the '389 patent). However, the PTO only confirmed the validity of the '389 patent after Tivo made statements that we believe narrow the scope of its claims. The claims that were confirmed thus should not have the same scope as the claims that we were found to have infringed and which underlie the contempt ruling that we are now appealing. Therefore, we believe that the PTO's conclusions are relevant to the issues on appeal. The PTO's conclusions support our position that our original alternative technology does not infringe and that we acted in good faith to design around Tivo's patent. If we are unsuccessful in overturning the District Court's ruling on Tivo's motion for contempt, we are not successful in developing and deploying potential new alternative technology and we are unable to reach a license agreement with Tivo on reasonable terms, we may be required to cease distribution of digital set-top boxes with DVR functionality. In that event, our sales of digital set-top boxes to DISH Network and others would likely significantly decrease and could even potentially cease for a period of time. Furthermore, the inability to offer DVR functionality would place us at a significant disadvantage to our competitors and make it even more difficult for us to penetrate new markets for digital set-top boxes. The adverse effect on our financial position and results of operations if the District Court's contempt order is upheld would be significant. If we are successful in overturning the District Court's ruling on Tivo's motion for contempt, but unsuccessful in defending against any subsequent claim in a new action that our original alternative technology or any potential new alternative technology infringes Tivo's patent, we could be prohibited from distributing DVRs. In that event, we would be at a significant disadvantage to our competitors who could continue offering DVR functionality and the adverse effect on our business would be material. Because both we and DISH Network are defendants in the Tivo lawsuit, we and DISH Network are jointly and severally liable to Tivo for any final damages and sanctions that may be awarded by the District Court. DISH Network has agreed that it is obligated under the agreements entered into in connection with the Spin-off to indemnify us for substantially all liability arising from this lawsuit. We contributed an amount equal to our $5 million intellectual property liability limit under the Receiver Agreement, and during the second quarter 2009, we recorded a charge included in "General and administrative expenses – DISH Network" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for this amount to reflect this contribution. We and DISH Network have further agreed that our $5 million contribution would not exhaust our liability to DISH Network for other intellectual property claims that may arise under the Receiver Agreement. We and DISH Network also agreed that we would each be entitled to joint ownership of, and a cross-license to use, any intellectual property developed in connection with any potential new alternative technology. Because we are jointly and severally liable with DISH Network, to the extent that DISH Network does not or is unable to pay any damages or sanctions arising from this lawsuit, we would then be liable for any portion of these damages and sanctions not paid by DISH Network. Any amounts that DISH Network may be required to pay could impair its ability to pay us and also negatively impact our future liquidity. If we become liable for any portion of these damages or sanctions, we may be required to raise additional capital at a time and in circumstances in which we would normally not raise capital and there can be no assurance that such capital would be available on terms that would be attractive to us or at all. Therefore, any capital we raise may be on terms that are unfavorable to us, which might adversely affect our financial position and results of operations and might also impair our ability to raise capital on acceptable terms in the future to fund our own operations and initiatives. *Other* In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity.

Related Party Transactions

9 Months Ended

Sep. 30, 2010

Related Party Transactions

Related Party Transactions

13. Related Party Transactions

Related Party Transactions with DISH Network

Following the Spin-off, we and DISH Network have operated as separate public companies and DISH Network has no ownership interest in us. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by our Chairman, Charles W. Ergen or by certain trusts established by Mr. Ergen for the benefit of his family.

In connection with the Spin-off and subsequent to the Spin-off, we and DISH Network have entered into certain agreements pursuant to which we obtain certain products, services and rights from DISH Network, DISH Network obtains certain products, services and rights from us, and we and DISH Network have indemnified each other against certain liabilities arising from our respective businesses. We also may enter into additional agreements with DISH Network in the future. The following is a summary of the terms of the principal agreements that we have entered into with DISH Network that may have an impact on our financial position and results of operations.

In the near term, we expect that DISH Network will remain our principal customer. However, the agreements pursuant to which DISH Network purchases digital set-top boxes or digital broadcast operation services from us expire on January 1, 2012. Therefore, if we are unable to extend these contracts on similar terms with DISH Network, or if we are otherwise unable to obtain similar contracts from third parties before that date, there could be a significant adverse effect on our business, results of operations and financial position.

Generally, the prices charged for products and services provided under the agreements entered into in connection with the Spin-off are based on our cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided.

"Equipment revenue – DISH Network"

Receiver Agreement. In connection with the Spin-off, we entered into a receiver agreement pursuant to which DISH Network has the right but not the obligation to purchase digital set-top boxes and related accessories, and other equipment from us. During July 2010, DISH Network exercised its right to extend the receiver agreement until January 1, 2012. The receiver agreement allows DISH Network to purchase digital set-top boxes, related accessories and other equipment from us at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. Additionally, we provide DISH Network with standard manufacturer warranties for the goods sold under the receiver agreement. DISH Network may terminate the receiver agreement for any reason upon 60 days written notice to us. We may terminate the receiver agreement if certain entities were to acqu ire DISH Network. The receiver agreement also includes an indemnification provision, whereby the parties indemnify each other for certain intellectual property matters.

"Services and other revenue – DISH Network"

Broadcast Agreement. In connection with the Spin-off, DISH Network entered into a broadcast agreement pursuant to which we provide certain broadcast services to DISH Network, including teleport services such as transmission and downlinking, channel origination services, and channel management services. During July 2010, DISH Network exercised its right to extend the broadcast agreement until January 1, 2012. DISH Network may terminate channel origination services and channel management services for any reason and without any liability upon 60 days written notice to us. If DISH Network terminates teleport services for a reason other than our breach, DISH Network is obligated to pay us the aggregate amount of the remainder of the expected cost of providing the teleport services. The fees for services provided under the broadcast agreement are calculated at cos t plus a fixed margin, which varies depending on the nature of the products and services provided.

Broadcast Agreement for Certain Sports Related Programming. During May 2010, DISH Network entered into a broadcast agreement pursuant to which we provide certain broadcast services to DISH Network in connection with their carriage of certain sports related programming. The term of this agreement is for ten years. If DISH Network terminates this agreement for a reason other than our breach, DISH Network is generally obligated to reimburse us for any direct costs we incur related to any such termination that they cannot reasonably mitigate. The fees for the broadcast services provided under this agreement depend, among other things, upon the cost to develop and provide such services.

Satellite Capacity Agreements. In connection with the Spin-off and subsequent to the Spin-off, we entered into certain satellite capacity agreements pursuant to which DISH Network leases certain satellite capacity on certain satellites owned or leased by us. The fees for the services provided under these satellite capacity agreements depend, among other things, upon the orbital location of the applicable satellite. The term of each of the leases is set forth below:

EchoStar VI, VIII and XII. DISH Network leases certain satellite capacity from us on EchoStar VI, VIII and XII. The leases generally terminate upon the earlier of: (i) the end of life or replacement of the satellite (unless DISH Network determines to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponder on which service is being provided fails; or (iv) a certain date, which depends upon, among other things, the estimated useful life of the satellite, whether the replacement satellite fails at launch or in orbit prior to being placed into service, and the exercise of certain renewal options. DISH Network generally has the option to renew each lease on a year-to-year basis through the end of the respective satellite's life. There can be no assurance that any options to rene w such agreements will be exercised. In August 2010, DISH Network's lease of EchoStar III terminated when it was replaced by EchoStar XV.

EchoStar XVI. DISH Network will lease certain satellite capacity from us on EchoStar XVI after its service commencement date and this lease generally terminates upon the earlier of: (i) the end of life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date the transponder(s) on which service is being provided under the agreement fails; or (iv) ten years following the actual service commencement date. Upon expiration of the initial term, DISH Network has the option to renew on a year-to-year basis through the end of life of the satellite. There can be no assurance that any options to renew this agreement will be exercised. EchoStar XVI is expected to be launched during the second half of 2012.

EchoStar XV. EchoStar XV is owned by DISH Network and is operated at the 61.5 degree orbital location. The FCC has granted us an authorization to operate the satellite at the 61.5 degree orbital location. For so long as EchoStar XV remains in service at the 61.5 degree orbital location, DISH Network is obligated to pay us a fee which varies depending on the number of frequencies being used by EchoStar XV.

Nimiq 5 Agreement. During September 2009, we entered into a fifteen-year satellite service agreement with Telesat Canada ("Telesat") to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the "Telesat Transponder Agreement"). During September 2009, DISH Network also entered into a satellite service agreement (the "DISH Telesat Agreement") with us, pursuant to which they will receive service from us on all 32 of the DBS transponders covered by the Telesat Transponder Agreement. We and DISH Network are currently receiving service on 22 of these DBS transponders and will receive service on the remaining 10 DBS transponders over a phase-in period that will be completed in 2012.

Under the terms of the DISH Telesat Agreement, DISH Network makes certain monthly payments to us that commenced in October 2009 when the Nimiq 5 satellite was placed into service and continue through the service term. Unless earlier terminated under the terms and conditions of the DISH Telesat Agreement, the service term will expire ten years following the date it was placed into service. Upon expiration of the initial term DISH Network has the option to renew the DISH Telesat Agreement on a year-to-year basis through the end of life of the Nimiq 5 satellite. Upon in-orbit failure or end of life of the Nimiq 5 satellite, and in certain other circumstances, DISH Network has certain rights to receive service from us on a replacement satellite. There can be no assurance that any options to renew this agreement will be exercised or that DISH Network will exercise its option to receive ser vice on a replacement satellite.

QuetzSat-1 Lease Agreement. During 2008, we entered into a ten-year satellite service agreement with SES Latin America S.A. ("SES"), which provides, among other things, for the provision by SES to us of service on 32 DBS transponders on the QuetzSat-1 satellite expected to be placed into service at the 77 degree orbital location in 2011. During 2008, we also entered into a transponder service agreement ("QuetzSat-1 Transponder Agreement") with DISH Network pursuant to which they will receive service from us on 24 of the DBS transponders on QuetzSat-1, which will replace certain other transponders leased from us. The remaining eight DBS transponders on QuetzSat-1 are expected to be used by Dish Mexico.

Under the terms of the QuetzSat-1 Transponder Agreement, DISH Network will make certain monthly payments to us commencing when the QuetzSat-1 satellite is placed into service and continuing through the service term. Unless earlier terminated under the terms and conditions of the QuetzSat-1 Transponder Agreement, the service term will expire ten years following the actual service commencement date. Upon expiration of the initial term, DISH Network has the option to renew the QuetzSat-1 Transponder Agreement on a year-to-year basis through the end of life of the QuetzSat-1 satellite. Upon a launch failure, in-orbit failure or end of life of the QuetzSat-1 satellite, and in certain other circumstances, DISH Network has certain rights to receive service from us on a replacement satellite. There can be no assurance that any options to renew this agreement will be exercised or that DISH Net work will exercise its option to receive service on a replacement satellite. QuetzSat-1 is expected to be launched during the second half of 2011.

TT&C Agreement. In connection with the Spin-off, we entered into a telemetry, tracking and control ("TT&C") agreement pursuant to which we provide TT&C services to DISH Network and its subsidiaries for a period ending on January 1, 2011. During August 2010, DISH Network exercised its right to extend the TT&C agreement until January 2012. The fees for services provided under the TT&C agreement are calculated at cost plus a fixed margin. DISH Network may terminate the TT&C agreement for any reason upon 60 days prior written notice.

Real Estate Lease Agreements. We have entered into lease agreements pursuant to which DISH Network leases certain real estate from us. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic area, and DISH Network is responsible for a portion of the taxes, insurance, utilities and maintenance of the premises. The term of each of the leases is set forth below:

Inverness Lease Agreement. The lease for certain space at 90 Inverness Circle East in Englewood, Colorado expires on January 1, 2012.

Meridian Lease Agreement. During August 2010, DISH Network exercised their right to extend this lease for all of 9601 S. Meridian Blvd. in Englewood, Colorado until January 1, 2012. DISH Network has the right to extend the Meridian Lease Agreement for one additional year.

Santa Fe Lease Agreement. During August 2010, DISH Network exercised their right to extend this lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado until January 1, 2012. DISH Network has the right to extend the Santa Fe Lease Agreement for one additional year.

Gilbert Lease Agreement. The lease for certain space at 801 N. DISH Dr. in Gilbert, Arizona expired on January 1, 2010.

EDN Sublease Agreement. The sublease for certain space at 211 Perimeter Center in Atlanta, Georgia, is for a period of three years, ending on April 30, 2011.

Product Support Agreement. In connection with the Spin-off, we entered into a product support agreement pursuant to which DISH Network has the right, but not the obligation, to receive product support (including certain engineering and technical support services) for all digital set-top boxes and related accessories that our subsidiaries have previously sold and in the future may sell to DISH Network. The fees for the services provided under the product support agreement are calculated at cost plus a fixed margin, which varies depending on the nature of the services provided. The term of the product support agreement is the economic life of such receivers and related accessories, unless terminated earlier. DISH Network may terminate the product support agreement for any reason upon 60 days prior written notice. In the event of an early termination of this agreement, DISH Network shall be entitled to a refund of any unearned fees paid to us for the services.

Satellite Procurement Agreement. In connection with the Spin-off, we entered into a satellite procurement agreement pursuant to which DISH Network had the right, but not the obligation, to engage us to manage the process of procuring new satellite capacity for DISH Network. The satellite procurement agreement expired on January 1, 2010. However, we and DISH Network have agreed that following January 1, 2010, DISH Network shall continue to have the right, but not the obligation, to engage us to manage the process of procuring new satellite capacity for DISH Network pursuant to the Professional Services Agreement as described below.

Services Agreement. In connection with the Spin-off, we entered into a services agreement pursuant to which DISH Network had the right, but not the obligation, to receive logistics, procurement and quality assurance services from us. This agreement expired on January 1, 2010. However, we and DISH Network have agreed that following January 1, 2010, DISH Network shall continue to have the right, but not the obligation, to receive from us certain of the services previously provided under the services agreement pursuant to the Professional Services Agreement as discussed below.

DISHOnline.com Services Agreement. Effective January 1, 2010, DISH Network entered into a two-year agreement with us pursuant to which DISH Network will receive certain services associated with an online video portal. The fees for the services provided under this services agreement depend, among other things, upon the cost to develop and operate such services. DISH Network has the option to renew this agreement for three successive one year terms and the agreement may be terminated for any reason upon 120 days written notice to us.

DISH Remote Access Services Agreement. Effective February 23, 2010, DISH Network entered into an agreement with us pursuant to which DISH Network will receive, among other things, certain remote DVR management services. The fees for the services provided under this services agreement depend, among other things, upon the cost to develop and operate such services. This agreement has a term of five years with automatic renewal for successive one year terms and may be terminated for any reason upon 120 days written notice to us.

SlingService Services Agreement. Effective February 23, 2010, DISH Network entered into an agreement with us pursuant to which DISH Network will receive certain place-shifting services. The fees for the services provided under this services agreement depend, among other things, upon the cost to develop and operate such services. This agreement has a term of five years with automatic renewal for successive one year terms and may be terminated for any reason upon 120 days written notice to us.

International Programming Rights Agreement. DISH Network purchased certain international rights for sporting events from us included in "Services and other revenue – DISH Network" on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of which we only retain a certain portion.

"General and administrative expenses – DISH Network"

Management Services Agreement. In connection with the Spin-off, we entered into a management services agreement with DISH Network pursuant to which DISH Network makes certain of its officers available to provide services (which are primarily legal and accounting services) to us. Specifically, R. Stanton Dodge and Paul W. Orban remain employed by DISH Network, but also serve as our Executive Vice President and General Counsel, and Senior Vice President and Controller, respectively. We make payments to DISH Network based upon an allocable portion of the personnel costs and expenses incurred by DISH Network with respect to such DISH Network officers (taking into account wages and fringe benefits). These allocations are based upon the estimated percentages of time to be spent by the DISH Network executive officers performing services for us under the management services agreement. We also reimburse DISH Network for direct out-of-pocket costs incurred by DISH Network for management services provided to us. We and DISH Network evaluate all charges for reasonableness at least annually and make any adjustments to these charges as we and DISH Network mutually agree upon.

The management services agreement automatically renewed on January 1, 2010 for an additional one-year period until January 1, 2011 and renews automatically for successive one-year periods thereafter, unless terminated earlier: (i) by us at any time upon at least 30 days' prior written notice; (ii) by DISH Network at the end of any renewal term, upon at least 180 days' prior notice; or (iii) by DISH Network upon written notice to us, following certain changes in control.

Real Estate Lease Agreement. During 2008, we entered into a sublease for space at 185 Varick Street, New York, New York from DISH Network for a period of approximately seven years. The rent on a per square foot basis for this sublease was comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the sublease, and we are responsible for our portion of the taxes, insurance, utilities and maintenance of the premises.

Transition Services Agreement. In connection with the Spin-off, we entered into a transition services agreement with DISH Network pursuant to which we had the right, but not the obligation, to receive the following services from DISH Network: finance, information technology, benefits administration, travel and event coordination, human resources, human resources development (training), program management, internal audit, legal, accounting and tax, and other support services. The fees for the services provided under the transition services agreement were calculated at cost plus a fixed margin, which varied depending on the nature of the services provided. The transition services agreement expired on January 1, 2010. However, we and DISH Network have agreed that following January 1, 2010 we shall continue to have the right, but not the obligation, to receive from DISH Network certain of the services previously provided under the transition services agreement pursuant to the Professional Services Agreement, as discussed below.

Professional Services Agreement. During December 2009, we and DISH Network agreed that following January 1, 2010, we shall continue to have the right, but not the obligation, to receive from DISH Network the following services, among others, certain of which were previously provided under the transition services agreement: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Additionally, following January 1, 2010, DISH Network shall continue to have the right, but not the obligation, to engage us to manage the process of procuring new satellite capacity for DISH Network (as discussed above, previously provided under the satellite procurement agreement) and receive logistics, procurement and quality assurance services from us (as discussed above, previously provided under the services agreement). The professional services agreement has a term of one year ending on January 1, 2011, but renews automatically for successive one-year periods thereafter, unless terminated earlier by either party at the end of the then-current term, upon at least 60 days' prior notice. However, either party may terminate the services it receives with respect to a particular service for any reason upon 30 days notice.

Other Agreements – DISH Network

Satellite Capacity Leased from DISH Network. In December 2009, we entered into a satellite capacity agreement pursuant to which we lease certain satellite capacity from DISH Network on EchoStar I. The fee for the services provided under this satellite capacity agreement depends, among other things, upon the orbital location of the satellite. During the three and nine months ended September 30, 2010, the amount of those fees included in "Cost of sales – services and other" on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were approximately $5 million and $13 million, respectively. During the three and nine months ended September 30, 2009, we did not lease satellite capacity from DISH Network on EchoStar I. The lease generally terminates upon the earlier of: (i) the end of life or replacement of the satellite (unless we determine to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponder on which service is being provided fails; or (iv) a certain date, which depends, among other things, upon the estimated useful life of the satellite, whether the replacement satellite fails at launch or in orbit prior to being placed into service, and the exercise of certain renewal options. We generally have the option to renew this lease on a year-to-year basis through the end of the satellite's life. There can be no assurance that any options to renew this agreement will be exercised.

Packout Services Agreement. In connection with the Spin-off, we entered into a packout services agreement, whereby we had the right, but not the obligation, to engage a DISH Network subsidiary to package and ship satellite receivers to customers that are not associated with DISH Network or its subsidiaries. This agreement expired on January 1, 2010.

Remanufactured Receiver Agreement. In connection with the Spin-off, we entered into a remanufactured receiver agreement with DISH Network pursuant to which we have the right, but not the obligation, to purchase remanufactured receivers and accessories from DISH Network at cost plus a fixed margin, which varies depending on the nature of the equipment purchased for a two-year period ending on January 1, 2010. In November 2010, we and DISH Network extended this agreement until January 1, 2012. We may terminate the remanufactured receiver agreement for any reason upon 60 days written notice to us. DISH Network may also terminate this agreement if certain entities acquire it. During the three and nine months ended September 30, 2010, we purchased remanufactured receivers and accessories from DISH Network for an aggregate amount of $1 million a nd $3 million, respectively. During the three and nine months ended September 30, 2009, we purchased remanufactured receivers and accessories from DISH Network for an aggregate amount of $1 million and $6 million, respectively.

Tax Sharing Agreement. In connection with the Spin-off, we entered into a tax sharing agreement with DISH Network which governs our respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by DISH Network, and DISH Network will indemnify us for such taxes. However, DISH Network is not liable for and will not indemnify us for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Code because of: (i) a direct or indirect acquisition of any of our stock, stock options or assets; (ii) any action that we take or fail to take; or (iii) any action that we take that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, we will be solely liable for, and will indemnify DISH Network for, any resulting taxes, as well as any losses, claims and expenses. The tax sharing agreement will only terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed.

Tivo. Because both we and DISH Network are defendants in the Tivo lawsuit, we and DISH Network are jointly and severally liable to Tivo for any final damages and sanctions that may be awarded by the District Court. DISH Network has agreed that it is obligated under the agreements entered into in connection with the Spin-off to indemnify us for substantially all liability arising from this lawsuit. We contributed an amount equal to our $5 million intellectual property liability limit under the Receiver Agreement, and during the second quarter 2009, we recorded a charge included in "General and administrative expenses – DISH Network" on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for this amount to reflect this contribution. We and DISH Network have further agreed that our $5 million contribution would not exhaust our liability to DISH Network for other intellectual property claims that may arise under the Receiver Agreement. We and DISH Network also agreed that we would each be entitled to joint ownership of, and a cross-license to use, any intellectual property developed in connection with any potential new alternative technology.

Multimedia Patent Trust. In December 2009, DISH Network agreed that it is obligated under the agreements entered into in connection with the Spin-off to indemnify us for all of the costs to settle this lawsuit relating to the period prior to the Spin-off and a portion of such settlement costs relating to the period after the Spin-off. We have agreed that our contribution towards such settlement costs shall not be applied against our aggregate liability cap under the Receiver Agreement.

Launch Service. On December 21, 2009, we assigned certain of our rights under a launch contract to DISH Network for its fair value of $103 million. We recorded the assignment of these rights at our net book value of $89 million and recorded the $14 million difference between our net book value and DISH Network's purchase price as a capital transaction with DISH Network. The $103 million was received in the first quarter 2010.

Weather Related Programming Agreement. During May 2010, DISH Network entered into an agreement pursuant to which, among other things, we agreed to develop certain weather related programming and DISH Network received the right to distribute such programming. This agreement was terminated during June 2010. In July 2010, we sold our interest in the entity that held such weather related programming for $5 million.

Acquisition of Alta Wireless, Inc. and Sale of South.com, LLC. During October 2010, we purchased an additional equity interest in Alta Wireless, Inc. from another party for $2.8 million. This transaction increased our ownership in Alta Wireless, Inc. from 49.9% to 95%. Alta Wireless Inc. holds certain authorizations for local multipoint distribution service (LMDS) spectrum in the United States. Additionally, during October 2010, we and the same counterparty sold our respective interests in South.com, LLC to DISH Network for $3 million and $2 million, respectively. South.com, LLC holds certain authorizations for multichannel video and data distribution service (MVDDS) spectrum in the United States.

Other Agreements

In November 2009, Mr. Roger Lynch became employed by both us and DISH Network as Executive Vice President. Mr. Lynch is responsible for the development and implementation of advanced technologies that are of potential utility and importance to both us and DISH Network. Mr. Lynch's compensation consists of cash and equity compensation and is borne by both DISH Network and us.

Related Party Transactions with NagraStar L.L.C.

We own 50% of NagraStar L.L.C. ("NagraStar"), a joint venture that is our primary provider of encryption and related security technology used in our set-top boxes. Although we do not consolidate NagraStar, we have the ability to significantly influence its operating policies; therefore, we account for our investment in NagraStar under the equity method of accounting.

The table below summarizes our transactions with NagraStar.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2010		2009		2010		2009
	(In thousands)
Purchases:
Purchases from NagraStar	$	7,272	$	14,777	$	15,481	$	35,250


	As of
	September 30, 2010		December 31, 2009
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	717	$	3,683

Commitments to purchase from NagraStar	$	6,098	$	11,836

Related Party Transactions with Dish Mexico

During 2008, we entered into a joint venture for a direct-to-home, or DTH, service in Mexico known as Dish Mexico, S. de R.L. de C.V., or Dish Mexico. Pursuant to these arrangements, we provide certain broadcast services and satellite capacity and sell hardware such as digital set-top boxes and related equipment to Dish Mexico. Subject to a number of conditions, including regulatory approvals and compliance with various other arrangements, we committed to provide $112 million of value over an initial ten year period, of which $110 million has been satisfied in the form of cash, equipment and services, leaving $2 million remaining under this commitment. Of the remaining commitment, less than $1 million is expected to be paid in cash and the remaining amounts may be satisfied in the form of certain services or equipment.

The following table summarizes our transactions with Dish Mexico.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2010		2009		2010		2009
	(In thousands)
Sales:
Sales of set-top boxes and related accessories that are not related to the original commitment associated with our investment in Dish Mexico	$	19,498	$	4,265	$	67,030	$	7,995


	As of
	September 30, 2010		December 31, 2009
	(In thousands)
Receivable:
Amounts receivable from Dish Mexico	$	2,798	$	15,132

Related Party Transactions with a Joint Venture in Taiwan

During December 2009, we entered into a joint venture to provide a DTH service in Taiwan and certain other targeted regions in Asia. We own 50% and have joint control of the joint venture. Pursuant to these arrangements, we sell hardware such as digital set-top boxes and provide certain technical support services to the joint venture. We have provided $18 million of cash to the joint venture, and an $18 million line of credit that the joint venture may only use to purchase set-top boxes from us. As of September 30, 2010 and December 31, 2009, amounts receivable from the joint venture were $10 million and $4 million, respectively.

Our strategic transactions including our joint venture to provide a DTH service in Taiwan involve a high degree of risk and could expose us to significant financial losses if the underlying ventures are not successful; and/or we are unable to achieve the intended objectives of the transaction.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2010	Dec. 31, 2009
Statement [Line Items]
Allowance for doubtful accounts on trade accounts receivable-DISH Network	$ 0	$ 0
Allowance for doubtful accounts on trade accounts receivable-other	5,997	5,605
Accumulated depreciation on property and equipment	$ 1,724,660	$ 1,609,077
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock shares, authorized	20,000,000	20,000,000
Preferred Stock shares, issued	0	0
Preferred Stock shares, outstanding	0	0
Class A Common Stock
Statement [Line Items]
Common stock shares, par value	$ 0.001	$ 0.001
Common stock shares, authorized	1,600,000,000	1,600,000,000
Common stock shares, issued	43,032,780	42,655,772
Common stock shares, outstanding	37,500,462	37,157,314
Class B Common Stock
Statement [Line Items]
Common stock shares, par value	$ 0.001	$ 0.001
Common stock shares, authorized	800,000,000	800,000,000
Common stock shares, issued	47,687,039	47,687,039
Common stock shares, outstanding	47,687,039	47,687,039
Class C Common Stock
Statement [Line Items]
Common stock shares, par value	$ 0.001	$ 0.001
Common stock shares, authorized	800,000,000	800,000,000
Common stock shares, issued	0	0
Common stock shares, outstanding	0	0
Class D Common Stock
Statement [Line Items]
Common stock shares, par value	$ 0.001	$ 0.001
Common stock shares, authorized	800,000,000	800,000,000
Common stock shares, issued	0	0
Common stock shares, outstanding	0	0

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2010
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies *Basis of Presentation* The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2009 ("2009 10-K/A"). Certain prior period amounts have been reclassified to conform to the current period presentation. *Principles of Consolidation* We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Non-majority owned investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All significant intercompany accounts and transactions have been eliminated in consolidation. *Use of Estimates* The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, allowance for sales returns, warranty obligations, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, capital leases, asset impairments, useful lives of property, equipment and intangible assets, and royalty obligation s. Weakened economic conditions have increased the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to the Condensed Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. *Fair Value of Financial Instruments* As of September 30, 2010 and December 31, 2009, the carrying value of our cash and cash equivalents, marketable investment securities, trade accounts receivable, net of allowance for doubtful accounts, and current liabilities is equal to or approximates fair value due to their short-term nature. Disclosure regarding fair value of capital leases is not required. *New Accounting Pronouncements* Revenue Recognition – Multiple-Deliverable Arrangements In October 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2009-13 ("ASU 2009-13"), Revenue Recognition - Multiple-Deliverable Revenue Arrangements. ASU 2009-13 changes the requirements for establishing separate units of accounting in a multiple deliverable arrangement and requires the allocation of arrangement consideration to each deliverable to be based on the relative selling price. We are currently evaluating the impact, if any, ASU 2009-13 will have on our consolidated financial statements, when adopted, as required, on January 1, 2011.

Stockholders' Equity (Deficit)	9 Months Ended
Stockholders' Equity (Deficit)	Sep. 30, 2010
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	9. Stockholders' Equity (Deficit) *Common Stock Repurchase Program* During the nine months ended September 30, 2010, we repurchased 34 thousand shares of our Class A common stock for $605,000. As of September 30, 2010, we were authorized by our Board of Directors to repurchase up to $499 million of our Class A common stock. On November 3, 2010, our Board of Directors extended the plan and authorized an increase in the maximum dollar value of shares that may be repurchased under the plan, such that we are currently authorized to repurchase up to $500 million of our outstanding shares of Class A common stock through and including December 31, 2011.

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2010
Subsequent Event
Subsequent Event	14. Subsequent Event Subsequent to September 30, 2010, and in connection with TerreStar Networks' bankruptcy, we entered into agreements to provide a $75 million Credit Facility to TerreStar Networks and certain of its affiliates. On October 21, 2010, we funded $18 million to TerreStar Networks under this Credit Facility. Additionally, subsequent to September 30, 2010 and in connection with TerreStar Networks' bankruptcy, we also entered into a restructuring support agreement pursuant to which we have committed to backstop up to $100 million of a $125 million rights offering for preferred shares of TerreStar Networks to be completed upon TerreStar Network's emergence from bankruptcy. See Note 4 under "Investments in TerreStar" for further discussion.