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Document and Entity Information - shares	9 Months Ended
Sep. 30, 2012	Nov. 02, 2012
Document and Entity Information
Entity Registrant Name	DISH DBS CORP
Entity Central Index Key	0001042642
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,015
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 3,054,881	$ 399,072
Marketable investment securities (Note 3)	2,172,286	668,263
Trade accounts receivable - other, net of allowance for doubtful accounts of $14,200 and $11,916, respectively	787,232	769,491
Trade accounts receivable - EchoStar, net of allowance for doubtful accounts of zero	9,113	16,296
Advances to affiliates	303,642	1,564
Inventory	461,163	509,932
Deferred tax assets	79,583	78,532
Other current assets	140,155	117,792
Total current assets	7,008,055	2,560,942
Noncurrent Assets:
Restricted cash and marketable investment securities	120,906	119,644
Property and equipment, net of accumulated depreciation of $2,946,748 and $2,847,863, respectively	3,038,057	3,122,243
FCC authorizations	611,794	679,570
Other noncurrent assets, net	207,588	121,290
Total noncurrent assets	3,978,345	4,042,747
Total assets	10,986,400	6,603,689
Current Liabilities:
Trade accounts payable - other	152,009	131,305
Trade accounts payable - EchoStar	245,273	222,917
Deferred revenue and other	828,898	809,559
Accrued Programming	1,156,740	1,055,925
Accrued interest	202,885	124,907
Litigation accrual (Note 8)	746,999	65,580
Other accrued expenses	471,684	409,925
Current portion of long-term debt and capital lease obligations (Note 6)	31,650	34,630
Total current liabilities	3,836,138	2,854,748
Long-Term Obligations, Net of Current Portion:
Long-term debt and capital lease obligations, net of current portion (Note 6)	10,334,374	7,458,134
Deferred tax liabilities	1,198,391	988,371
Long-term deferred revenue, distribution and carriage payments and other long-term liabilities	200,952	187,407
Total long-term obligations, net of current portion	11,733,717	8,633,912
Total liabilities	15,569,855	11,488,660
Commitments and Contingencies (Note 8)
Stockholder's Equity (Deficit):
Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding
Additional paid-in capital	1,248,065	1,207,681
Accumulated other comprehensive income (loss)	1,001	(1,450)
Accumulated earnings (deficit)	(5,832,521)	(6,091,202)
Total stockholder's equity (deficit)	(4,583,455)	(4,884,971)
Total liabilities and stockholder's equity (deficit)	$ 10,986,400	$ 6,603,689

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue:
Subscriber-related revenue	$ 3,261,324	$ 3,225,069	$ 9,769,646	$ 9,727,738
Equipment sales and other revenue	26,525	14,518	70,705	46,432
Equipment sales, services and other revenue - EchoStar	4,028	11,218	16,373	29,052
Total revenue	3,291,877	3,250,805	9,856,724	9,803,222
Costs and Expenses (exclusive of depreciation shown separately below - Note 5):
Subscriber-related expenses	1,811,303	1,700,457	5,402,942	5,119,856
Satellite and transmission expenses:
EchoStar	102,365	108,433	318,121	332,785
Other	10,186	9,657	30,371	29,427
Cost of sales - equipment, services and other	28,091	19,807	70,719	60,071
Subscriber acquisition costs:
Cost of sales - subscriber promotion subsidies - EchoStar	66,689	69,003	200,543	186,297
Other subscriber promotion subsidies	263,458	234,480	724,675	673,229
Subscriber acquisition advertising	122,821	91,024	330,170	232,051
Total subscriber acquisition costs	452,968	394,507	1,255,388	1,091,577
General and administrative expenses - EchoStar	12,502	10,449	35,203	34,921
General and administrative expenses	153,408	150,778	469,985	436,454
Litigation expense (Note 8)	730,457		730,457	(316,949)
Depreciation and amortization (Note 5)	212,931	224,507	689,664	686,771
Total costs and expenses	3,514,211	2,618,595	9,002,850	7,474,913
Operating income (loss)	(222,334)	632,210	853,874	2,328,309
Other Income (Expense):
Interest income	9,189	2,682	15,131	9,056
Interest expense, net of amounts capitalized	(182,438)	(152,409)	(465,554)	(413,587)
Other, net	90	(1,049)	1,998	10,450
Total other income (expense)	(173,159)	(150,776)	(448,425)	(394,081)
Income (loss) before income taxes	(395,493)	481,434	405,449	1,934,228
Income tax (provision) benefit, net	154,774	(184,433)	(146,768)	(739,061)
Net income (loss)	(240,719)	297,001	258,681	1,195,167
Comprehensive Income (Loss):
Net income (loss)	(240,719)	297,001	258,681	1,195,167
Unrealized holding gains (losses) on available-for-sale securities, net of tax of zero, respectively	(405)	(7,761)	2,451	(7,257)
Comprehensive income (loss)	$ (241,124)	$ 289,240	$ 261,132	$ 1,187,910

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash Flows From Operating Activities:
Net income (loss)	$ 258,681	$ 1,195,167
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	689,664	686,771
Realized and unrealized losses (gains) on investments	(1,751)	(10,628)
Non-cash, stock-based compensation	34,936	25,252
Deferred tax expense (benefit)	209,435	566,620
Other, net	6,228	5,356
Change in noncurrent assets	(84,570)	(51,900)
Change in long-term deferred revenue, distribution and carriage payments and other long-term liabilities	4,090	(17,723)
Changes in current assets and current liabilities, net	735,625	(633,415)
Changes in current assets and current liabilities:
Net cash flows from operating activities	1,852,338	1,765,500
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(2,318,530)	(4,199,976)
Sales and maturities of marketable investment securities	830,195	3,801,212
Purchases of property and equipment	(580,935)	(581,936)
Change in restricted cash and marketable investment securities	(1,262)	24,567
Proceeds from sale of strategic investments		10,000
Other	104	(46)
Net cash flows from investing activities	(2,070,428)	(946,179)
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt	2,900,000	2,000,000
Debt issuance costs	(6,681)	(27,167)
Repayment of long-term debt and capital lease obligations	(26,740)	(26,167)
Repurchases of 6 3/8% Senior Notes due 2011		(85,358)
Capital distribution to affiliate		(2,200,000)
Other	7,320	4,295
Net cash flows from financing activities	2,873,899	(334,397)
Net increase (decrease) in cash and cash equivalents	2,655,809	484,924
Cash and cash equivalents, beginning of period	399,072	507,266
Cash and cash equivalents, end of period	3,054,881	992,190
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	384,525	351,506
Cash received for interest	15,131	8,815
Cash paid for income taxes	20,582	11,832
Cash paid for income taxes to DISH Network	249,214	48,607
Satellites and other assets financed under capital lease obligations		$ 3,583
Receipt of marketable investment securities with no cash consideration	$ 13,237

Marketable Investment Securities and Restricted Cash and Cash Equivalents

9 Months Ended

Sep. 30, 2012

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Marketable Investment Securities and Restricted Cash and Cash Equivalents

3. Marketable Investment Securities and Restricted Cash and Cash Equivalents

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

	As of
	September 30,		December 31,
	2012		2011
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	128,708	$	100,075
Current marketable investment securities - other	2,043,578		568,188
Total current marketable investment securities	2,172,286		668,263
Restricted marketable investment securities (1)	46,317		54,507
Total marketable investment securities	2,218,603		722,770

Restricted cash and cash equivalents (1)	74,589		65,137

Total marketable investment securities and restricted cash and cash equivalents	$	2,293,192	$	787,907

(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

Our 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 mainly of investments in municipalities, which are backed by financial institutions or other highly rated obligors 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 - Other

Our 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, 2012 and December 31, 2011, our restricted marketable investment securities, together with our restricted cash, included amounts required as collateral for our letters of credit or surety bonds and for litigation (See Note 8).

Unrealized Gains (Losses) on Marketable Investment Securities

As of September 30, 2012 and December 31, 2011, we had accumulated net unrealized gains of $1 million and net unrealized losses of $1 million, both net of related tax effect, respectively, as a part of “Accumulated other comprehensive income (loss)” within “Total stockholder’s 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 summarized in the table below.

	As of September 30, 2012										As of December 31, 2011
	Marketable										Marketable
	Investment		Unrealized								Investment		Unrealized
	Securities		Gains		Losses			Net			Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	128,708	$	—	$	—		$	—		$	100,075	$	—	$	—		$	—
Other (including restricted)	2,078,044		7,164		(4,777		)	2,387			622,695		2,625		(4,075		)	(1,450		)
Equity securities:
Other (1)	11,851		—		(1,386		)	(1,386		)	—		—		—			—
Total	$	2,218,603	$	7,164	$	(6,163	)	$	1,001		$	722,770	$	2,625	$	(4,075	)	$	(1,450	)

(1) In connection with certain commercial arrangements that we entered into during the third quarter 2012, among other things, we received shares of common stock from a single issuer for no cash consideration.

As of September 30, 2012, restricted and non-restricted marketable investment securities include debt securities of $1.611 billion with contractual maturities of one year or less and $596 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. As of September 30, 2012, the unrealized losses on our investments in equity securities represent investments in a company in the technology industry. As of September 30, 2012 and December 31, 2011, the unrealized losses on our investments in debt securities primarily represent investments in corporate bonds. We have the ability to hold and do not intend to sell our investments in these debt securities before they recover or mature, and it is more likely than not that we will hold these 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.

	As of
	September 30, 2012					December 31, 2011
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	576,530	$	(3,867	)	$	444,705	$	(2,970	)
12 months or more	43,036		(910		)	33,039		(1,105		)
Equity Securities:
Less than 12 months	11,851		(1,386		)	—		—
12 months or more	—		—			—		—
Total	$	631,417	$	(6,163	)	$	477,744	$	(4,075	)

Fair Value Measurements

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

	As of
	September 30, 2012								December 31, 2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	2,669,959	$	64,491	$	2,605,468	$	—	$	162,549	$	18,610	$	143,939	$	—

Debt securities:
VRDNs	$	128,708	$	—	$	128,708	$	—	$	100,075	$	—	$	100,075	$	—
Other (including restricted)	2,078,044		—		2,078,044		—		622,695		—		622,695		—

Equity securities	11,851		11,851		—		—		—		—		—		—

Total	$	2,218,603	$	11,851	$	2,206,752	$	—	$	722,770	$	—	$	722,770	$	—

Property and Equipment and FCC Authorizations

9 Months Ended

Sep. 30, 2012

Property and Equipment and FCC Authorizations

Property and Equipment and FCC Authorizations

5. Property and Equipment and FCC Authorizations

Depreciation and Amortization Expense

Depreciation and amortization expense consists of the following:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Equipment leased to customers	$	165,959	$	180,080	$	481,876	$	552,097
Satellites	32,087		32,087		96,260		96,265
Buildings, furniture, fixtures, equipment and other	14,885		12,340		43,752		38,409
148 degree orbital location (1)	—		—		67,776		—
Total depreciation and amortization	$	212,931	$	224,507	$	689,664	$	686,771

(1) See “FCC Authorizations” below.

Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation expense related to satellites or equipment leased to customers.

DBS Satellites

We currently utilize 13 DBS satellites in geostationary orbit approximately 22,300 miles above the equator, six of which we own and depreciate over the useful life of each satellite. We currently utilize capacity on five DBS satellites from EchoStar, which are accounted for as operating leases. See Note 10 for further discussion of our satellite leases with EchoStar. We also lease two DBS satellites from third parties, which are accounted for as capital leases and are depreciated over the shorter of the economic life of the satellite or the term of the satellite agreement.

Satellite Anomalies

Operation of our pay-TV service requires that we have adequate DBS satellite transmission capacity for the programming we offer. Moreover, current competitive conditions require that we continue to expand our offering of new programming, particularly by expanding local high definition (“HD”) coverage and offering more HD national channels. While we generally have had in-orbit DBS satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited.

In the event of a failure or loss of any of our satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and thus may have a material adverse effect on our business, financial condition and results of operations.

Prior to 2012, certain of our satellites have experienced anomalies, some of which have had a significant adverse impact on their remaining useful life and/or commercial operation. There can be no assurance that future anomalies will not further impact the remaining useful life and/or commercial operation of any of the satellites in our fleet. See “Long-Lived DBS Satellite Assets” below for further discussion of evaluation of impairment. There can be no assurance that we can recover critical transmission capacity in the event one or more of our in-orbit satellites were to fail. We generally do not carry insurance for any of the in-orbit satellites that we use, other than satellites leased from third parties, and therefore, we will bear the risk associated with any uninsured in-orbit satellite failures. Recent developments with respect to certain of our satellites are discussed below.

Owned Satellites

EchoStar I. EchoStar I was designed to meet a minimum 12-year useful life. During the first quarter 2012, we determined that EchoStar I experienced a communications receiver anomaly. While this anomaly did not impact commercial operation of the satellite, there can be no assurance that future anomalies will not impact its future commercial operation. EchoStar I was fully depreciated during 2007.

EchoStar XI. EchoStar XI was designed to meet a minimum 12-year useful life. During the first quarter 2012, we determined that EchoStar XI experienced solar array anomalies that reduced the total power available for use by the spacecraft. While these anomalies did not reduce the estimated useful life of the satellite to less than 12 years or impact commercial operation of the satellite, there can be no assurance that future anomalies will not reduce its useful life or impact its commercial operation.

EchoStar XIV. EchoStar XIV was designed to meet a minimum 15-year useful life. During the third quarter 2011 and the first quarter 2012, we determined that EchoStar XIV experienced solar array anomalies that reduced the total power available for use by the spacecraft. While these anomalies did not reduce the estimated useful life of the satellite to less than 15 years or impact commercial operation of the satellite, there can be no assurance that future anomalies will not reduce its useful life or impact its commercial operation.

Leased Satellites

EchoStar VI. Prior to 2012, EchoStar VI experienced solar array anomalies which impacted the commercial operation of the satellite. EchoStar VI also previously experienced the loss of traveling wave tube amplifiers (“TWTAs”). During the first quarter 2012, EchoStar determined that EchoStar VI experienced the loss of two additional TWTAs increasing the total number of TWTAs lost to five. During the second quarter 2012, EchoStar VI lost an additional solar array string, which reduced the total power available for use by the spacecraft. While the recent losses of TWTAs and the solar array string did not impact current commercial operation of the satellite, there can be no assurance that future anomalies will not impact its commercial operation.

EchoStar XII. Prior to 2012, EchoStar XII experienced anomalies resulting in the loss of electrical power available from its solar arrays. During September and November 2012, EchoStar XII experienced additional solar array anomalies, which could further reduce the electrical power available to operate EchoStar XII. An investigation of the anomalies is continuing. We currently operate EchoStar XII in spot beam mode. If we continue to operate the satellite in the spot beam mode, despite this loss of electrical power, we are still able to maintain our current operational requirements. Additional solar array anomalies are likely to continue to degrade operational capability in all of the possible modes. Since the number of useable transponders on EchoStar XII depends on, among other things, whether EchoStar XII is operated in CONUS, spot beam, or hybrid CONUS/spot beam mode, we are unable to determine at this time the actual number of transponders that will be available at any given time or how many transponders can be used during the remaining estimated life of the satellite.

Satellites Under Construction

EchoStar XVIII. On September 7, 2012, DISH Network entered into a contract for the construction of EchoStar XVIII, a DBS satellite, which is expected to be launched during 2015. This satellite is expected to replace EchoStar X at the 110 degree orbital location.

Long-Lived DBS Satellite Assets

We evaluate our DISH branded pay-TV DBS satellite fleet for impairment as one asset group and test for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. While certain of the anomalies discussed above, and previously disclosed, may be considered to represent a significant adverse change in the physical condition of an individual satellite, based on the redundancy designed within each satellite and considering the asset grouping, these anomalies are not considered to be significant events that would require evaluation for impairment recognition. Unless and until a specific satellite is abandoned or otherwise determined to have no service potential, the net carrying amount related to the satellite would not be written off.

FCC Authorizations

On May 31, 2012, the International Bureau of the FCC announced the termination of our license for use of the 148 degree orbital location. We have not had a satellite positioned at the 148 degree orbital location since the retirement of EchoStar V in August 2009. Our license for use of the 148 degree orbital location had a $68 million carrying value. This amount was recorded as “Depreciation and amortization” expense on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the second quarter 2012 due to the termination of this license by the FCC.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Long-Term Debt

9 Months Ended

Sep. 30, 2012

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

4 5/8% Senior Notes due 2017

On May 16, 2012, we issued $900 million aggregate principal amount of our five-year, 4 5/8% Senior Notes due July 15, 2017 at an issue price of 100.0%. Interest accrues at an annual rate of 4 5/8% and is payable semi-annually in cash, in arrears on January 15 and July 15 of each year, commencing on January 15, 2013.

The 4 5/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100.0% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to July 15, 2015, we may also redeem up to 35.0% of each of the 4 5/8% Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital contributions.

The 4 5/8% Senior Notes are:

· general unsecured senior obligations of DISH DBS;

· ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future unsecured senior debt; and

· ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.

The indenture related to the 4 5/8% Senior Notes contains restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

· incur additional debt;

· pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s 4 5/8% Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

5 7/8% Senior Notes due 2022

On May 16, 2012, we issued $1.0 billion aggregate principal amount of our ten-year, 5 7/8% Senior Notes due July 15, 2022 at an issue price of 100.0%. Interest accrues at an annual rate of 5 7/8% and is payable semi-annually in cash, in arrears on January 15 and July 15 of each year, commencing on January 15, 2013.

On July 26, 2012, we issued an additional $1.0 billion aggregate principal amount of our ten-year, 5 7/8% Senior Notes due July 15, 2022 at an issue price of 100.75% plus accrued interest from May 16, 2012. These notes were issued as additional notes under the related indenture, pursuant to which we issued on May 16, 2012 $1.0 billion in aggregate principal amount of our 5 7/8% Senior Notes due 2022 discussed above. These notes and the notes previously issued under the related indenture will be treated as a single class of debt securities under the related indenture.

The 5 7/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100.0% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to July 15, 2015, we may also redeem up to 35.0% of each of the 5 7/8% Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital contributions.

The 5 7/8% Senior Notes are:

· general unsecured senior obligations of DISH DBS;

· ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future unsecured senior debt; and

· ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.

The indenture related to the 5 7/8% Senior Notes contains restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

· incur additional debt;

· pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s 5 7/8% Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

Fair Value of our Long-Term Debt

The following table summarizes the carrying and fair values of our debt facilities:

	As of
	September 30, 2012				December 31, 2011
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	$	500,000	$	525,000	$	500,000	$	535,000
6 5/8% Senior Notes due 2014	1,000,000		1,077,500		1,000,000		1,060,000
7 3/4% Senior Notes due 2015	750,000		841,875		750,000		817,500
7 1/8% Senior Notes due 2016	1,500,000		1,653,750		1,500,000		1,593,750
4 5/8% Senior Notes due 2017	900,000		924,750		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,624,000		1,400,000		1,589,000
6 3/4% Senior Notes due 2021	2,000,000		2,186,260		2,000,000		2,140,000
5 7/8% Senior Notes due 2022	2,000,000		2,065,000		—		—
Mortgages and other notes payable	66,744		66,744		71,871		71,871
Subtotal	10,116,744		$	10,964,879	7,221,871		$	7,807,121
Capital lease obligations (2)	249,280		NA		270,893		NA
Total long-term debt and capital lease obligations (including current portion)	$	10,366,024			$	7,492,764

(1) Our 7% Senior Notes with an aggregate principal balance of $500 million mature on October 1, 2013.

(2) Disclosure regarding fair value of capital leases is not required.

We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2).

Stock-Based Compensation

9 Months Ended

Sep. 30, 2012

Stock-Based Compensation

Stock-Based Compensation

7. Stock-Based Compensation

Stock Incentive Plans

DISH Network maintains stock incentive plans to attract and retain officers, directors and key employees. Our employees participate in the DISH Network stock incentive plans. Stock awards under these plans include both performance and non-performance-based stock incentives. As of September 30, 2012, there were outstanding under these plans stock options to acquire 14.3 million shares of DISH Network’s Class A common stock and 1.1 million restricted stock units associated with our employees. Stock options granted prior to and on September 30, 2012 were granted with exercise prices equal to or greater than the market value of DISH Network Class A common stock at the date of grant and with a maximum term of approximately ten years. While historically DISH Network has issued stock awards subject to vesting, typically at the rate of 20% per year, some stock awards have been granted with immediate vesting and other stock awards vest only upon the achievement of certain DISH Network-specific objectives. As of September 30, 2012, DISH Network had 72.7 million shares of its Class A common stock available for future grant under its stock incentive plans.

On December 1, 2011, DISH Network paid a dividend in cash of $2.00 per share on its outstanding Class A and Class B common stock to shareholders of record on November 17, 2011. In light of such dividend, during January 2012, the exercise price of 17.3 million stock options, affecting approximately 400 of our employees, was reduced by $2.00 per share (the “2012 Stock Option Adjustment”). Except as noted below, all information discussed below reflects the 2012 Stock Option Adjustment.

On January 1, 2008, DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets (the “Spin-off”) into a separate publicly-traded company, EchoStar. DISH Network and EchoStar operate as separate publicly-traded companies, and neither entity has any ownership interest in the other. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by Charles W. Ergen, our Chairman, or by certain trusts established by Mr. Ergen for the benefit of his family.

In connection with the Spin-off, as permitted by 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.

The following stock awards were outstanding:

	As of September 30, 2012
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	14,337,109	1,081,748	673,670	42,954

DISH Network is responsible for fulfilling all stock awards related to DISH Network common stock and EchoStar is responsible for fulfilling all stock awards related to EchoStar common stock, regardless of whether such stock awards are held by our or EchoStar’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 DISH Network or EchoStar. Accordingly, stock-based compensation that we expense with respect to EchoStar stock awards is included in “Additional paid-in capital” on our Condensed Consolidated Balance Sheets.

Stock Award Activity

DISH Network stock option activity associated with our employees was as follows:

	For the Nine Months
	Ended September 30, 2012
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	17,640,074		$	20.38
Granted	549,500		$	32.02
Exercised	(2,979,069	)	$	17.73
Forfeited and cancelled	(873,396	)	$	20.31
Total options outstanding, end of period	14,337,109		$	19.06
Performance-based options outstanding, end of period (2)	6,411,500		$	18.71
Exercisable at end of period	5,235,808		$	18.14

(1) The beginning of period weighted-average exercise price of $20.38 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2011.

(2) These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards below.

We realized tax benefits from stock awards exercised as follows:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	3,342	$	612	$	14,872	$	7,021

Based on the closing market price of DISH Network Class A common stock on September 30, 2012, the aggregate intrinsic value of stock options associated with our employees was as follows:

	As of September 30, 2012
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	167,130	$	65,752

DISH Network restricted stock unit activity associated with our employees was as follows:

	For the Nine Months
	Ended September 30, 2012
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,179,709		$	23.11
Granted	—		$	—
Vested	(24,795	)	$	22.94
Forfeited and cancelled	(73,166	)	$	26.96
Total restricted stock units outstanding, end of period	1,081,748		$	22.86
Restricted Performance Units outstanding, end of period (1)	1,081,748		$	22.86

(1) These Restricted Performance Units are included in the caption “Total restricted stock units outstanding, end of period.” See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards 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 the foregoing vesting schedule and a performance condition that a DISH Network-specific subscriber 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 management concludes achievement of the performance condition is probable. Given the competitive nature of DISH Network’s business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of the goal was not probable as of September 30, 2012, that assessment could change in the future.

If all of the stock awards under the 2005 LTIP were vested and the goal had been met or if management had determined that achievement of the goal was probable during the nine months ended September 30, 2012, 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
			Vested
	Total		Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	31,114	$	27,846
EchoStar awards held by DISH DBS employees	5,608		5,122
Total	$	36,722	$	32,968

(1) Represents the amount of this award that has met the foregoing vesting schedule and would therefore vest upon achievement of the performance condition.

2008 LTIP. During 2008, DISH Network adopted a long-term, performance-based stock incentive plan (the “2008 LTIP”). The 2008 LTIP provides stock options and restricted stock units, either alone or in combination, which vest based on DISH Network-specific subscriber and financial goals. Exercise of the stock awards is contingent on achieving these goals by December 31, 2015.

Although no awards vest until DISH Network attains the performance goals, compensation related to the 2008 LTIP will be recorded based on management’s assessment of the probability of meeting the remaining goals. If the remaining goals are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the goal. See table below titled “Estimated Remaining Non-Cash, Stock-Based Compensation Expense.”

During the first quarter 2011, DISH Network determined that all of the 2008 LTIP performance goals are probable of achievement. As of September 30, 2012, approximately 70% of the 2008 LTIP awards had vested. We are recognizing the associated non-cash stock-based compensation expense on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period for vesting of the approximately 30% of the awards remaining, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.”

Other Employee Performance Awards. In addition to the above long-term, performance stock incentive plans, DISH Network has other stock awards that vest based on certain other DISH Network-specific subscriber, operational and financial goals. Exercise of these stock awards is contingent on achieving certain performance goals.

Additional compensation related to these awards will be recorded based on management’s assessment of the probability of meeting the remaining performance goals. If the remaining goals are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the goal. See table below titled “Estimated Remaining Non-Cash, Stock-Based Compensation Expense.”

Although no awards vest until the performance goals are attained, DISH Network determined that certain goals were probable of achievement and, as a result, recorded non-cash, stock-based compensation expense for the three and nine months ended September 30, 2012 and 2011, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.”

Given the competitive nature of DISH Network’s business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of certain DISH Network-specific subscriber, operational and financial goals was not probable as of September 30, 2012, that assessment could change in the future.

The non-cash stock-based compensation expense associated with these awards is as follows:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2012		2011		2012		2011
	(In thousands)
2008 LTIP	$	2,218	$	2,365	$	9,675	$	16,664
Other employee performance awards	1,279		72		5,851		60
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	3,497	$	2,437	$	15,526	$	16,724

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2008 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2012	$	1,038	$	738
Estimated contingent expense subsequent to 2012	—		46,516
Total estimated remaining expense over the term of the plan	$	1,038	$	47,254

Of the 14.3 million stock options and 1.1 million restricted stock units outstanding under the DISH Network stock incentive plans associated with our employees as of September 30, 2012, the following awards were outstanding pursuant to the performance-based stock incentive plans:

	As of September 30, 2012
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	1,878,500	$	21.60
2008 LTIP	1,533,000	$	10.37
Other employee performance awards	3,000,000	$	21.16
Total	6,411,500	$	18.71

Restricted Performance Units
2005 LTIP	211,498
2008 LTIP	10,250
Other employee performance awards	860,000
Total	1,081,748

Stock-Based Compensation

During the nine months ended September 30, 2012, we incurred $13 million of additional non-cash, stock-based compensation expense in connection with the 2012 Stock Option Adjustment discussed previously. This amount is included in the table below. Total non-cash, stock-based compensation expense for all of our employees is shown in the following table and was allocated to the same expense categories as the base compensation for such employees:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Subscriber-related	$	312	$	335	$	1,506	$	1,652
General and administrative	5,780		6,057		33,430		23,600
Total non-cash, stock-based compensation	$	6,092	$	6,392	$	34,936	$	25,252

As of September 30, 2012, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $21 million and includes compensation expense that we will recognize for EchoStar 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 4.1% per year and will be recognized over a weighted-average period of approximately two 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.

Valuation

The fair value of each stock option for the three and nine months ended September 30, 2012 and 2011 was originally estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions:

	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
Stock Options	2012 (1)	2011	2012	2011
Risk-free interest rate	0.78%	0.69% - 1.31%	0.41% - 1.29%	0.69% - 3.18%
Volatility factor	38.90%	36.67% - 44.68%	33.15% - 39.34%	31.74% - 44.68%
Expected term of options in years	5.8	3.9 - 6.5	3.1 - 5.9	3.9 - 10.0
Weighted-average fair value of options granted	$11.44	$8.73 - $9.68	$6.72 - $12.69	$8.73 - $14.77

(1) During the three months ended September 30, 2012, all stock options granted had the same vesting period.

On December 1, 2011, DISH Network paid a dividend in cash of $2.00 per share on its outstanding Class A and Class B common stock. While DISH Network currently does not intend to declare additional dividends on its common stock, it may elect to do so from time to time. 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 highly subjective assumptions. Changes in the subjective input assumptions can materially affect the fair value estimate.

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

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies

Commitments and Contingencies

8. Commitments and Contingencies

Commitments

As of September 30, 2012, future maturities of our long-term debt, capital lease and contractual obligations are summarized as follows:

	Payments due by period
	Total		2012		2013		2014		2015		2016		Thereafter
	(In thousands)
Long-term debt obligations	$	10,116,744	$	1,317	$	506,114	$	1,005,778	$	756,160	$	1,504,669	$	6,342,706
Capital lease obligations	249,280		6,574		24,541		25,207		27,339		30,024		135,595
Interest expense on long-term debt and capital lease obligations	4,283,063		152,903		719,889		656,399		558,625		473,089		1,722,158
Satellite-related obligations	2,085,713		63,294		253,021		252,935		252,852		252,773		1,010,838
Operating lease obligations	170,641		13,661		42,276		30,332		20,940		20,529		42,903
Purchase obligations	3,307,854		1,138,304		486,449		514,486		431,108		311,305		426,202
Total	$	20,213,295	$	1,376,053	$	2,032,290	$	2,485,137	$	2,047,024	$	2,592,389	$	9,680,402

On October 21, 2012, we entered into a multi-year affiliation agreement with AMC Networks, as discussed below. The commitments associated with this multi-year affiliation agreement are included under “Purchase obligations” in the table above.

Wireless Spectrum

In 2008, DISH Network paid $712 million to acquire certain 700 MHz wireless spectrum licenses, which were granted to DISH Network by the FCC in February 2009 subject to certain build-out requirements. To commercialize these licenses and satisfy the associated FCC build-out requirements, DISH Network will be required to make significant additional investments or partner with others. We may make cash distributions to DISH Network to, among other things, finance the commercialization and build-out requirements of these licenses and DISH Network’s integration efforts including compliance with regulations applicable to these licenses. Depending on the nature and scope of such commercialization and build-out, any such investment or partnership could vary significantly, which may affect our future financial condition or results of operations. Part or all of these licenses may be terminated if the associated FCC build-out requirements are not satisfied. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these investments and profitably deploy the spectrum represented by the 700 MHz licenses.

On March 2, 2012, the FCC approved the transfer of 40 MHz of 2 GHz wireless spectrum licenses held by DBSD North America, Inc. (“DBSD North America”) and TerreStar Networks, Inc. (“TerreStar”) to DISH Network. On March 9, 2012, DISH Network completed the acquisitions of 100% of the equity of reorganized DBSD North America (the “DBSD Transaction”) and substantially all of the assets of TerreStar (the “TerreStar Transaction”), pursuant to which DISH Network acquired, among other things, certain satellite assets and wireless spectrum licenses held by DBSD North America and TerreStar. In addition, during the fourth quarter 2011, DISH Network and Sprint Nextel Corporation (“Sprint”) entered into a mutual release and settlement agreement (the “Sprint Settlement Agreement”) pursuant to which all disputed issues relating to the DBSD Transaction and the TerreStar Transaction were resolved between DISH Network and Sprint, including, but not limited to, issues relating to costs allegedly incurred by Sprint to relocate users from the spectrum then licensed to DBSD North America and TerreStar. Pursuant to the Sprint Settlement Agreement, DISH Network made a net payment of approximately $114 million to Sprint. The total consideration to acquire these assets was approximately $2.860 billion. This amount includes $1.364 billion for the DBSD Transaction, $1.382 billion for the TerreStar Transaction, and the net payment of $114 million to Sprint pursuant to the Sprint Settlement Agreement.

DISH Network’s consolidated FCC applications for approval of the license transfers from DBSD North America and TerreStar were accompanied by requests for waiver of the FCC’s Mobile-Satellite Service (“MSS”) “integrated service” and spare satellite requirements and various technical provisions. The FCC denied DISH Network’s requests for waiver of the integrated service and spare satellite requirements. The FCC has not yet acted on the request for waiver of various technical provisions, and DISH Network cannot predict the outcome or timing of any action by the FCC with respect to that waiver request. Waiver of the integrated service requirement would have allowed DISH Network to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. On March 21, 2012, the FCC released a notice of proposed rulemaking (“NPRM”) that could result in the elimination of the integrated service and other requirements that attach to the 2 GHz licenses. Among other things, the FCC has proposed to modify DISH Network’s licenses to allow DISH Network to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. The NPRM was published in the Federal Register on April 17, 2012. Initial comments on the NPRM were due on or before May 17, 2012, and reply comments were due on or before June 1, 2012. DISH Network submitted filings in the initial comment round and in the reply comment round. While the FCC has indicated its intent to complete the NPRM during 2012, DISH Network cannot predict the outcome or timing of the NPRM, including, without limitation, any associated build-out requirements, or other conditions with which DISH Network may need to comply to avail itself of any changes to the rules. For example, the FCC may impose certain conditions on the use of DISH Network’s 2 GHz licenses, including, among other things, more stringent out-of-band emission limits or a shift of the S-band uplink by 5 MHz from 2000 — 2020 MHz to 2005 — 2025 MHz. If imposed, these conditions or others, in connection with other related events, could ultimately render a portion of DISH Network’s 2 GHz licenses unusable and may have a material adverse effect on DISH Network’s ability to commercialize these licenses.

As a result of the completion of the DBSD Transaction and the TerreStar Transaction, DISH Network will likely be required to make significant additional investments or partner with others to, among other things, finance the commercialization and build-out requirements of these licenses. We have made cash distributions to DISH Network to finance these acquisitions and may make additional cash distributions to, among other things, finance the commercialization of these licenses and DISH Network’s integration efforts including compliance with regulations applicable to the acquired licenses. Depending on the nature and scope of such commercialization and build-out, any such investment or partnership could vary significantly, which may affect our future financial condition or results of operations. Additionally, recent consolidation in the wireless telecommunications industry, may, among other things, limit DISH Network’s available options, including its ability to partner with others. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these spectrum investments or that DISH Network will be able to profitably deploy the assets represented by these spectrum investments.

Guarantees

In connection with the Spin-off, we distributed certain satellite lease agreements to EchoStar and remained the guarantor under those capital leases for payments totaling approximately $125 million over approximately the next three years.

In addition, during the third quarter 2009, EchoStar entered into a new satellite transponder service agreement for the Nimiq 5 satellite through 2024. We sublease this capacity from EchoStar and DISH Network guarantees a certain portion of EchoStar’s payment obligations under this agreement through 2019. As of September 30, 2012, the remaining payment obligations under this agreement that DISH Network guarantees are $454 million.

As of September 30, 2012, we have not recorded a liability on the balance sheet for any of these guarantees.

Contingencies

Separation Agreement

In connection with the Spin-off, DISH Network entered into a separation agreement with EchoStar that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, EchoStar has assumed certain liabilities that relate to its business including certain designated liabilities for acts or omissions that occurred prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, EchoStar will only be liable for its acts or omissions following the Spin-off and DISH Network will indemnify EchoStar for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off as well as our acts or omissions following the Spin-off.

Litigation

We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.

For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties (as with many patent-related cases). For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

c4cast.com, Inc.

On May 7, 2012, c4cast.com, Inc. filed a complaint against DISH Network and its wholly-owned subsidiary, Blockbuster L.L.C., in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 7,958,204 (the “‘204 patent”), which is entitled “Community-Selected Content.” The ‘204 patent relates to systems, methods and techniques for providing resources to participants over an electronic 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.

Channel Bundling Class Action

During 2007, a purported class of cable and satellite subscribers filed an antitrust action against our wholly-owned subsidiary, DISH Network L.L.C., in the United States District Court for the Central District of California. The suit also names as defendants DirecTV, Comcast, Cablevision, Cox, Charter, Time Warner, Inc., Time Warner Cable, NBC Universal, Viacom, Fox Entertainment Group and Walt Disney Company. The suit alleges, among other things, that the defendants engaged in a conspiracy to provide customers with access only to bundled channel offerings as opposed to giving customers the ability to purchase channels on an “a la carte” basis. On October 16, 2009, the District Court entered an order granting the defendants’ motion to dismiss with prejudice. On June 3, 2011, the U.S. Court of Appeals for the Ninth Circuit affirmed the District Court’s order. The plaintiff class sought rehearing en banc. On October 31, 2011, the Ninth Circuit issued an order vacating the previous June 3, 2011 order, directing that a 3-judge panel be reconstituted, and denying the plaintiff class’ motion for rehearing. On March 30, 2012, the reconstituted panel of the Ninth Circuit again affirmed the District Court’s order. On April 10, 2012, the plaintiff class again filed a petition for rehearing en banc, which was denied on May 4, 2012. On August 2, 2012, the plaintiff class filed a petition seeking review by the United States Supreme Court, which was denied on November 5, 2012. The matter is now concluded.

Cyberfone Systems, LLC (f/k/a LVL Patent Group, LLC)

On September 15, 2011, LVL Patent Group, LLC filed a complaint against our wholly-owned subsidiary, DISH Network L.L.C., as well as EchoStar, EchoStar Technologies L.L.C., a wholly-owned subsidiary of EchoStar, and DirecTV in the United States District Court for the District of Delaware alleging infringement of United States Patent No. 6,044,382, which is entitled “Data Transaction Assembly Server.” DirecTV was dismissed from the case on January 4, 2012. On July 12, 2012, Cyberfone Systems, LLC (f/k/a LVL Patent Group, LLC) filed the operative second amended complaint making the same claim.

ESPN

During 2008, our wholly-owned subsidiary, DISH Network L.L.C., filed a lawsuit against ESPN, Inc., ESPN Classic, Inc., ABC Cable Networks Group, Soapnet L.L.C. and International Family Entertainment (collectively, “ESPN”) for breach of contract in New York State Supreme Court. Our complaint alleges that ESPN failed to provide us with certain high-definition feeds of the Disney Channel, ESPN News, Toon and ABC Family. In October 2011, the jury returned a verdict in favor of the defendants. We have appealed.

ESPN had asserted a counterclaim alleging that we owed approximately $35 million under the applicable affiliation agreements. On April 15, 2009, the New York State Supreme Court granted, in part, ESPN’s motion for summary judgment on the counterclaim, finding that we are liable for some of the amount alleged to be owing but that the actual amount owing is disputed. On December 29, 2010, the New York State Supreme Court, Appellate Division, First Department affirmed the partial grant of ESPN’s motion on the counterclaim. After the partial grant of ESPN’s motion for summary judgment, ESPN sought an additional $30 million under the applicable affiliation agreements. On March 15, 2010, the New York State Supreme Court affirmed the prior grant of ESPN’s motion and ruled that we owe the full amount of approximately $66 million under the applicable affiliation agreement. As of December 31, 2010, we had $42 million recorded as a “Litigation accrual” on our Condensed Consolidated Balance Sheets.

On June 21, 2011, the First Department affirmed the New York State Supreme Court’s ruling that we owe approximately $66 million under the applicable affiliation agreements and, on October 18, 2011, denied our motion for leave to appeal that decision to New York’s highest court, the New York Court of Appeals. We sought leave to appeal directly to the New York Court of Appeals and, on January 10, 2012, the New York Court of Appeals dismissed our motion for leave on the ground that the ruling upon which we appealed does not fully resolve all claims in the action. As a result of the First Department’s June 2011 ruling, during 2011, we recorded $24 million of “Litigation Expense” on our Consolidated Statements of Operations and Comprehensive Income (Loss). On October 11, 2012, the New York State Supreme Court awarded ESPN $5 million in attorneys’ fees as the prevailing party on both our claim and ESPN’s counterclaim. As a result, during the nine months ended September 30, 2012, we recorded $5 million of “General and administrative expenses” and increased our “Litigation accrual” to a total of $71 million related to this case as of September 30, 2012. This reflects our estimated exposure for ESPN’s counterclaim. We intend to vigorously prosecute and defend this case.

The Hopper Litigation

On May 24, 2012, our wholly-owned subsidiary, DISH Network L.L.C., filed a lawsuit in the United States District Court for the Southern District of New York against American Broadcasting Companies, Inc., CBS Corporation, Fox Entertainment Group, Inc., Fox Television Holdings, Inc., Fox Cable Network Services, L.L.C. and NBCUniversal Media, LLC. In the lawsuit, we are seeking a declaratory judgment that we are not infringing any defendant’s copyright, or breaching any defendant’s retransmission consent agreement, by virtue of the PrimeTime Anytime™ and AutoHop™ features on our Hopper™ set-top boxes. The PrimeTime Anytime feature allows a user of our Hopper set-top box, at his or her option, to record certain primetime programs airing on ABC, CBS, Fox, and/or NBC up to every night, and to store those recordings for up to eight days. The AutoHop feature allows a subscriber, at his or her option, to watch certain recordings the subscriber made with our PrimeTime Anytime feature, commercial-free, if played back the next day after the show’s original airing.

Later on May 24, 2012, (i) Fox Broadcasting Company, Twentieth Century Fox Film Corp. and Fox Television Holdings, Inc. filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature, the AutoHop feature, as well as Sling place-shifting functionality infringe their copyrights and breach their retransmission consent agreements, (ii) NBC Studios LLC, Universal Network Television, LLC, Open 4 Business Productions LLC and NBCUniversal Media, LLC filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights, and (iii) CBS Broadcasting Inc., CBS Studios Inc. and Survivor Productions LLC filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights. The Central District of California matters have been assigned to a single judge.

As a result of certain parties’ competing venue-related motions brought in both the New York and California actions, and certain networks’ filing various amended complaints, the claims are presently pending in the following venues: (1) the copyright and contract claims regarding the ABC parties are pending in New York; (2) the copyright and contract claims regarding the CBS parties are pending in New York; (3) the copyright and contract claims regarding the Fox parties are pending in California; and (4) the copyright claims regarding the NBC parties are pending in California, while the contract claims involving the NBC parties are pending in both New York and California. Additional venue-related motions are still pending in the NBC actions in New York and California. The NBC plaintiffs have filed an amended complaint in their California action adding copyright claims against EchoStar and EchoStar Technologies L.L.C. (“EchoStar Technologies”), a wholly-owned subsidiary of EchoStar. Additionally, both the ABC and CBS parties have filed counterclaims in the New York action adding copyright claims against EchoStar Technologies.

On September 21, 2012, the California court heard the Fox plaintiffs’ motion for a preliminary injunction to enjoin the Hopper’s PrimeTime Anytime and AutoHop features and, on November 7, 2012, entered an order denying the motion. The Fox plaintiffs have filed a notice of appeal.

We intend to vigorously prosecute and defend our position in these cases. In the event that a court ultimately determines that we infringe the asserted copyrights, we may be subject to substantial damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. In addition, as a result of this litigation, we may not be able to renew certain of our retransmission consent agreements and other programming agreements on favorable terms or at all. If we are unable to renew these agreements, there can be no assurance that we would be able to obtain substitute programming, or that such substitute programming would be comparable in quality or cost to our existing programming. Loss of access to existing programming could have a material adverse effect on our business, financial condition and results of operations, including, among other things, our gross new subscriber activations and subscriber churn rate. We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages.

Norman IP Holdings, Inc.

On September 15, 2011, Norman IP Holdings, Inc. (“Norman”) filed a patent infringement complaint against Brother International Corporation and Lexmark International Corporation in the United States District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 5,592,555 (the “‘555 patent”) and U.S. Patent No. 5,502,689 (the “‘689 patent”). On December 9, 2011, Norman filed a first amended complaint that added Ricoh Americas Corporation and dropped Brother International Corporation as a defendant. On January 27, 2012, Norman filed a second amended complaint that added DISH Network as a defendant, in addition to adding Belkin International, Inc., BMW of North America LLC, Daimler North America Corporation, Mercedes-Benz USA, LLC, D-Link Systems, Inc., Ford Motor Company, Garmin International, Inc., Garmin USA, Inc., General Electric Company, General Motors Company, JVC Americas Corporation, Novatel Wireless, Inc., Novatel Wireless Solutions, Inc., Novatel Wireless Technology, Inc., TomTom, Inc., ViewSonic Corporation, Vizio, Inc., Volkswagen Group of America, Inc., Xerox Corporation, ZTE USA, Inc., and ZTE Solutions, Inc. The ‘555 patent relates to a wireless communications privacy method and system and the ‘689 patent relates to a clock generator capable of shut-down mode and clock generation method. Norman is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. The trial date has been set for January 5, 2015.

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 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, Ltd.

On July 2, 2009, NorthPoint Technology, Ltd. (“NorthPoint”) filed suit against DISH Network, EchoStar 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. On April 21, 2011, the U.S. Patent and Trademark Office issued an order granting reexamination of the ‘636 patent. On June 21, 2011, the District Court entered summary judgment in DISH Network’s favor, finding that all asserted claims of the ‘636 patent are invalid. NorthPoint appealed and, on May 11, 2012, the United States Court of Appeals for the Federal Circuit affirmed the District Court’s judgment. The deadline for NorthPoint to file a further appeal has passed, and the matter is now concluded.

Olympic Developments AG, LLC

On January 20, 2011, Olympic Developments AG, LLC (“Olympic”) filed suit against our wholly-owned subsidiary, DISH Network L.L.C., Atlantic Broadband, Inc., Bright House Networks, LLC, Cable One, Inc., Cequel Communications Holdings I, LLC, CSC Holdings, LLC, GCI Communication Corp., Insight Communications Company, Inc., Knology, Inc., Mediacom Communications Corporation and RCN Telecom Services, LLC in the United States District Court for the Central District of California alleging infringement of United States Patent Nos. 5,475,585 and 6,246,400. The patents relate to on-demand services. Olympic is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On June 13, 2011, the case was transferred to the Northern District of California. On November 7, 2011, the case was stayed pending reexamination by the U.S. Patent and Trademark Office.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe 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 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.

Personalized Media Communications, Inc.

During 2008, Personalized Media Communications, Inc. (“PMC”) filed suit against DISH Network, EchoStar and Motorola Inc. in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent Nos. 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. Subsequently, Motorola Inc. settled with PMC, leaving EchoStar and DISH Network as defendants. On July 18, 2012, pursuant to a Court order, PMC filed a Second Amended Complaint that added Rovi Guides, Inc. (f/k/a/ Gemstar-TV Guide International, Inc.) and TVG-PMC, Inc. (collectively, “Gemstar”) as a party, and added a new claim against all defendants seeking a declaratory judgment as to the scope of Gemstar’s license to the patents in suit, under which DISH Network and EchoStar are sublicensees. The Court vacated the August 20, 2012 trial date and has not yet set a new trial date.

Premier International Associates, LLC

On August 3, 2012, Premier International Associates, LLC (“Premier International Associates”) filed a complaint against us, our wholly-owned subsidiary, DISH Network L.L.C., DISH Network, and EchoStar and its wholly-owned subsidiary, EchoStar Technologies L.L.C., in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. 6,243,725 (the “‘725 patent”), which is entitled “List Building System.” The ‘725 patent relates to a system for building an inventory of audio/visual works. Premier International Associates is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

Preservation Technologies, LLC

In December 2011, Preservation Technologies, LLC (“Preservation Technologies”) filed suit against DISH Network in the United States District Court for the Central District of California. In the Operative Sixth Amended Complaint, filed on or about August 24, 2012, Preservation Technologies also names Netflix, Inc., Facebook, Inc., Hulu, LLC, AT&T Services, Inc., Cox Communications, Inc., Disney Online, American Broadcasting Companies, Inc. and Yahoo! Inc. as defendants. Preservation Technologies alleges that our BLOCKBUSTER On Demand, DISH branded pay-TV and DISH Online services infringe U.S. Patent Nos. 5,813,014, 5,832,499, 6,092,080, 6,353,831, 6,574,638, 6,199,060, 5,832,495, 6,549,911, 6,212,527 and 6,477,537. The patents relate to digital libraries, the management of multimedia assets, and the cataloging of multimedia data. Preservation Technologies is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

Ronald A. Katz Technology Licensing, L.P.

During 2007, Ronald A. Katz Technology Licensing, L.P. (“Katz”) filed a patent infringement action against our wholly-owned subsidiary, DISH Network L.L.C., in the United States District Court for the Northern District of California. The suit alleges infringement of 19 patents owned by Katz. The patents relate to interactive voice response, or IVR, technology. The case has been transferred and consolidated for pretrial purposes in the United States District Court for the Central District of California by order of the Judicial Panel on Multidistrict Litigation. Only four patents remain in the case against us, one of which is subject to a reexamination request before the U.S. Patent and Trademark Office, which was filed on February 13, 2012.

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 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 and Licensing L.L.C.

On January 22, 2009, Technology Development and Licensing L.L.C. (“TDL”) filed suit against DISH Network and EchoStar in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. Re. 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 DISH Network’s motion to stay the case pending two reexamination petitions before the U.S. Patent and Trademark Office.

TQP Development, LLC

On April 4, 2012, TQP Development, LLC (“TQP Development”) filed suit against our wholly-owned subsidiary, DISH Network L.L.C., in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 5,412,730 titled “Encrypted Data Transmission System Employing Means for Randomly Altering the Encryption Keys.” TQP Development is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

Vigilos, LLC

On February 23, 2011, Vigilos, LLC (“Vigilos”) filed suit against EchoStar, two EchoStar subsidiaries, Sling Media, Inc. and EchoStar Technologies L.L.C., and Monsoon Multimedia, Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 6,839,731, which is entitled “System and Method for Providing Data Communication in a Device Network.” Subsequently in 2011, Vigilos added DISH Network L.L.C., our wholly-owned subsidiary, as a defendant in its First Amended Complaint and the case was transferred to the Northern District of California. Later in 2011, Vigilos filed a Second Amended Complaint that added claims for infringement of a second patent, U.S. Patent No. 7,370,074, which is entitled “System and Method for Implementing Open-Protocol Remote Device Control.” Vigilos is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

Based upon certain settlement discussions between the parties, on November 8, 2012 the Court issued an order that conditionally dismissed this case. This dismissal is without prejudice and any party may reopen this case if a settlement is not reached. There can be no assurance that a settlement will be reached and that the case will ultimately be dismissed. In the event we do not reach a settlement, we intend to vigorously defend the case. In the event that a court ultimately determines that we infringe 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 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.

Voom HD Holdings

In January 2008, Voom filed a lawsuit against our wholly-owned subsidiary, DISH Network L.L.C., in New York Supreme Court, alleging breach of contract and other claims arising from our termination of the affiliation agreement governing carriage of certain Voom HD channels on the DISH branded pay-TV service and seeking over $2.5 billion in damages.

On October 21, 2012, we entered into the Voom Settlement Agreement with Voom and Cablevision, and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar. The Voom Settlement Agreement resolved the litigation between the parties relating to the Voom programming services. Pursuant to the terms of the Voom Settlement Agreement, among other things: (i) the litigation between the parties relating to the Voom programming services was dismissed with prejudice and the parties released each other for all claims against each other related thereto; (ii) we agreed to pay $700 million in cash to Voom; (iii) DISH Media Holdings Corporation, a wholly-owned subsidiary of DISH Network, agreed to enter into an agreement to transfer its ownership interest in Voom to Rainbow Programming Holdings, LLC, an affiliate of Voom; and (iv) an affiliate of Cablevision agreed to enter into an agreement to transfer certain of its wireless MVDDS Licenses to us. The transfer of the MVDDS Licenses is subject to FCC and other regulatory approvals. On October 23, 2012, we paid Voom $700 million.

Separately, we entered into a multi-year affiliation agreement with AMC Network Entertainment LLC, WE: Women’s Entertainment LLC, The Independent Film Channel, The Sundance Channel L.L.C, each of which are subsidiaries of AMC Networks Inc., and Fuse Channel LLC, a subsidiary of The Madison Square Garden Company, for the carriage of AMC, WE, IFC, Sundance Channel and the Fuse channel.

Since the Voom Settlement Agreement and the multi-year affiliation agreement were entered into contemporaneously, we accounted for all components of both agreements at fair value in the context of the Voom Settlement Agreement. We have determined the fair value of the multi-year affiliation agreement and the MVDDS Licenses using a market-based approach and a probability-weighted discounted cash flow analysis, respectively. Based on market data and similar agreements we have with other content providers, we allocated $54 million of the payments under the multi-year affiliation agreement to the fair value of the Voom Settlement Agreement. Evaluating all potential uses for the MVDDS Licenses, we assessed their fair value at $24 million. The fair value of the MVDDS Licenses will be recorded during the fourth quarter 2012. The Voom Settlement Agreement is considered a Type I subsequent event and our $730 million estimated fair value of this settlement is recorded as “Litigation expense” on our Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2012. Additionally, $676 million and $54 million are recorded on our Condensed Consolidated Balance Sheets as “Litigation accrual” and “Accrued Programming,” respectively. The resulting liability related to the multi-year affiliation agreement will be amortized as contra “Subscriber-related expenses” on a straight-line basis over the term of the agreement.

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, including, among other things, disputes with programmers regarding fees. 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, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

- Definition

The entire disclosure for commitments and contingencies.

+ References

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+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions

Related Party Transactions

10. Related Party Transactions

Related Party Transactions with DISH Network

On April 19, 2011, we paid a dividend of $1.5 billion to DOC in connection with, among other things, the funding of DISH Network’s investments in DBSD North America and DISH Network’s acquisition of most of the assets of Blockbuster, Inc.

On August 10, 2011, we paid a dividend of $700 million to DOC in connection with, among other things, the funding of the TerreStar Transaction.

On November 1, 2011, the board of directors of DISH Network declared a dividend of $2.00 per share on its outstanding Class A and Class B common stock, or $893 million in the aggregate. On November 30, 2011, we paid a dividend of $1.3 billion to DOC to fund the payment of DISH Network’s dividend and other potential DISH Network cash needs.

Blockbuster. On April 26, 2011, our parent, DISH Network, completed the acquisition of most of the assets of Blockbuster, Inc. During the three and nine months ended September 30, 2012, we recorded $5 million and $16 million, respectively, of “Subscriber-related expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for Blockbuster services provided to our subscribers related to certain of our promotions. During each of the three and nine months ended September 30, 2011, we recorded $2 million for these Blockbuster services.

Blockbuster, Wireless Spectrum and Other Segments. We provide administrative support such as legal, information systems, marketing, human resources, accounting and finance services to DISH Network’s Blockbuster, Wireless Spectrum and other business segments. During the three and nine months ended September 30, 2012, the expenses associated with these services were $3 million and $7 million, respectively. During each of the three and nine months ended September 30, 2011, the expenses associated with these services were $1 million.

Related Party Transactions with EchoStar

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

EchoStar is our primary supplier of set-top boxes and digital broadcast operations and our key supplier of transponder capacity. Generally, the amounts we pay EchoStar for products and services are based on pricing equal to EchoStar’s cost plus a fixed margin (unless noted differently below), which will vary depending on the nature of the products and services provided.

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

“Equipment sales - EchoStar”

Remanufactured Receiver Agreement. We entered into a remanufactured receiver agreement with EchoStar pursuant to which EchoStar has the right, but not the obligation, to purchase remanufactured receivers and accessories from us at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. In November 2012, we and EchoStar extended this agreement until December 31, 2013. EchoStar may terminate the remanufactured receiver agreement for any reason upon at least 60 days notice to us. We may also terminate this agreement if certain entities acquire us.

“Services and other revenue - EchoStar”

Professional Services Agreement. Prior to 2010, in connection with the Spin-off, DISH Network entered into various agreements with EchoStar including the Transition Services Agreement, Satellite Procurement Agreement and Services Agreement, which all expired on January 1, 2010 and were replaced by a Professional Services Agreement. During 2009, DISH Network and EchoStar agreed that EchoStar shall continue to have the right, but not the obligation, to receive the following services from DISH Network, 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, DISH Network and EchoStar agreed that DISH Network shall continue to have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for DISH Network (previously provided under the Satellite Procurement Agreement) and receive logistics, procurement and quality assurance services from EchoStar (previously provided under the Services Agreement). The Professional Services Agreement automatically renewed on January 1, 2012 for an additional one-year period until January 1, 2013 and renews automatically for successive one-year periods thereafter, unless terminated earlier by either party upon at least 60 days notice. However, either party may terminate the Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days notice.

Management Services Agreement. DISH Network entered into a Management Services Agreement with EchoStar pursuant to which DISH Network makes certain of its officers available to provide services (which are primarily legal and accounting services) to EchoStar. Specifically, Paul W. Orban remains employed by DISH Network, but also served as EchoStar’s Senior Vice President and Controller through April 2012. In addition, R. Stanton Dodge remains employed by us, but also served as EchoStar’s Executive Vice President, General Counsel and Secretary through November 2011. EchoStar makes payments to DISH Network based upon an allocable portion of the personnel costs and expenses incurred by DISH Network with respect to such officers (taking into account wages and fringe benefits). These allocations are based upon the estimated percentages of time to be spent by DISH Network’s executive officers performing services for EchoStar under the Management Services Agreement. EchoStar also reimburses DISH Network for direct out-of-pocket costs incurred by DISH Network for management services provided to EchoStar. DISH Network and EchoStar evaluate all charges for reasonableness at least annually and make any adjustments to these charges as DISH Network and EchoStar mutually agree upon.

The Management Services Agreement automatically renewed on January 1, 2012 for an additional one-year period until January 1, 2013 and renews automatically for successive one-year periods thereafter, unless terminated earlier: (i) by EchoStar at any time upon at least 30 days notice; (ii) by DISH Network at the end of any renewal term, upon at least 180 days notice; or (iii) by DISH Network upon notice to EchoStar, following certain changes in control.

Satellite Capacity Leased to EchoStar. During 2009, we entered into a satellite capacity agreement pursuant to which EchoStar leases certain satellite capacity from us 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 and the length of the lease. We and EchoStar mutually agreed to terminate this satellite capacity agreement effective as of July 1, 2012.

Real Estate Lease Agreement. During 2008, DISH Network entered into a sublease for space at 185 Varick Street, New York, New York to EchoStar 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 EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises.

“Satellite and transmission expenses — EchoStar”

Broadcast Agreement. In connection with the Spin-off, we and EchoStar entered into a broadcast agreement pursuant to which EchoStar provided certain broadcast services to us, including teleport services such as transmission and downlinking, channel origination services, and channel management services for a period ending on January 1, 2012 (the “Prior Broadcast Agreement”). We had the ability to terminate channel origination services and channel management services for any reason and without any liability upon at least 60 days notice to EchoStar. If we terminated teleport services for a reason other than EchoStar’s breach, we were obligated to pay EchoStar the aggregate amount of the remainder of the expected cost of providing the teleport services. The fees for the services provided under the Prior Broadcast Agreement were calculated at cost plus a fixed margin, which varied depending on the nature of the products and services provided.

Effective January 1, 2012, we and EchoStar entered into a new broadcast agreement (the “2012 Broadcast Agreement”) pursuant to which EchoStar will continue to provide broadcast services to us, for the period from January 1, 2012 to December 31, 2016. The material terms of the 2012 Broadcast Agreement are substantially the same as the material terms of the Prior Broadcast Agreement, except that: (i) the fees for services provided under the 2012 Broadcast Agreement are calculated at either: (a) EchoStar’s cost of providing the relevant service plus a fixed dollar fee, which is subject to certain adjustments; or (b) EchoStar’s cost of providing the relevant service plus a fixed margin, which will depend on the nature of the services provided; and (ii) if we terminate the teleport services provided under the 2012 Broadcast Agreement for a reason other than EchoStar’s breach, we are generally obligated to reimburse EchoStar for any direct costs EchoStar incurs related to any such termination that it cannot reasonably mitigate.

Broadcast Agreement for Certain Sports Related Programming. During May 2010, we and EchoStar entered into a broadcast agreement pursuant to which EchoStar provides certain broadcast services to us in connection with our carriage of certain sports related programming. The term of this agreement is for ten years. If we terminate this agreement for a reason other than EchoStar’s breach, we are generally obligated to reimburse EchoStar for any direct costs EchoStar incurs related to any such termination that it 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 Leased from EchoStar. Since the Spin-off, we have entered into certain satellite capacity agreements pursuant to which we lease certain satellite capacity on certain satellites owned or leased by EchoStar. The fees for the services provided under these satellite capacity agreements depend, among other things, upon the orbital location of the applicable satellite and the length of the lease. The term of each lease is set forth below:

EchoStar VI, VIII and XII. We lease certain satellite capacity from EchoStar 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 we determine to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponders 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. We generally have 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 renew such agreements will be exercised.

EchoStar IX. We lease certain satellite capacity from EchoStar on EchoStar IX. Subject to availability, we generally have the right to continue to lease satellite capacity from EchoStar on EchoStar IX on a month-to-month basis.

EchoStar XVI. We will lease certain satellite capacity from EchoStar 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, we have 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 fourth quarter 2012.

EchoStar XV. EchoStar XV is owned by us and is operated at the 61.5 degree orbital location. The FCC has granted EchoStar 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, we are obligated to pay EchoStar a fee, which varies depending on the number of frequencies being used by EchoStar XV.

Nimiq 5 Agreement. During 2009, EchoStar 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 2009, EchoStar also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with us, pursuant to which we currently receive service from EchoStar on all 32 of the DBS transponders covered by the Telesat Transponder Agreement. We have also guaranteed certain obligations of EchoStar under the Telesat Transponder Agreement. See discussion under “Guarantees” in Note 8.

Under the terms of the DISH Nimiq 5 Agreement, we make certain monthly payments to EchoStar that commenced in September 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 Nimiq 5 Agreement, the service term will expire ten years following the date it was placed into service. Upon expiration of the initial term we have the option to renew the DISH Nimiq 5 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, we have certain rights to receive service from EchoStar on a replacement satellite. There can be no assurance that any options to renew the DISH Nimiq 5 Agreement will be exercised or that we will exercise our option to receive service on a replacement satellite.

QuetzSat-1 Lease Agreement. During 2008, EchoStar 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 EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite. During 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we will receive service from EchoStar on 24 of the DBS transponders. QuetzSat-1 was launched on September 29, 2011 and was placed into service during the fourth quarter 2011 at the 67.1 degree orbital location while we and EchoStar explore alternative uses for the QuetzSat-1 satellite. In the interim, EchoStar is providing us with alternate capacity at the 77 degree orbital location. During third quarter 2012, we and EchoStar entered into an agreement pursuant to which we will sublease back to EchoStar five of the 24 DBS transponders on the QuetzSat-1 satellite. Rental income generated from this sublease will be recorded as revenue within “Services and other revenue — EchoStar” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Under the terms of the QuetzSat-1 Transponder Agreement, we will make certain monthly payments to EchoStar commencing when the QuetzSat-1 satellite is placed into service at the 77 degree orbital location and continuing through the remainder of the service term. Unless earlier terminated under the terms and conditions of the QuetzSat-1 Transponder Agreement, the initial service term will expire in November 2021. Upon expiration of the initial term, we have 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 an in-orbit failure or end of life of the QuetzSat-1 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite. There can be no assurance that any options to renew the QuetzSat-1 Transponder Agreement will be exercised or that we will exercise our option to receive service on a replacement satellite.

TT&C Agreement. In connection with the Spin-off, we entered into a telemetry, tracking and control (“TT&C”) agreement pursuant to which we received TT&C services from EchoStar for a period ending on January 1, 2012 (the “Prior TT&C Agreement”). The fees for services provided under the Prior TT&C Agreement were calculated at cost plus a fixed margin. We were able to terminate the Prior TT&C Agreement for any reason upon 60 days notice.

Effective January 1, 2012, we entered into a TT&C agreement pursuant to which we will continue to receive TT&C services from EchoStar for a period ending on December 31, 2016 (the “2012 TT&C Agreement”). The material terms of the 2012 TT&C Agreement are substantially the same as the material terms of the Prior TT&C Agreement, except that the fees for services provided under the 2012 TT&C Agreement are calculated at either: (i) a fixed fee; or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided.

“Cost of sales — subscriber promotion subsidies — EchoStar”

Receiver Agreement. EchoStar is currently our sole supplier of set-top box receivers. The table below indicates the dollar value of set-top boxes and other equipment that we purchased from EchoStar as well as the amount of purchases that are included in “Cost of sales — subscriber promotion subsidies — EchoStar” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining amount is included in “Inventory” and “Property and equipment, net” on our Condensed Consolidated Balance Sheets.

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Purchases from EchoStar	2012		2011		2012		2011
	(In thousands)
Set-top boxes and other equipment	$	256,935	$	339,272	$	748,650	$	882,027

Set-top boxes and other equipment included in “Cost of sales — subscriber promotion subsidies — EchoStar”	$	66,689	$	69,003	$	200,543	$	186,297

In connection with the Spin-off, we and EchoStar entered into a receiver agreement pursuant to which we had the right, but not the obligation, to purchase digital set-top boxes and related accessories, and other equipment from EchoStar for a period ending on January 1, 2012 (the “Prior Receiver Agreement”). The Prior Receiver Agreement allowed us to purchase digital set-top boxes, related accessories and other equipment from EchoStar at cost plus a fixed percentage margin, which varied depending on the nature of the equipment purchased. Additionally, EchoStar provided us with standard manufacturer warranties for the goods sold under the Prior Receiver Agreement. We were able to terminate the Prior Receiver Agreement for any reason upon at least 60 days notice to EchoStar. EchoStar was able to terminate the Prior Receiver Agreement if certain entities were to acquire us. The Prior Receiver Agreement also included an indemnification provision, whereby the parties indemnified each other for certain intellectual property matters.

Effective January 1, 2012, we and EchoStar entered into a new agreement (the “2012 Receiver Agreement”) pursuant to which we continue to have the right, but not the obligation, to purchase digital set-top boxes, related accessories, and other equipment from EchoStar for the period from January 1, 2012 to December 31, 2014. We have an option, but not the obligation, to extend the 2012 Receiver Agreement for one additional year upon 180 days notice prior to the end of the term. The material terms of the 2012 Receiver Agreement are substantially the same as the material terms of the Prior Receiver Agreement, except that the 2012 Receiver Agreement allows us to purchase digital set-top boxes, related accessories and other equipment from EchoStar either: (i) at a cost (decreasing as EchoStar reduces costs and increasing as costs increase) plus a dollar mark-up which will depend upon the cost of the product subject to a collar on EchoStar’s mark-up; or (ii) at cost plus a fixed margin, which will depend on the nature of the equipment purchased. Under the 2012 Receiver Agreement, EchoStar’s margins will be increased if they are able to reduce the costs of their digital set-top boxes and their margins will be reduced if these costs increase.

“General and administrative expenses — EchoStar”

Product Support Agreement. In connection with the Spin-off, we entered into a product support agreement pursuant to which we have the right, but not the obligation, to receive product support from EchoStar (including certain engineering and technical support services) for all set-top boxes and related accessories that EchoStar has previously sold and in the future may sell to us. 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. We may terminate the product support agreement for any reason upon at least 60 days notice. In the event of an early termination of this agreement, we are entitled to a refund of any unearned fees paid to EchoStar for the services.

Real Estate Lease Agreements. We have entered into lease agreements pursuant to which we lease certain real estate from EchoStar. 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 EchoStar is responsible for its 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 is for a period ending on December 31, 2016. This agreement can be terminated by either party upon six months prior notice.

· Meridian Lease Agreement. The lease for all of 9601 S. Meridian Blvd. in Englewood, Colorado is for a period ending on December 31, 2016.

· Santa Fe Lease Agreement. The lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado is for a period ending on December 31, 2016 with a renewal option for one additional year.

· EchoStar Data Networks Sublease Agreement. The sublease for certain space at 211 Perimeter Center in Atlanta, Georgia is for a period ending on October 31, 2016.

· Gilbert Lease Agreement. The lease for certain space at 801 N. DISH Dr. in Gilbert, Arizona is a month to month lease and can be terminated by either party upon 30 days prior notice.

· Cheyenne Lease Agreement. The lease for certain space at 530 EchoStar Drive in Cheyenne, Wyoming is for a period ending on December 31, 2031.

DISHOnline.com Services Agreement. Effective January 1, 2010, we entered into a two-year agreement with EchoStar pursuant to which we 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. We have the option to renew this agreement for three successive one year terms and the agreement may be terminated for any reason upon at least 120 days notice to EchoStar. In November 2012, we exercised our right to renew this agreement for a one-year period ending on December 31, 2013.

DISH Remote Access Services Agreement. Effective February 23, 2010, we entered into an agreement with EchoStar pursuant to which we 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 at least 120 days notice to EchoStar.

SlingService Services Agreement. Effective February 23, 2010, we entered into an agreement with EchoStar pursuant to which we 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 at least 120 days notice to EchoStar.

Other Agreements — EchoStar

Tax Sharing Agreement. In connection with the Spin-off, DISH Network entered into a tax sharing agreement with EchoStar 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 EchoStar for such taxes. However, DISH Network is not liable for and will not indemnify EchoStar 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 Internal Revenue Code of 1986, as amended (the “Code”) because of: (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets; (ii) any action that EchoStar takes or fails to take; or (iii) any action that EchoStar takes 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, EchoStar is 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.

RUS Implementation Agreement. In September 2010, DISH Broadband L.L.C. (“DISH Broadband”), our wholly-owned subsidiary, was selected by the Rural Utilities Service (“RUS”) of the United States Department of Agriculture to receive up to approximately $14 million in broadband stimulus grant funds (the “Grant Funds”). Effective November 2011, DISH Broadband and Hughes Communications, Inc. (“Hughes”), a wholly-owned subsidiary of EchoStar, entered into a RUS Implementation Agreement (the “RUS Agreement”) pursuant to which Hughes provides certain portions of the equipment and broadband service used to implement our RUS program.

The initial term of the RUS Agreement shall continue until the earlier of: (i) September 24, 2013; or (ii) the date that the Grant Funds have been exhausted. In addition, DISH Broadband may terminate the RUS Agreement for convenience upon 45 days’ prior written notice to Hughes. During the three and nine months ended September 30, 2012, we expensed $4 million and $6 million, respectively, under this agreement which is included in “Cost of sales — equipment, merchandise, services, rental and other” on our Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). During the three and nine months ended September 30, 2011, we did not record any expense under this agreement.

TiVo. On April 29, 2011, DISH Network and EchoStar entered into a settlement agreement with TiVo, Inc. (“TiVo”). The settlement resolved all pending litigation between DISH Network and EchoStar, on the one hand, and TiVo, on the other hand, including litigation relating to alleged patent infringement involving certain DISH digital video recorders, or DVRs, which litigation is described in our 2011 10-K under the caption “Item 3. Legal Proceedings — TiVo Inc.”

Under the settlement agreement, all pending litigation has been dismissed with prejudice and all injunctions that permanently restrain, enjoin or compel any action by DISH Network or EchoStar have been dissolved. DISH Network and EchoStar are jointly responsible for making payments to TiVo in the aggregate amount of $500 million, including an initial payment of $300 million and the remaining $200 million in six equal annual installments between 2012 and 2017. Pursuant to the terms and conditions of the agreements entered into in connection with the Spin-off of EchoStar from DISH Network, DISH Network made the initial payment to TiVo in May 2011, except for the contribution from EchoStar totaling approximately $10 million, representing an allocation of liability relating to EchoStar’s sales of DVR-enabled receivers to an international customer. Future payments will be allocated between DISH Network and EchoStar based on historical sales of certain licensed products, with DISH Network being responsible for 95% of each annual payment.

DISH Network and EchoStar, on the one hand, and TiVo, on the other hand, have also agreed on mutual releases of certain related claims and agreed not to challenge each other’s DVR technology-related patents that are licensed under the settlement agreement.

Because both DISH Network and EchoStar were defendants in the TiVo lawsuit, DISH Network and EchoStar were jointly and severally liable to TiVo for any final damages and sanctions that could have been awarded by the District Court. As previously disclosed, DISH Network determined that it was obligated under the agreements entered into in connection with the Spin-off to indemnify EchoStar for substantially all liability arising from this lawsuit. EchoStar contributed an amount equal to its $5 million intellectual property liability limit under the receiver agreement. DISH Network and EchoStar further agreed that EchoStar’s $5 million contribution would not exhaust EchoStar’s liability to DISH Network for other intellectual property claims that may arise under the receiver agreement. DISH Network and EchoStar also agreed that DISH Network and EchoStar 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. Any amounts that EchoStar is responsible for under the settlement agreement with TiVo are in addition to the $5 million contribution previously made by EchoStar.

Patent Cross-License Agreements. During December 2011, DISH Network and EchoStar entered into separate patent cross-license agreements with the same third party whereby: (i) EchoStar and such third party licensed their respective patents to each other subject to certain conditions; and (ii) DISH Network and such third party licensed their respective patents to each other subject to certain conditions (each, a “Cross-License Agreement”). Each Cross License Agreement covers patents acquired by the respective party prior to January 1, 2017 and aggregate payments under both Cross-License Agreements total less than $10 million. Each Cross License Agreement also contains an option to extend each Cross-License Agreement to include patents acquired by the respective party prior to January 1, 2022. If both options are exercised, the aggregate additional payments to such third party would total less than $3 million. However, DISH Network and EchoStar may elect to extend their respective Cross-License Agreement independently of each other. Since the aggregate payments under both Cross-License Agreements were based on the combined annual revenues of DISH Network and EchoStar, DISH Network and EchoStar agreed to allocate their respective payments to such third party based on their respective percentage of combined total revenue.

Sprint Settlement Agreement. On November 3, 2011, DISH Network and Sprint entered into the Sprint Settlement Agreement pursuant to which all disputed issues relating to the DBSD Transaction and the TerreStar Transaction were resolved between DISH Network and Sprint, including, but not limited to, issues relating to costs allegedly incurred by Sprint to relocate users from the spectrum then licensed to DBSD North America and TerreStar (the “Sprint Clearing Costs”). EchoStar was a party to the Sprint Settlement Agreement solely for the purposes of executing a mutual release between it and Sprint relating to the Sprint Clearing Costs. EchoStar was a holder of certain TerreStar debt instruments. In March 2012, EchoStar’s remaining debt instruments were exchanged for a right to receive a distribution in accordance with the terms of the liquidating trust established pursuant to TerreStar’s chapter 11 plan of liquidation. Pursuant to the terms of the Sprint Settlement Agreement, DISH Network made a net payment of approximately $114 million to Sprint.

Voom Settlement Agreement. On October 21, 2012, we entered into the Voom Settlement Agreement with Voom and Cablevision, and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar. The Voom Settlement Agreement resolved the litigation between the parties relating to the Voom programming services. EchoStar was a party to the Voom Settlement Agreement solely for the purposes of executing a mutual release of claims with Voom, Cablevision, MSG Holdings, L.P. and The Madison Square Garden Company relating to the Voom programming services.

Other Agreements

In November 2009, Mr. Roger Lynch became employed by both DISH Network and EchoStar 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 DISH Network and EchoStar. Mr. Lynch’s compensation consists of cash and equity compensation and is borne by both EchoStar and DISH Network.

Related Party Transactions with NagraStar L.L.C.

NagraStar is a joint venture between EchoStar and Nagra USA, Inc. that is our provider of encryption and related security systems intended to assure that only authorized customers have access to our programming.

The table below summarizes our transactions with NagraStar.

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	17,895	$	19,768	$	53,624	$	60,213

	As of
	September 30,		December 31,
	2012		2011
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	15,323	$	5,853

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies

Principles of Consolidation

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

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, 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 multi-element arrangements, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, asset retirement obligations, retailer incentives, programming expenses, subscriber lives and royalty obligations. Weak 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 Measurements

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, including U.S. treasury notes;

· Level 2, defined as observable inputs other than quoted prices included in Level 1, 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 for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available.

As of September 30, 2012 and December 31, 2011, the carrying value for cash and cash equivalents, marketable investment securities, trade accounts receivable, net of allowance for doubtful accounts, and current liabilities, excluding the “Current portion of long-term debt and capital lease obligations,” is equal to or approximates fair value due to their short-term nature or proximity to current market rates. See Note 3.

Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are estimated based on an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the notes. See Note 6 for the fair value of our long-term debt.

- Definition

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

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-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 18
-Paragraph 20
-Subparagraph a(2)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 97-2
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph k
-Article 1

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 140
-Paragraph 46
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02, 03
-Article 3A

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Tables)

9 Months Ended

Sep. 30, 2012

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Schedule of marketable investment securities and restricted cash and cash equivalents

	As of
	September 30,		December 31,
	2012		2011
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	128,708	$	100,075
Current marketable investment securities - other	2,043,578		568,188
Total current marketable investment securities	2,172,286		668,263
Restricted marketable investment securities (1)	46,317		54,507
Total marketable investment securities	2,218,603		722,770

Restricted cash and cash equivalents (1)	74,589		65,137

Total marketable investment securities and restricted cash and cash equivalents	$	2,293,192	$	787,907

Summary of components of available-for-sale investments

	As of September 30, 2012										As of December 31, 2011
	Marketable										Marketable
	Investment		Unrealized								Investment		Unrealized
	Securities		Gains		Losses			Net			Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	128,708	$	—	$	—		$	—		$	100,075	$	—	$	—		$	—
Other (including restricted)	2,078,044		7,164		(4,777		)	2,387			622,695		2,625		(4,075		)	(1,450		)
Equity securities:
Other (1)	11,851		—		(1,386		)	(1,386		)	—		—		—			—
Total	$	2,218,603	$	7,164	$	(6,163	)	$	1,001		$	722,770	$	2,625	$	(4,075	)	$	(1,450	)

Schedule of available-for-sale securities in continuous unrealized loss position by length of time and investment category

	As of
	September 30, 2012					December 31, 2011
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	576,530	$	(3,867	)	$	444,705	$	(2,970	)
12 months or more	43,036		(910		)	33,039		(1,105		)
Equity Securities:
Less than 12 months	11,851		(1,386		)	—		—
12 months or more	—		—			—		—
Total	$	631,417	$	(6,163	)	$	477,744	$	(4,075	)

Schedule of investments measured at fair value on a recurring basis

	As of
	September 30, 2012								December 31, 2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	2,669,959	$	64,491	$	2,605,468	$	—	$	162,549	$	18,610	$	143,939	$	—

Debt securities:
VRDNs	$	128,708	$	—	$	128,708	$	—	$	100,075	$	—	$	100,075	$	—
Other (including restricted)	2,078,044		—		2,078,044		—		622,695		—		622,695		—

Equity securities	11,851		11,851		—		—		—		—		—		—

Total	$	2,218,603	$	11,851	$	2,206,752	$	—	$	722,770	$	—	$	722,770	$	—

- Definition

Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).

+ References + Details

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2012

Long-Term Debt

Summary of carrying and fair values of debt facilities

	As of
	September 30, 2012				December 31, 2011
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	$	500,000	$	525,000	$	500,000	$	535,000
6 5/8% Senior Notes due 2014	1,000,000		1,077,500		1,000,000		1,060,000
7 3/4% Senior Notes due 2015	750,000		841,875		750,000		817,500
7 1/8% Senior Notes due 2016	1,500,000		1,653,750		1,500,000		1,593,750
4 5/8% Senior Notes due 2017	900,000		924,750		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,624,000		1,400,000		1,589,000
6 3/4% Senior Notes due 2021	2,000,000		2,186,260		2,000,000		2,140,000
5 7/8% Senior Notes due 2022	2,000,000		2,065,000		—		—
Mortgages and other notes payable	66,744		66,744		71,871		71,871
Subtotal	10,116,744		$	10,964,879	7,221,871		$	7,807,121
Capital lease obligations (2)	249,280		NA		270,893		NA
Total long-term debt and capital lease obligations (including current portion)	$	10,366,024			$	7,492,764

(1) Our 7% Senior Notes with an aggregate principal balance of $500 million mature on October 1, 2013.

(2) Disclosure regarding fair value of capital leases is not required.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2012

Stock-Based Compensation

Schedule of stock awards outstanding

	As of September 30, 2012
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	14,337,109	1,081,748	673,670	42,954

Schedule of stock option activity associated with entity's employees

	For the Nine Months
	Ended September 30, 2012
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	17,640,074		$	20.38
Granted	549,500		$	32.02
Exercised	(2,979,069	)	$	17.73
Forfeited and cancelled	(873,396	)	$	20.31
Total options outstanding, end of period	14,337,109		$	19.06
Performance-based options outstanding, end of period (2)	6,411,500		$	18.71
Exercisable at end of period	5,235,808		$	18.14

(1) The beginning of period weighted-average exercise price of $20.38 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2011.

(2) These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards below.

Schedule of realized tax benefits from stock awards exercised

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	3,342	$	612	$	14,872	$	7,021

Schedule of aggregate intrinsic value of stock options associated with entity's employees

	As of September 30, 2012
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	167,130	$	65,752

Schedule of restricted stock unit activity associated with entity's employees

	For the Nine Months
	Ended September 30, 2012
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,179,709		$	23.11
Granted	—		$	—
Vested	(24,795	)	$	22.94
Forfeited and cancelled	(73,166	)	$	26.96
Total restricted stock units outstanding, end of period	1,081,748		$	22.86
Restricted Performance Units outstanding, end of period (1)	1,081,748		$	22.86

Schedule of awards outstanding pursuant to performance-based stock incentive plans

	As of September 30, 2012
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	1,878,500	$	21.60
2008 LTIP	1,533,000	$	10.37
Other employee performance awards	3,000,000	$	21.16
Total	6,411,500	$	18.71

Restricted Performance Units
2005 LTIP	211,498
2008 LTIP	10,250
Other employee performance awards	860,000
Total	1,081,748

Schedule of allocated non-cash, stock-based compensation expense for all employees

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
	(In thousands)
Subscriber-related	$	312	$	335	$	1,506	$	1,652
General and administrative	5,780		6,057		33,430		23,600
Total non-cash, stock-based compensation	$	6,092	$	6,392	$	34,936	$	25,252

Schedule of assumptions of Black-Scholes option valuation model

	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
Stock Options	2012 (1)	2011	2012	2011
Risk-free interest rate	0.78%	0.69% - 1.31%	0.41% - 1.29%	0.69% - 3.18%
Volatility factor	38.90%	36.67% - 44.68%	33.15% - 39.34%	31.74% - 44.68%
Expected term of options in years	5.8	3.9 - 6.5	3.1 - 5.9	3.9 - 10.0
Weighted-average fair value of options granted	$11.44	$8.73 - $9.68	$6.72 - $12.69	$8.73 - $14.77

(1) During the three months ended September 30, 2012, all stock options granted had the same vesting period.

2005 LTIP

Stock-Based Compensation

Schedule of unrecognized non-cash, stock-based compensation expense

	2005 LTIP
			Vested
	Total		Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	31,114	$	27,846
EchoStar awards held by DISH DBS employees	5,608		5,122
Total	$	36,722	$	32,968

(1) Represents the amount of this award that has met the foregoing vesting schedule and would therefore vest upon achievement of the performance condition.

2008 LTIP and Other

Stock-Based Compensation

Schedule of non-cash, stock-based compensation expense recognized

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2012		2011		2012		2011
	(In thousands)
2008 LTIP	$	2,218	$	2,365	$	9,675	$	16,664
Other employee performance awards	1,279		72		5,851		60
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	3,497	$	2,437	$	15,526	$	16,724

Schedule of unrecognized non-cash, stock-based compensation expense

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2008 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2012	$	1,038	$	738
Estimated contingent expense subsequent to 2012	—		46,516
Total estimated remaining expense over the term of the plan	$	1,038	$	47,254

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 2) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Accumulated net unrealized gains (losses)
Accumulated net unrealized gains (losses), net of related tax effect	$ 1,000	$ (1,000)
Components of available-for-sale investments
Debt security	2,172,286	668,263
Total	2,218,603	722,770
Unrealized Gains (Losses), Net
Unrealized Gains	7,164	2,625
Unrealized (Losses)	(6,163)	(4,075)
Unrealized Gains (Losses), Net	1,001	(1,450)
Contractual maturities of restricted and non-restricted marketable investment securities
Debt security with contractual maturities of one year or less	1,611,000
Debt securities with contractual maturities greater than one year	596,000
VRDNs
Components of available-for-sale investments
Debt security	128,708	100,075
Other (including restricted)
Components of available-for-sale investments
Debt security	2,078,044	622,695
Unrealized Gains (Losses), Net
Unrealized Gains	7,164	2,625
Unrealized (Losses)	(4,777)	(4,075)
Unrealized Gains (Losses), Net	$ 2,387	$ (1,450)

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 4) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Fair value of marketable securities
Debt security	$ 2,172,286	$ 668,263
Total	2,218,603	722,770
VRDNs
Fair value of marketable securities
Debt security	128,708	100,075
Other (including restricted)
Fair value of marketable securities
Debt security	2,078,044	622,695
Total \| Equity Securities
Fair value of marketable securities
Equity security	11,851
Level 1 \| Equity Securities
Fair value of marketable securities
Equity security	11,851
Recurring basis \| Total
Fair value of marketable securities
Cash equivalents (including restricted)	2,669,959	162,549
Total	2,218,603	722,770
Recurring basis \| Total \| VRDNs
Fair value of marketable securities
Debt security	128,708	100,075
Recurring basis \| Total \| Other (including restricted)
Fair value of marketable securities
Debt security	2,078,044	622,695
Recurring basis \| Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	64,491	18,610
Total	11,851
Recurring basis \| Level 2
Fair value of marketable securities
Cash equivalents (including restricted)	2,605,468	143,939
Total	2,206,752	722,770
Recurring basis \| Level 2 \| VRDNs
Fair value of marketable securities
Debt security	128,708	100,075
Recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt security	$ 2,078,044	$ 622,695

Long-Term Debt (Details) - USD ($) $ in Thousands	1 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2012	May 31, 2012	Sep. 30, 2012	Jul. 26, 2012	May 16, 2012	Dec. 31, 2011
Long-term debt
Carrying Value			$ 10,116,744			$ 7,221,871
Fair Value			10,964,879			7,807,121
Capital lease obligations			249,280			270,893
Total long-term debt and capital lease obligations (including current portion)			10,366,024			7,492,764
7 % Senior Notes due 2013
Long-term debt
Aggregate principal amount			500,000
Carrying Value			500,000			500,000
Fair Value			$ 525,000			$ 535,000
Interest rate (as a percent)			7.00%			7.00%
6 5/8% Senior Notes due 2014
Long-term debt
Carrying Value			$ 1,000,000			$ 1,000,000
Fair Value			$ 1,077,500			$ 1,060,000
Interest rate (as a percent)			6.625%			6.625%
7 3/4% Senior Notes due 2015
Long-term debt
Carrying Value			$ 750,000			$ 750,000
Fair Value			$ 841,875			$ 817,500
Interest rate (as a percent)			7.75%			7.75%
7 1/8% Senior Notes due 2016
Long-term debt
Carrying Value			$ 1,500,000			$ 1,500,000
Fair Value			$ 1,653,750			$ 1,593,750
Interest rate (as a percent)			7.125%			7.125%
4 5/8% senior notes due 2017
Long-term debt
Aggregate principal amount					$ 900,000
Term of debt instrument		5 years
Debt instrument issuance as a percentage of face amount					100.00%
Percentage of principal amount at which the entity may redeem some or all of the notes at any time			100.00%
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions			35.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control			101.00%
Carrying Value			$ 900,000
Fair Value			$ 924,750
Interest rate (as a percent)			4.625%
7 7/8% Senior Notes due 2019
Long-term debt
Carrying Value			$ 1,400,000			$ 1,400,000
Fair Value			$ 1,624,000			$ 1,589,000
Interest rate (as a percent)			7.875%			7.875%
6 3/4% Senior Notes due 2021
Long-term debt
Carrying Value			$ 2,000,000			$ 2,000,000
Fair Value			$ 2,186,260			$ 2,140,000
Interest rate (as a percent)			6.75%			6.75%
5 7/8% Senior Notes due 2022
Long-term debt
Aggregate principal amount					$ 1,000,000
Term of debt instrument	10 years	10 years
Debt instrument issuance as a percentage of face amount				100.75%	100.00%
Percentage of principal amount at which the entity may redeem some or all of the notes at any time			100.00%
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions			35.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control			101.00%
Additional borrowings	$ 1,000,000
Carrying Value			$ 2,000,000
Fair Value			$ 2,065,000
Interest rate (as a percent)			5.875%
Mortgages and other notes payable
Long-term debt
Carrying Value			$ 66,744			$ 71,871
Fair Value			$ 66,744			$ 71,871

Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 31, 2012 employee $ / shares shares	Dec. 31, 2011 $ / shares shares	Jan. 31, 2008	Sep. 30, 2012 USD ($) $ / shares shares	Sep. 30, 2011 USD ($) $ / shares	Sep. 30, 2012 USD ($) $ / shares shares	Sep. 30, 2011 USD ($) $ / shares	Dec. 31, 2005	Jan. 02, 2008 multiplicationfactor shares
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized \| $				$ 6,092	$ 6,392	$ 34,936	$ 25,252
Dish awards
Stock-Based Compensation
Percentage of stock awards vesting per year (as a percent)						20% per year
Dish awards \| Class A common stock
Stock-Based Compensation
Common stock available for future grant under stock incentive plans (in shares)				72,700,000		72,700,000
Cash dividend (in dollars per share) \| $ / shares		$ 2.00
Dish awards \| Class B common stock
Stock-Based Compensation
Cash dividend (in dollars per share) \| $ / shares		$ 2.00
Long-Term Performance Based Plans
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized \| $				$ 3,497	2,437	$ 15,526	16,724
2005 LTIP
2005 LTIP Terms
Vesting period								7 years
Percentage awards vesting per annum during first four years								10.00%
Percentage awards vesting per annum after first four years								20.00%
Unrecognized non-cash stock-based compensation expense
Total \| $						36,722
Vested Portion \| $				32,968		32,968
2005 LTIP \| Dish awards
Unrecognized non-cash stock-based compensation expense
Total \| $						31,114
Vested Portion \| $				27,846		27,846
2005 LTIP \| Echostar awards
Unrecognized non-cash stock-based compensation expense
Total \| $						5,608
Vested Portion \| $				$ 5,122		$ 5,122
The 2008 LTIP
Share-based compensation additional disclosures
Portion vested (as a percent)				70.00%		70.00%
Remaining portion to meet vesting condition (as a percent)				30.00%		30.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized \| $				$ 2,218	2,365	$ 9,675	16,664
The 2008 LTIP \| Dish awards
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2012 \| $				1,038		1,038
Total estimated expense remaining over the term of plan \| $				1,038		1,038
Other Employee Performance Awards
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized \| $				1,279	72	5,851	60
Other Employee Performance Awards \| Dish awards
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2012 \| $				738		738
Estimated contingent expense subsequent to 2012 \| $				46,516		46,516
Total estimated expense remaining over the term of plan \| $				47,254		47,254
2012 Stock Option Adjustment
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized \| $						13,000
Stock Options
Share-based compensation additional disclosures
Tax benefit from stock awards exercised \| $				$ 3,342	$ 612	$ 14,872	$ 7,021
Black-Scholes option valuation model, assumptions
Risk free interest rate (as a percent)				0.78%
Risk free interest rate, low end of range (as a percent)					0.69%	0.41%	0.69%
Risk free interest rate, high end of range (as a percent)					1.31%	1.29%	3.18%
Volatility factor (as a percent)				38.90%
Volatility factor, low end of range (as a percent)					36.67%	33.15%	31.74%
Volatility factor, high end of range (as a percent)					44.68%	39.34%	44.68%
Expected term of options				5 years 9 months 18 days
Weighted-average fair value of options granted (in dollars per share) \| $ / shares				$ 11.44
Dividend yield percentage						0.00%
Stock Options \| Maximum
Black-Scholes option valuation model, assumptions
Expected term of options					6 years 6 months	5 years 10 months 24 days	10 years
Weighted-average fair value of options granted (in dollars per share) \| $ / shares					$ 9.68	$ 12.69	$ 14.77
Stock Options \| Minimum
Black-Scholes option valuation model, assumptions
Expected term of options					3 years 10 months 24 days	3 years 1 month 6 days	3 years 10 months 24 days
Weighted-average fair value of options granted (in dollars per share) \| $ / shares					$ 8.73	$ 6.72	$ 8.73
Stock Options \| Dish awards
Stock-Based Compensation
Stock option converted into new stock options (in shares)									2
Multiplication factor for conversion of original stock option to new stock option \| multiplicationfactor									0.831219
Stock option activity
Total options outstanding, beginning of period (in shares)	17,640,074					17,640,074
Granted (in shares)						549,500
Exercised (in shares)						(2,979,069)
Forfeited and cancelled (in shares)						(873,396)
Total options outstanding, end of period (in shares)		17,640,074		14,337,109		14,337,109
Exercisable at end of period (in shares)				5,235,808		5,235,808
Weighted-Average Exercise Price
Total options outstanding, beginning of period (in dollars per share) \| $ / shares	$ 20.38					$ 20.38
Granted (in dollars per share) \| $ / shares						32.02
Exercised (in dollars per share) \| $ / shares						17.73
Forfeited and cancelled (in dollars per share) \| $ / shares						20.31
Total options outstanding, end of period (in dollars per share) \| $ / shares		$ 20.38		$ 19.06		19.06
Exercisable at end of period (in shares) \| $ / shares				$ 18.14		$ 18.14
Aggregate intrinsic value
Options outstanding \| $				$ 167,130		$ 167,130
Options exercisable \| $				$ 65,752		$ 65,752
Stock Options \| Dish awards \| Maximum
Stock-Based Compensation
Expiration term (in years)						10 years
Stock Options \| Echostar awards
Stock-Based Compensation
Multiplication factor for conversion of original stock option to new stock option \| multiplicationfactor									0.843907
Portion of the number of shares that were exercisable under the original option needed to receive a new stock option (as a percent)			one-fifth
Stock option activity
Total options outstanding, end of period (in shares)				673,670		673,670
Stock Options \| Long-Term Performance Based Plans \| Dish awards
Stock option activity
Total options outstanding, end of period (in shares)				6,411,500		6,411,500
Weighted-Average Exercise Price
Total options outstanding, end of period (in dollars per share) \| $ / shares				$ 18.71		$ 18.71
Stock Options \| 2005 LTIP \| Dish awards
Stock option activity
Total options outstanding, end of period (in shares)				1,878,500		1,878,500
Weighted-Average Exercise Price
Total options outstanding, end of period (in dollars per share) \| $ / shares				$ 21.60		$ 21.60
Stock Options \| The 2008 LTIP \| Dish awards
Stock option activity
Total options outstanding, end of period (in shares)				1,533,000		1,533,000
Weighted-Average Exercise Price
Total options outstanding, end of period (in dollars per share) \| $ / shares				$ 10.37		$ 10.37
Stock Options \| Other Employee Performance Awards \| Dish awards
Stock option activity
Total options outstanding, end of period (in shares)				3,000,000		3,000,000
Weighted-Average Exercise Price
Total options outstanding, end of period (in dollars per share) \| $ / shares				$ 21.16		$ 21.16
Stock Options \| 2012 Stock Option Adjustment \| Dish awards
Stock-Based Compensation
Number of stock options subject to an exercise price change in connection with the Stock Option Adjustment (in shares)	17,300,000
Number of employees affected by stock option adjustment \| employee	400
Reduction in exercise price due to dividend declaration (in dollars per share) \| $ / shares	$ 2.00
Restricted Stock Units \| Dish awards
Restricted stock units
Total restricted stock units outstanding, beginning of period (in shares)	1,179,709					1,179,709
Vested (in shares)						(24,795)
Forfeited and cancelled (in shares)						(73,166)
Total restricted stock units outstanding, end of period (in shares)		1,179,709		1,081,748		1,081,748
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share) \| $ / shares	$ 23.11					$ 23.11
Vested (in dollars per share) \| $ / shares						22.94
Forfeited and cancelled (in dollars per share) \| $ / shares						26.96
Total restricted stock units outstanding, end of period (in dollars per share) \| $ / shares		$ 23.11		$ 22.86		$ 22.86
Restricted Stock Units \| Echostar awards
Stock-Based Compensation
One Echostar restricted stock unit converted into new Dish Network restricted stock units (in shares)									5
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				42,954		42,954
Restricted Stock Units \| Long-Term Performance Based Plans
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				0		0
Restricted Stock Units \| Long-Term Performance Based Plans \| Dish awards
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				1,081,748		1,081,748
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, end of period (in dollars per share) \| $ / shares				$ 22.86		$ 22.86
Restricted Stock Units \| 2005 LTIP \| Dish awards
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				211,498		211,498
Restricted Stock Units \| The 2008 LTIP \| Dish awards
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				10,250		10,250
Restricted Stock Units \| Other Employee Performance Awards \| Dish awards
Restricted stock units
Total restricted stock units outstanding, end of period (in shares)				860,000		860,000

Commitments and Contingencies (Details 3) $ in Thousands		1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
Commitments and Contingencies (Details 3) $ in Thousands	Oct. 23, 2012 USD ($)	Oct. 31, 2012 USD ($)	Apr. 30, 2010 USD ($) item	Jul. 31, 2009 item	Apr. 30, 2009 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2008 USD ($)	Jun. 21, 2011 USD ($)	Dec. 31, 2010 USD ($)	Mar. 15, 2010 USD ($)	Dec. 31, 2007 item
Loss contingencies
General and administrative expenses						$ 153,408	$ 150,778	$ 469,985	$ 436,454
Loss Contingency Terms
Litigation accrual						746,999		746,999		$ 65,580
Accrued Programming						1,156,740		1,156,740		1,055,925
Voom Settlement Agreement
Loss Contingency Terms
Cash paid under settlement agreement	$ 700,000
Payments under the multi-year affiliation agreement allocated to the fair value of the Voom Settlement Agreement						54,000		54,000
Fair value of MVDDS Licenses						24,000		24,000
Litigation expense								730,000
Litigation accrual						676,000		676,000
Accrued Programming						54,000		54,000
Katz Communications-Patent infringement
Loss Contingency Terms
Number of patents the suit alleges infringement of \| item															19
Satellite lease guarantees
Loss contingencies
Guarantee for payments						125,000		$ 125,000
Guarantee term (in years)								three year
Satellite transponder guarantees
Loss contingencies
Guarantee for payments						454,000		$ 454,000
ESPN-Affiliation agreements
Loss contingencies
Claim amount											$ 35,000
Additional claim amount					$ 30,000
Court ruling												$ 66,000		$ 66,000
Litigation accrual						$ 71,000		71,000					$ 42,000
Litigation expense										$ 24,000
Attorneys' fees		$ 5,000
General and administrative expenses								$ 5,000
Technology Development Licensing-Patent infringement
Loss Contingency Terms
Number of reexamination petitions pending before patent and trademark office \| item				2
Voom HD Holdings-Affiliation agreements
Loss contingencies
Claim amount			$ 2,500,000
Loss Contingency Terms
Number of motions seeking discovery sanctions \| item			2

Related Party Transactions (Details) $ / shares in Units, $ in Thousands	1 Months Ended									3 Months Ended			9 Months Ended		12 Months Ended
	Jan. 31, 2012	Dec. 31, 2011 USD ($)	Nov. 30, 2011 USD ($) $ / shares	Aug. 31, 2011 USD ($)	Apr. 30, 2011 USD ($) item	Sep. 30, 2010 USD ($)	May 31, 2010	Feb. 28, 2010	Jan. 31, 2010 item	Sep. 30, 2012 USD ($) item	Mar. 31, 2012	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)	Dec. 31, 2009 item	Dec. 31, 2008 item	Apr. 29, 2011 USD ($)
Related Party Transactions
Set-top boxes and other equipment included in "Cost of sales - subscriber promotion subsidies - Echostar"										$ 66,689		$ 69,003	$ 200,543	$ 186,297
Amounts Payable and Commitments		$ 222,917								245,273			245,273
Blockbuster, Wireless Spectrum and Other Segments
Related Party Transactions
Expenses from transactions with related party										3,000		1,000	7,000	1,000
Dish Network
Related Party Transactions
Dividend paid to DOC			$ 1,300,000	$ 700,000	$ 1,500,000
Dividend declared (in dollars per share) \| $ / shares			$ 2.00
Aggregate dividend declared (in dollars per share)			$ 893,000
Allocated administrative support services										$ 3,000			$ 7,000
Dish Network \| Sprint Settlement Agreement
Related Party Transactions
Net payment for agreement settlement			$ 114,000
EchoStar \| Remanufactured Receiver Agreement
Related Party Transactions
Minimum required notice period for termination of agreement by related party													60 days
EchoStar \| Certain Sports Related Programming Broadcast Agreement
Related Party Transactions
Agreement term							10 years
EchoStar \| EchoStar XVI
Related Party Transactions
Agreement term from commencement of service date													10 years
EchoStar \| DISH Nimiq 5 Agreement
Related Party Transactions
Agreement term															10 years
Agreement term with third party															15 years
Number of DBS transponders available to receive services \| item															32
Number of DBS transponders available for related party to receive services \| item															32
EchoStar \| QuetzSat-1 Lease Agreement
Related Party Transactions
Agreement term with third party																10 years
Number of DBS transponders available for related party to receive services \| item																32
Number of DBS transponders expected to receive services \| item																24
Number of transponders subleased \| item										5
EchoStar \| TT&C Agreement
Related Party Transactions
Required notice period for termination of agreement by the reporting entity													60 days
EchoStar \| Receiver Agreement
Related Party Transactions
Minimum notice period for termination of agreement													180 days
Set-top boxes and other equipment purchased from EchoStar										$ 256,935		339,272	$ 748,650	882,027
Set-top boxes and other equipment included in "Cost of sales - subscriber promotion subsidies - Echostar"										66,689		69,003	$ 200,543	186,297
EchoStar \| Inverness Lease Agreement
Related Party Transactions
Required notice period for termination of agreement													6 months
EchoStar \| Santa Fe Lease Agreement
Related Party Transactions
Term of renewal option													1 year
EchoStar \| Gilbert Lease Agreement
Related Party Transactions
Minimum notice period for termination of agreement													30 days
EchoStar \| DISH Online.com Services Agreement
Related Party Transactions
Term of renewal option exercised			1 year
Required notice period for termination of agreement by the reporting entity									120 days
Agreement term									2 years
Number of successive one year renewal options \| item									3
EchoStar \| DISH Remote Access Services Agreement
Related Party Transactions
Automatic renewal period													1 year
Required notice period for termination of agreement by the reporting entity													120 days
Agreement term								5 years
EchoStar \| Sling Service Services Agreement
Related Party Transactions
Automatic renewal period													1 year
Required notice period for termination of agreement by the reporting entity													120 days
Agreement term								5 years
EchoStar \| RUS Agreement
Related Party Transactions
Required notice period for termination of agreement by the reporting entity						45 days
Maximum grants receivable						$ 14,000
Amount expensed										4,000			$ 6,000
EchoStar \| Minimum \| Broadcast Agreement
Related Party Transactions
Required notice period for termination of agreement by the reporting entity													60 days
EchoStar \| Minimum \| Receiver Agreement
Related Party Transactions
Required notice period for termination of agreement by the reporting entity	60 days
EchoStar \| Minimum \| Product Support Agreement
Related Party Transactions
Required notice period for termination of agreement by the reporting entity													60 days
EchoStar \| Dish Network \| TiVo v. Dish Network and EchoStar Corporation
Related Party Transactions
Settlement amount					500,000
Initial settlement amount paid					$ 300,000
Aggregate of six annual installment amounts between 2012 and 2017, net of contribution from related party																	$ 200,000
Litigation settlement, number of annual installments \| item					6
Contribution from related party					$ 10,000
Percentage of litigation settlement amount to be made by related party annually					95.00%
Amount paid for related party transaction					$ 5,000
EchoStar \| Dish Network \| Professional Services Agreement
Related Party Transactions
Automatic renewal period	1 year
Minimum notice period for termination of agreement													60 days
Required notice for termination of individual service	30 days
EchoStar \| Dish Network \| Management Services Agreement
Related Party Transactions
Minimum required notice period for termination of agreement by related party													30 days
Automatic renewal period											1 year
Minimum notice period for termination of agreement													1 year
Minimum required notice period for termination of agreement by related party providing service													180 days
EchoStar \| Dish Network \| Real Estate Lease Agreement
Related Party Transactions
Agreement term																7 years
EchoStar \| Dish Network \| Maximum \| Patent Cross-License Agreements
Related Party Transactions
Payments to third party by related party		10,000
Payments to third party by related party under extension option										3,000			$ 3,000
NagraStar
Related Party Transactions
Expenses from transactions with related party										17,895		19,768	53,624	60,213
Amounts Payable and Commitments		$ 5,853								15,323			15,323
Blockbuster, Inc.
Related Party Transactions
Subscriber-related expenses										$ 5,000		$ 2,000	$ 16,000	$ 2,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Allowance for doubtful accounts on trade accounts receivable - other	$ 14,200	$ 11,916
Allowance for doubtful accounts on trade accounts receivable - EchoStar	0	0
Noncurrent Assets:
Accumulated depreciation on property and equipment	$ 2,946,748	$ 2,847,863
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	1,015	1,015
Common stock, shares outstanding	1,015	1,015

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Unrealized holding gains (losses) on available-for-sale securities, tax	$ 0	$ 0	$ 0	$ 0

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 3) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Fair value
Total Fair Value	$ 631,417	$ 477,744
Unrealized loss
Total Unrealized Losses	(6,163)	(4,075)
Debt Securities
Fair value
Less than 12 months, Fair value	576,530	444,705
12 months or more, Fair value	43,036	33,039
Unrealized loss
Less than 12 months, Unrealized loss	(3,867)	(2,970)
12 months or more, Unrealized loss	(910)	$ (1,105)
Equity Securities
Fair value
Less than 12 months, Fair value	11,851
Unrealized loss
Less than 12 months, Unrealized loss	$ (1,386)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Inventory
Finished goods - DBS	$ 251,344	$ 294,722
Raw materials	134,419	183,675
Work-in-process	75,400	31,535
Total inventory	$ 461,163	$ 509,932

Property and Equipment and FCC Authorizations (Details 2) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2012 USD ($)	Mar. 31, 2012 item	Sep. 30, 2011 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2011 USD ($)
Property and Equipment
Depreciation and amortization expense \| $	$ 212,931		$ 224,507	$ 689,664	$ 686,771
EchoStar I \| Minimum
Property and Equipment
Depreciable life of assets				12 years
EchoStar XI \| Minimum
Property and Equipment
Depreciable life of assets				12 years
EchoStar XIV \| Minimum
Property and Equipment
Depreciable life of assets				15 years
EchoStar VI
Property and Equipment
Loss of Travelling wave tube amplifiers ("TWTAs") \| item		2
Total number of TWTAs lost \| item		5
148 degree orbital location
Property and Equipment
Depreciation and amortization expense \| $				$ 67,776

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Marketable investment securities
Current marketable investment securities	$ 2,172,286	$ 668,263
Restricted marketable investment securities	46,317	54,507
Total	2,218,603	722,770
Restricted cash and cash equivalents	74,589	65,137
Total marketable investment securities and restricted cash and cash equivalents	2,293,192	787,907
Current marketable investment securities - VRDNs
Marketable investment securities
Current marketable investment securities	$ 128,708	100,075
Settlement period	5 days
Current marketable investment securities - other
Marketable investment securities
Current marketable investment securities	$ 2,043,578	$ 568,188

Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2012 USD ($)
Commitment and Contingencies
Total	$ 20,213,295
2012	1,376,053
2013	2,032,290
2014	2,485,137
2015	2,047,024
2016	2,592,389
Thereafter	9,680,402
Long-term debt obligations
Commitment and Contingencies
Total	10,116,744
2012	1,317
2013	506,114
2014	1,005,778
2015	756,160
2016	1,504,669
Thereafter	6,342,706
Capital lease obligations
Commitment and Contingencies
Total	249,280
2012	6,574
2013	24,541
2014	25,207
2015	27,339
2016	30,024
Thereafter	135,595
Interest expense on long-term debt and capital lease obligations
Commitment and Contingencies
Total	4,283,063
2012	152,903
2013	719,889
2014	656,399
2015	558,625
2016	473,089
Thereafter	1,722,158
Satellite-related obligations
Commitment and Contingencies
Total	2,085,713
2012	63,294
2013	253,021
2014	252,935
2015	252,852
2016	252,773
Thereafter	1,010,838
Operating lease obligations
Commitment and Contingencies
Total	170,641
2012	13,661
2013	42,276
2014	30,332
2015	20,940
2016	20,529
Thereafter	42,903
Purchase obligations
Commitment and Contingencies
Total	3,307,854
2012	1,138,304
2013	486,449
2014	514,486
2015	431,108
2016	311,305
Thereafter	$ 426,202

Commitments and Contingencies (Details 2) - Dish Network - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2008	Sep. 30, 2012	Dec. 31, 2011
Spectrum Investments
Payment to acquire certain 700 MHz wireless licenses		$ 712
Purchase price of assets			$ 2,860
TerreStar Networks, Inc. ("TerreStar")
Spectrum Investments
Purchase price of assets			1,382
DBSD North America
Spectrum Investments
Commitment by related party to acquire equity ownership (as a percent)	100.00%
Purchase price of assets			$ 1,364
Sprint Settlement Agreement
Spectrum Investments
Purchase price of assets				$ 114

Label	Element	Value
Share-based Compensation	us-gaap_ShareBasedCompensation	$ 25,252,000
Share-based Compensation	us-gaap_ShareBasedCompensation	$ 3,718,000