View Filing Data

Document and Entity Information - USD ($)	12 Months Ended
Dec. 31, 2013	Mar. 19, 2014	Jun. 30, 2013
Document and Entity Information
Entity Registrant Name	DISH DBS CORP
Entity Central Index Key	0001042642
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		1,015
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 4,294,475	$ 3,424,387
Marketable investment securities (Note 4)	4,117,326	2,269,670
Trade accounts receivable - other, net of allowance for doubtful accounts of $15,981 and $13,834, respectively	859,986	823,374
Trade accounts receivable - EchoStar, net of allowance for doubtful accounts of zero	52,602	19,924
Inventory	512,646	464,393
Deferred tax assets (Note 8)	65,457	91,722
Other current assets	143,564	117,157
Total current assets	10,046,056	7,210,627
Noncurrent Assets:
Restricted cash and marketable investment securities (Note 4)	82,780	121,661
Property and equipment, net (Note 6)	2,979,323	3,007,384
FCC authorizations	635,794	635,794
Other noncurrent assets, net	258,754	198,992
Total noncurrent assets	3,956,651	3,963,831
Total assets	14,002,707	11,174,458
Current Liabilities:
Trade accounts payable - other	257,950	221,839
Trade accounts payable - EchoStar	338,788	262,843
Deferred revenue and other	824,478	832,518
Accrued programming	1,238,610	1,092,346
Accrued interest	232,732	224,383
Litigation accrual (Note 11)		70,999
Other accrued expenses	457,775	440,990
Current portion of long-term debt and capital lease obligations (Note 7)	1,032,607	534,787
Total current liabilities	4,382,940	3,680,705
Long-Term Obligations, Net of Current Portion:
Long-term debt and capital lease obligations, net of current portion (Note 7)	12,596,608	11,328,944
Deferred tax liabilities (Note 8)	1,247,375	1,184,349
Long-term deferred revenue, distribution and carriage payments and other long-term liabilities	159,684	242,360
Total long-term obligations, net of current portion	14,003,667	12,755,653
Total liabilities	18,386,607	16,436,358
Commitments and Contingencies (Note 11)
Stockholder's Equity (Deficit):
Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding
Additional paid-in capital	1,300,101	1,254,814
Accumulated other comprehensive income (loss)	11,189	6,080
Accumulated earnings (deficit)	(5,697,772)	(6,522,794)
Total DISH DBS stockholder's equity (deficit)	(4,386,482)	(5,261,900)
Noncontrolling interest	2,582
Total stockholder's equity (deficit)	(4,383,900)	(5,261,900)
Total liabilities and stockholder's equity (deficit)	$ 14,002,707	$ 11,174,458

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenue:
Subscriber-related revenue	$ 13,559,511	$ 13,038,611	$ 12,959,025
Equipment sales and other revenue	92,618	95,923	64,547
Equipment sales, services and other revenue - EchoStar	43,483	17,066	36,474
Total revenue	13,695,612	13,151,600	13,060,046
Costs and Expenses (exclusive of depreciation shown separately below - Note 6):
Subscriber-related expenses	7,677,111	7,246,104	6,841,760
Satellite and transmission expenses:
EchoStar	487,011	419,888	441,613
Other	40,472	40,392	39,341
Cost of sales - equipment, services and other	85,627	96,240	79,563
Subscriber acquisition costs:
Cost of sales - subscriber promotion subsidies - EchoStar	252,178	264,208	249,440
Other subscriber acquisition costs	1,432,558	1,396,477	1,254,036
Total subscriber acquisition costs	1,684,736	1,660,685	1,503,476
General and administrative expenses - EchoStar	69,224	49,878	45,188
General and administrative expenses	617,898	616,339	570,699
Litigation expense (Note 11)		730,457	(316,949)
Depreciation and amortization (Note 6)	905,987	898,682	904,955
Total costs and expenses	11,568,066	11,758,665	10,109,646
Operating income (loss)	2,127,546	1,392,935	2,950,400
Other Income (Expense):
Interest income	38,214	22,431	13,209
Interest expense, net of amounts capitalized	(878,550)	(647,298)	(552,036)
Other, net	(2,833)	2,124	10,957
Total other income (expense)	(843,169)	(622,743)	(527,870)
Income (loss) before income taxes	1,284,377	770,192	2,422,530
Income tax (provision) benefit, net (Note 8)	(459,655)	(285,926)	(896,847)
Net income (loss)	824,722	484,266	1,525,683
Less: Net income (loss) attributable to noncontrolling interest	(300)
Net income (loss) attributable to DISH DBS	825,022	484,266	1,525,683
Comprehensive Income (Loss):
Net income (loss)	824,722	484,266	1,525,683
Other comprehensive income (loss):
Unrealized holding gains (losses) on available-for-sale securities	8,781	8,047	(5,215)
Deferred income tax (expense) benefit, net	(3,672)	(517)
Total other comprehensive income (loss), net of tax	5,109	7,530	(5,215)
Comprehensive income (loss)	829,831	491,796	1,520,468
Less: Comprehensive income (loss) attributable to noncontrolling interest	(300)
Comprehensive income (loss) attributable to DISH DBS	$ 830,131	$ 491,796	$ 1,520,468

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash Flows From Operating Activities:
Net income (loss)	$ 824,722	$ 484,266	$ 1,525,683
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	905,987	898,682	904,955
Realized and unrealized losses (gains) on investments		(1,751)	(10,758)
Non-cash, stock-based compensation	29,647	38,573	31,163
Deferred tax expense (benefit) (Note 8)	71,405	169,308	582,519
Other, net	(82,032)	(20,897)	17,342
Changes in current assets and current liabilities:
Trade accounts receivable - other	(36,867)	(55,048)	18,173
Allowance for doubtful accounts	2,147	1,918	(17,735)
Trade accounts receivable - EchoStar	(32,678)	(3,628)	(2,141)
Inventory	(18,437)	84,151	(56,063)
Other current assets	(26,407)	635	(5,723)
Trade accounts payable - other	32,620	93,392	(31,614)
Trade accounts payable - EchoStar	75,945	39,926	(15,712)
Deferred revenue and other	(8,040)	23,239	5,822
Litigation expense accrual (Note 11 and Note 15)		5,419	(316,949)
Litigation settlement payments (Note 11 and Note 15)	(70,999)		(350,000)
Accrued programming and other accrued expenses	163,308	196,219	(10,600)
Net cash flows from operating activities	1,830,321	1,954,404	2,268,362
Cash Flows From Investing Activities:
(Purchases) Sales and maturities of marketable investment securities, net	(1,838,875)	(1,580,123)	919,433
Purchases of property and equipment	(925,203)	(778,742)	(765,490)
Change in restricted cash and marketable investment securities	38,881	(2,017)	12,751
Other, net	(12,235)	(23,895)	9,954
Net cash flows from investing activities	(2,737,432)	(2,384,777)	176,648
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt	2,300,000	4,400,000	2,000,000
Proceeds from issuance of restricted debt	2,600,000
Redemption of restricted debt	(2,600,000)
Funding of restricted debt escrow	(2,596,750)
Release of restricted debt escrow	2,596,771
Debt issuance costs	(11,146)	(13,246)	(27,261)
Repayment of long-term debt and capital lease obligations	(35,586)	(34,890)	(32,716)
Dividend to DISH Orbital Corporation		(907,230)	(3,500,000)
Other, net	23,910	11,054	6,773
Net cash flows from financing activities	1,777,199	3,455,688	(2,553,204)
Net increase (decrease) in cash and cash equivalents	870,088	3,025,315	(108,194)
Cash and cash equivalents, beginning of period	3,424,387	399,072	507,266
Cash and cash equivalents, end of period	4,294,475	$ 3,424,387	399,072
7 % Senior Notes due 2013
Cash Flows From Financing Activities:
Repurchases and redemption of Senior Notes	$ (500,000)
6 3/8% Senior Notes Due 2011
Cash Flows From Financing Activities:
Repurchases and redemption of Senior Notes			$ (1,000,000)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

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. Minority interests are recorded as noncontrolling interest. 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. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 assets and liabilities acquired in business combinations, 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, 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 Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Cash and Cash Equivalents

We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2013 and 2012 may consist of money market funds, government bonds, corporate notes and commercial paper. The cost of these investments approximates their fair value.

Marketable Investment Securities

We currently classify all marketable investment securities as available-for-sale. We adjust the carrying value of our available-for-sale securities to fair value and report the related temporary unrealized gains and losses as a separate component of “Accumulated other comprehensive income (loss)” within “Total stockholder’s equity (deficit),” net of related deferred income tax. Declines in the fair value of a marketable investment security which are determined to be “other-than-temporary” are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss), thus establishing a new cost basis for such investment.

We evaluate our marketable investment securities portfolio on a quarterly basis to determine whether declines in the fair value of these securities are other-than-temporary. This quarterly evaluation consists of reviewing, among other things:

· the fair value of our marketable investment securities compared to the carrying amount,

· the historical volatility of the price of each security, and

· any market and company specific factors related to each security.

Declines in the fair value of debt and equity investments below cost basis are generally accounted for as follows:

Length of Time Investment Has Been In a Continuous Loss Position		Treatment of the Decline in Value (absent specific factors to the contrary)
Less than six months		Generally, considered temporary.
Six to nine months		Evaluated on a case by case basis to determine whether any company or market-specific factors exist indicating that such decline is other-than-temporary.
Greater than nine months		Generally, considered other-than-temporary. The decline in value is recorded as a charge to earnings.

Additionally, in situations where the fair value of a debt security is below its carrying amount, we consider the decline to be other-than-temporary and record a charge to earnings if any of the following factors apply:

· we have the intent to sell the security,

· it is more likely than not that we will be required to sell the security before maturity or recovery, or

· we do not expect to recover the security’s entire amortized cost basis, even if there is no intent to sell the security.

In general, we use the first in, first out method to determine the cost basis on sales of marketable investment securities.

Trade Accounts Receivable

Management estimates the amount of required allowances for the potential non-collectability of accounts receivable based upon past collection experience and consideration of other relevant factors. However, past experience may not be indicative of future collections and therefore additional charges could be incurred in the future to reflect differences between estimated and actual collections.

Inventory

Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead.

Property and Equipment

Property and equipment are stated at amortized cost less impairment losses, if any. The costs of satellites under construction, including interest and certain amounts prepaid under our satellite service agreements, are capitalized during the construction phase, assuming the eventual successful launch and in-orbit operation of the satellite. If a satellite were to fail during launch or while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from one to 40 years. Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized.

Impairment of Long-Lived Assets

We review our long-lived assets and identifiable finite lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets which are held and used in operations, the asset would be impaired if the carrying value of the asset (or asset group) exceeded its undiscounted future net cash flows. Once an impairment is determined, the actual impairment recognized is the difference between the carrying value and the fair value as estimated using discounted cash flows. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We consider relevant cash flow, estimated future operating results, trends and other available information in assessing whether the carrying value of assets are recoverable.

DBS Satellites. We currently evaluate our DBS satellite fleet for impairment as one asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2013.

Indefinite Lived Intangible Assets

We do not amortize indefinite lived intangible assets, but test these assets for impairment annually during the fourth quarter or more often if indicators of impairment arise. Intangible assets that have finite lives are amortized over their estimated useful lives and tested for impairment as described above for long-lived assets. Our intangible assets with indefinite lives primarily consist of FCC licenses. Generally, we have determined that our FCC licenses have indefinite useful lives due to the following:

· FCC licenses are a non-depleting asset;

· existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely;

· replacement satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

· maintenance expenditures to obtain future cash flows are not significant;

· FCC licenses are not technologically dependent; and

· we intend to use these assets indefinitely.

DBS FCC Licenses. We combine all of our indefinite lived DBS FCC licenses that we currently utilize or plan to utilize in the future into a single unit of accounting. The analysis encompasses future cash flows from satellites transmitting from such licensed orbital locations, including revenue attributable to programming offerings from such satellites, the direct operating and subscriber acquisition costs related to such programming, and future capital costs for replacement satellites. Projected revenue and cost amounts include projected subscribers. In conducting our annual impairment test in 2013, we determined that the estimated fair value of the DBS FCC licenses, calculated using a discounted cash flow analysis, exceeded their carrying amounts.

Long-Term Deferred Revenue, Distribution and Carriage Payments

Certain programmers provide us up-front payments. Such amounts are deferred and recognized as reductions to “Subscriber-related expenses” on a straight-line basis over the relevant remaining contract term (generally up to ten years). The current and long-term portions of these deferred credits are recorded in our Consolidated Balance Sheets in “Deferred revenue and other” and “Long-term deferred revenue, distribution and carriage payments and other long-term liabilities,” respectively.

Sales Taxes

We account for sales taxes imposed on our goods and services on a net basis in our Consolidated Statements of Operations and Comprehensive Income (Loss). Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity.

Income Taxes

We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized.

Accounting for Uncertainty in Income Taxes

From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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 December 31, 2013 and 2012, the carrying value for cash and cash equivalents, 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 4 for the fair value of our marketable investment securities.

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 debt securities. See Note 7 for the fair value of our long-term debt.

Deferred Debt Issuance Costs

Costs of issuing debt are generally deferred and amortized to interest expense ratably over the terms of the respective notes. See Note 7.

Revenue Recognition

We recognize revenue when an arrangement exists, prices are determinable, collectability is reasonably assured and the goods or services have been delivered.

Revenue from our pay-TV service is recognized when programming is broadcast to subscribers. Payments received from our Pay-TV subscribers in advance of the broadcast or service period are recorded as “Deferred revenue and other” in our Consolidated Balance Sheets until earned.

For certain of our promotions, subscribers are charged an upfront fee. A portion of these fees may be deferred and recognized over the estimated subscriber life for new subscribers or the estimated remaining life for existing subscribers ranging from 18 months to five years. Revenue from advertising sales is recognized when the related services are performed.

Subscriber fees for pay-TV equipment rental and other hardware related fees, including fees for DVRs, equipment upgrade fees and additional outlet fees from subscribers with receivers with multiple tuners, advertising services and fees earned from our in-home service operations are recognized as revenue as earned. Generally, revenue from equipment sales and equipment upgrades is recognized upon shipment to customers.

Certain of our existing and new subscriber promotions include programming discounts. Programming revenues are recorded as earned at the discounted monthly rate charged to the subscriber.

We offer our customers the opportunity to download movies for a specific viewing period or permanently purchase a movie from our web-site. We recognize revenue when the movie is successfully downloaded by the customer, which, based on our current technology, occurs at the time the customer plays the movie for the first time.

Subscriber-Related Expenses

The cost of television programming distribution rights is generally incurred on a per subscriber basis and various upfront carriage payments are recognized when the related programming is distributed to subscribers. Long-term flat rate programming contracts are charged to expense using the straight-line method over the term of the agreement. The cost of television programming rights to distribute live sporting events for a season or tournament is charged to expense using the straight-line method over the course of the season or tournament. “Subscriber-related expenses” in the Consolidated Statements of Operations and Comprehensive Income (Loss) principally include programming expenses, costs for pay-TV services incurred in connection with our in-home service and call center operations, billing costs, refurbishment and repair costs related to receiver systems, subscriber retention and other variable subscriber expenses. These costs are recognized as the services are performed or as incurred.

Subscriber Acquisition Costs

Subscriber acquisition costs in our Consolidated Statements of Operations and Comprehensive Income (Loss) consist of costs incurred to acquire new Pay-TV subscribers through third parties and our direct sales distribution channel. Subscriber acquisition costs include the following line items from our Consolidated Statements of Operations and Comprehensive Income (Loss):

· “Cost of sales — subscriber promotion subsidies - EchoStar” includes the cost of our receiver systems sold to retailers and other distributors of our equipment and receiver systems sold directly by us to subscribers.

· “Other subscriber acquisition costs” includes net costs related to promotional incentives and costs related to installation and other promotional subsidies and advertising and marketing expenses related to the acquisition of new Pay-TV subscribers.

We characterize amounts paid to our independent retailers as consideration for equipment installation services and for equipment buydowns (incentives and rebates) as a reduction of revenue. We expense payments for equipment installation services as “Other subscriber acquisition costs.” Our payments for equipment buydowns represent a partial or complete return of the retailer’s purchase price and are, therefore, netted against the proceeds received from the retailer. We report the net cost from our various sales promotions through our independent retailer network as a component of “Other subscriber acquisition costs.” Net proceeds from the sale of subscriber related equipment pursuant to our subscriber acquisition promotions are not recognized as revenue.

Advertising Costs

Our advertising costs associated with acquiring new Pay-TV subscribers are expensed as incurred. During the years ended December 31, 2013, 2012 and 2011, we recorded advertising costs of $448 million, $429 million and $329 million, respectively, within “Other subscriber acquisition costs” and “General and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Deferred Cost of Sales

On May 22, 2013, we launched a promotion whereby qualifying new Pay-TV subscribers may choose either an Apple® iPad® 2 or programming credits when they, among other things, commit to a two-year contract. The costs of the iPad 2 are recorded as short-term or long-term deferred cost of sales expense within “Other current assets” and “Other noncurrent assets, net,” respectively, on our Consolidated Balance Sheets and are amortized on a straight-line basis over the related contract term to “Cost of sales — equipment, services and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Equipment Lease Programs

Pay-TV subscribers have the choice of leasing or purchasing the satellite receiver and other equipment necessary to receive our pay-TV service. Most of our new Pay-TV subscribers choose to lease equipment and thus we retain title to such equipment. Equipment leased to new and existing Pay-TV subscribers is capitalized and depreciated over their estimated useful lives.

Marketable Investment Securities and Restricted Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2013

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Marketable Investment Securities and Restricted Cash and Cash Equivalents

4. Marketable Investment Securities and Restricted Cash and Cash Equivalents

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

	As of December 31,
	2013		2012
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	105,854	$	124,007
Current marketable investment securities - other	4,011,472		2,145,663
Total current marketable investment securities	4,117,326		2,269,670
Restricted marketable investment securities (1)	63,902		49,044
Total marketable investment securities	4,181,228		2,318,714

Restricted cash and cash equivalents (1)	18,878		72,617

Total marketable investment securities and restricted cash and cash equivalents	$	4,200,106	$	2,391,331

(1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash and marketable investment securities” on our 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. See Note 2 for further discussion.

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 and equity instruments including corporate and government bonds.

Restricted Cash and Marketable Investment Securities

As of December 31, 2013 and 2012, 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. During the first quarter 2013, we released $42 million of restricted cash related to litigation. See Note 11 for further information.

Unrealized Gains (Losses) on Marketable Investment Securities

As of December 31, 2013 and 2012, we had accumulated net unrealized gains of $15 million and $7 million, respectively. These amounts, net of related tax effect, were $11 million and $6 million, respectively. All of these amounts are included in “Accumulated other comprehensive income (loss)” within “Total stockholder’s equity (deficit).” The components of our available-for-sale investments are summarized in the table below.

	As of December 31,
	2013									2012
	Marketable									Marketable
	Investment		Unrealized							Investment		Unrealized
	Securities		Gains		Losses			Net		Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	105,854	$	—	$	—		$	—	$	124,007	$	—	$	—		$	—
Other (including restricted)	4,048,851		5,447		(3,355		)	2,092		2,181,064		7,335		(1,144		)	6,191
Equity securities:
Other (1)	26,523		13,286		—			13,286		13,643		406		—			406
Total	$	4,181,228	$	18,733	$	(3,355	)	$	15,378	$	2,318,714	$	7,741	$	(1,144	)	$	6,597

(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 December 31, 2013, restricted and non-restricted marketable investment securities included debt securities of $3.819 billion with contractual maturities within one year, $314 million with contractual maturities extending longer than one year through and including five years, $1 million with contractual maturities extending longer than five years through and including ten years and $21 million with contractual maturities longer than ten years. 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 December 31, 2013 and 2012, the unrealized losses on our investments in debt securities primarily represented 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 December 31,
	2013					2012
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	2,002,239	$	(2,820	)	$	724,739	$	(865	)
12 months or more	38,043		(535		)	29,045		(279		)
Total	$	2,040,282	$	(3,355	)	$	753,784	$	(1,144	)

Fair Value Measurements

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

	As of December 31,
	2013								2012
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	3,743,328	$	275,277	$	3,468,051	$	—	$	3,014,946	$	59,386	$	2,955,560	$	—

Debt securities:
VRDNs	$	105,854	$	—	$	105,854	$	—	$	124,007	$	—	$	124,007	$	—
Other (including restricted)	4,048,851		—		4,048,851		—		2,181,064		—		2,181,064		—

Equity securities	26,523		26,523		—		—		13,643		13,643		—		—

Total	$	4,181,228	$	26,523	$	4,154,705	$	—	$	2,318,714	$	13,643	$	2,305,071	$	—

During the year ended December 31, 2013, we had no transfers in or out of Level 1 and Level 2 fair value measurements.

Property and Equipment

12 Months Ended

Dec. 31, 2013

Property and Equipment

Property and Equipment

6. Property and Equipment

Property and equipment consisted of the following:

	Depreciable
	Life	As of December 31,
	(In Years)	2013			2012
		(In thousands)
Equipment leased to customers	2-5	$	3,496,994		$	3,424,911
EchoStar I	12	201,607			201,607
EchoStar VII	15	177,000			177,000
EchoStar X	15	177,192			177,192
EchoStar XI	15	200,198			200,198
EchoStar XIV	15	316,541			316,541
EchoStar XV	15	277,658			277,658
Satellites acquired under capital lease agreements	10-15	499,819			499,819
Furniture, fixtures, equipment and other	1-10	600,439			580,588
Buildings and improvements	1-40	80,439			74,398
Land	-	5,504			5,207
Construction in progress	-	39,043			20,469
Total property and equipment		6,072,434			5,955,588
Accumulated depreciation		(3,093,111		)	(2,948,204		)
Property and equipment, net		$	2,979,323		$	3,007,384

Construction in progress consisted of the following:

	As of December 31,
	2013		2012
	(In thousands)
Computer hardware projects	$	20,216	$	2,115
Software projects	15,017		6,088
Other	3,810		12,266
Construction in progress	$	39,043	$	20,469

Depreciation and amortization expense consisted of the following:

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Equipment leased to customers	$	739,266	$	649,394	$	725,904
Satellites	108,682		123,431		128,352
Buildings, furniture, fixtures, equipment and other	58,039		58,081		50,699
148 degree orbital location (1)	—		67,776		—
Total depreciation and amortization	$	905,987	$	898,682	$	904,955

(1) See “FCC Authorizations” below.

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

We did not record any capitalized interest during the years ended December 31, 2013, 2012 or 2011.

Satellites

DBS Satellites. As of December 31, 2013, we utilized 14 satellites in geostationary orbit approximately 22,300 miles above the equator, six of which we owned and depreciated over the useful life of each satellite. As of December 31, 2013, we utilized capacity on six satellites from EchoStar, which were accounted for as operating leases. As of December 31, 2013, we also leased two satellites from third parties, which were accounted for as capital leases and were depreciated over the shorter of the economic life or the term of the satellite agreement.

		Degree	Estimated
	Launch	Orbital	Useful Life
Satellites	Date	Location	(Years)
Owned:
EchoStar I (1)(5)	December 1995	77	12
EchoStar VII (2)(5)	February 2002	119	15
EchoStar X (2)(5)	February 2006	110	15
EchoStar XI (2)(5)	July 2008	110	15
EchoStar XIV (5)	March 2010	119	15
EchoStar XV	July 2010	45	15

Leased from EchoStar:
EchoStar VIII (1)(3)(4)	August 2002	77	NA
EchoStar IX (1)(3)	August 2003	121	NA
EchoStar XII (1)(4)	July 2003	61.5	NA
Nimiq 5 (1)(3)	September 2009	72.7	NA
EchoStar XVI (1)	November 2012	61.5	NA
QuetzSat-1 (1)(3)	September 2011	77	NA

Leased from Other Third Party:
Anik F3	April 2007	118.7	NA
Ciel II	December 2008	129	NA

Under Construction:
EchoStar XVIII	2015	110	15

(1) See Note 15 for further discussion of our Related Party Transactions with EchoStar.

(2) During the fourth quarter 2012, the estimated useful life of these satellites was extended from 12 years to 15 years on a prospective basis based on management’s assessment of, among other things, these satellites’ useful lives, technological obsolescence risk, estimated remaining fuel life and estimated useful lives of our other DBS satellites. This increase in the estimated useful life of these satellites had an immaterial effect on our results of operations.

(3) We lease a portion of the capacity on these satellites.

(4) We generally have the option to renew each lease on a year-to-year basis through the end of the respective satellite’s useful life.

(5) On February 20, 2014, we entered into agreements with EchoStar pursuant to which, among other things, we transferred these satellites to EchoStar and lease back certain satellite capacity on these satellites. See Note 16 for further discussion of our Subsequent Events.

Recent Developments

Recent developments with respect to certain of our satellites are discussed below. In addition, see Note 16 for further discussion of our Subsequent Events.

Satellites Under Construction

EchoStar XVIII. On September 7, 2012, DISH Network entered into a contract with Space Systems/Loral, Inc. (“SS/L”) for the construction of EchoStar XVIII, a DBS satellite with spot beam technology designed for, among other things, HD programming. During October 2013, DISH Network entered into an agreement with ArianeSpace S.A. for launch services for this satellite, which is expected to be launched during 2015.

Satellite Anomalies

Operation of our DISH branded pay-TV service requires that we have adequate satellite transmission capacity for the programming we offer. Moreover, current competitive conditions require that we continue to expand our offering of new programming. While we generally have had in-orbit 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 2013, 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 impact the remaining useful life and/or commercial operation of any of the satellites in our fleet. See Note 2 “Impairment of Long-Lived Assets” 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 commercial insurance for any of the in-orbit satellites that we use, other than certain 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.

Leased Satellites

EchoStar XII. Prior to 2010, EchoStar XII experienced anomalies resulting in the loss of electrical power available from its solar arrays, which reduced the number of transponders that could be operated. In September 2012, November 2012, and January 2013, EchoStar XII experienced additional solar array anomalies, which further reduced the electrical power available. During the third quarter 2013, EchoStar informed us that EchoStar XII will likely experience further loss of available electrical power that will impact its operational capability, and EchoStar reduced the remaining estimated useful life of the satellite to 18 months. Pursuant to our satellite lease agreement with EchoStar, we are entitled to a reduction in our monthly recurring lease payments in the event of a partial loss of satellite capacity or complete failure of the satellite. Since the number of useable transponders on EchoStar XII depends on, among other things, whether EchoStar XII is operated in CONUS which provides service to the continental United States, 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. This satellite is currently not in service and serves as an in-orbit spare.

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 had 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 Consolidated Statements of Operations and Comprehensive Income (Loss) in the second quarter 2012 due to the termination of this license by the FCC.

Long-Term Debt

12 Months Ended

Dec. 31, 2013

Long-Term Debt

Long-Term Debt

7. Long-Term Debt

7% Senior Notes due 2013

During September 2013, we repurchased $49 million of our 7% Senior Notes due 2013 in open market transactions. On October 1, 2013, we redeemed the remaining $451 million principal balance of our 7% Senior Notes due 2013.

6 5/8% Senior Notes due 2014

The 6 5/8% Senior Notes mature October 1, 2014. Interest accrues at an annual rate of 6 5/8% and is payable semi-annually in cash, in arrears on April 1 and October 1 of each year.

The 6 5/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of their principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

The 6 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 6 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 indebtedness or enter into sale and leaseback transactions;

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

· make certain investments;

· create liens;

· 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 6 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.

7 3/4% Senior Notes due 2015

The 7 3/4% Senior Notes mature May 31, 2015. Interest accrues at an annual rate of 7 3/4% and is payable semi-annually in cash, in arrears on May 31 and November 30 of each year.

The 7 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

The 7 3/4% 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 7 3/4% 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 7 3/4% 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.

7 1/8% Senior Notes due 2016

The 7 1/8% Senior Notes mature February 1, 2016. Interest accrues at an annual rate of 7 1/8% and is payable semi-annually in cash, in arrears on February 1 and August 1 of each year.

The 7 1/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

The 7 1/8% 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 7 1/8% 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 7 1/8% 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% Senior Notes due 2017

On May 28, 2013, we issued $1.25 billion aggregate principal amount of our four-year, 5% Senior Notes due May 15, 2017 at an issue price of 100%. The net proceeds from the 5% Senior Notes due 2017 were placed into escrow to finance a portion of the cash consideration for DISH Network’s proposed merger with Sprint Corporation (“Sprint”). On June 21, 2013, DISH Network abandoned its efforts to acquire Sprint and, on June 24, 2013, we redeemed all of the 5% Senior Notes due 2017 at a redemption price equal to 100% of the aggregate principal amount of the 5% Senior Notes due 2017, plus accrued and unpaid interest.

During the second quarter 2013, we recorded $7 million in interest expense and deferred financing costs related to the issuance and redemption of our 5% Senior Notes due 2017 as “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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.

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.

4 1/4% Senior Notes due 2018

On April 5, 2013, we issued $1.2 billion aggregate principal amount of our five-year, 4 1/4% Senior Notes due April 1, 2018 at an issue price of 100%. Interest accrues at an annual rate of 4 1/4% and is payable semi-annually in cash in arrears on April 1 and October 1 of each year.

The 4 1/4% Senior Notes due 2018 are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to April 1, 2016, we may also redeem up to 35.0% of the 4 1/4% Senior Notes due 2018 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions.

The 4 1/4% Senior Notes due 2018 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 DISH DBS’ 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 1/4% Senior Notes due 2018 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 1/4% Senior Notes due 2018 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.

7 7/8% Senior Notes due 2019

The 7 7/8% Senior Notes mature September 1, 2019. Interest accrues at an annual rate of 7 7/8% and is payable semi-annually in cash, in arrears on March 1 and September 1 of each year.

The 7 7/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

The 7 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 DISH DBS’ and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.

The Indenture related to the 7 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 7 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.

5 1/8% Senior Notes due 2020

On April 5, 2013, we issued $1.1 billion aggregate principal amount of our seven-year, 5 1/8% Senior Notes due May 1, 2020 at an issue price of 100%. Interest accrues at an annual rate of 5 1/8% and is payable semi-annually in cash in arrears on May 1 and November 1 of each year.

The 5 1/8% Senior Notes due 2020 are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to May 1, 2016, we may also redeem up to 35.0% of the 5 1/8% Senior Notes due 2020 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions.

The 5 1/8% Senior Notes due 2020 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 DISH DBS’ 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 1/8% Senior Notes due 2020 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 1/8% Senior Notes due 2020 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.

6 3/4% Senior Notes due 2021

On May 5, 2011, we issued $2.0 billion aggregate principal amount of our ten-year, 6 3/4% Senior Notes due June 1, 2021 at an issue price of 99.093%. Interest accrues at an annual rate of 6 3/4% and is payable semi-annually in cash, in arrears on June 1 and December 1 of each year.

The 6 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to June 1, 2014, we may also redeem up to 35% of each of the 6 3/4% Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital contributions.

The 6 3/4% 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 DISH DBS’ and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.

The indenture related to the 6 3/4% 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 6 3/4% 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.

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 DISH DBS’ 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.

6 1/4% Senior Notes due 2023

On May 28, 2013, we issued $1.35 billion aggregate principal amount of our ten-year, 6 1/4% Senior Notes due May 15, 2023 at an issue price of 100%. The net proceeds from the 6 1/4% Senior Notes due 2023 were placed into escrow to finance a portion of the cash consideration for DISH Network’s proposed merger with Sprint. On June 21, 2013, DISH Network abandoned its efforts to acquire Sprint and, on June 24, 2013, we redeemed all of the 6 1/4% Senior Notes due 2023 at a redemption price equal to 101% of the aggregate principal amount of the 6 1/4% Senior Notes due 2023, plus accrued and unpaid interest.

During the second quarter 2013, we recorded $23 million in premiums, interest expense and deferred financing costs related to the issuance and redemption of our 6 1/4% Senior Notes due 2023 as “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

5 % Senior Notes due 2023

On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5 % Senior Notes due March 15, 2023 at an issue price of 100.0%. Interest accrues at an annual rate of 5 % and is payable semi-annually in cash, in arrears on March 15 and September 15 of each year.

The 5 % 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 March 15, 2016, we may also redeem up to 35.0% of each of the 5 % Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital contributions.

The 5 % 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 DISH DBS’ 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 % 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 % 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.

Interest on Long-Term Debt

		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
6 5/8% Senior Notes due 2014	April 1 and October 1	$	66,250
7 3/4% Senior Notes due 2015	May 31 and November 30	$	58,125
7 1/8% Senior Notes due 2016	February 1 and August 1	$	106,875
4 5/8% Senior Notes due 2017	January 15 and July 15	$	41,625
4 1/4% Senior Notes due 2018	April 1 and October 1	$	51,000
7 7/8% Senior Notes due 2019	March 1 and September 1	$	110,250
5 1/8% Senior Notes due 2020	May 1 and November 1	$	56,375
6 3/4% Senior Notes due 2021	June 1 and December 1	$	135,000
5 7/8% Senior Notes due 2022	January 15 and July 15	$	117,500
5% Senior Notes due 2023	March 15 and September 15	$	75,000

Our ability to meet our debt service requirements will depend on, among other factors, the successful execution of our business strategy, which is subject to uncertainties and contingencies beyond our control.

Fair Value of our Long-Term Debt

The following table summarizes the carrying and fair values of our debt facilities as of December 31, 2013 and 2012:

	As of December 31,
	2013				2012
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	—		—		500,000		521,875
6 5/8% Senior Notes due 2014 (2)	1,000,000		1,040,200		1,000,000		1,078,500
7 3/4% Senior Notes due 2015	750,000		813,750		750,000		844,725
7 1/8% Senior Notes due 2016	1,500,000		1,657,500		1,500,000		1,683,750
4 5/8% Senior Notes due 2017	900,000		946,962		900,000		940,500
4 1/4% Senior Notes due 2018	1,200,000		1,221,792		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,603,000		1,400,000		1,669,500
5 1/8% Senior Notes due 2020	1,100,000		1,104,950		—		—
6 3/4% Senior Notes due 2021	2,000,000		2,122,500		2,000,000		2,280,000
5 7/8% Senior Notes due 2022	2,000,000		1,997,500		2,000,000		2,150,000
5 % Senior Notes due 2023	1,500,000		1,458,090		1,500,000		1,548,750
Mortgages and other notes payable	59,313		59,313		65,427		65,427
Subtotal	13,409,313		$	14,025,557	11,615,427		$	12,783,027
Capital lease obligations (3)	219,902		NA		248,304		NA
Total long-term debt and capital
lease obligations (including current portion)	$	13,629,215			$	11,863,731

(1) During September 2013, we repurchased $49 million of our 7% Senior Notes due 2013 in open market transactions. On October 1, 2013, we redeemed the remaining $451 million principal balance of our 7% Senior Notes due 2013.

(2) Our 6 5/8% Senior Notes with an aggregate principal balance of $1.0 billion mature on October 1, 2014 and have been reclassified to “Current portion of long-term debt and capital lease obligations” on our Consolidated Balance Sheets as of December 31, 2013.

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

Other Long-Term Debt and Capital Lease Obligations

Other long-term debt and capital lease obligations consisted of the following:

	As of December 31,
	2013			2012
	(In thousands)
Satellites and other capital lease obligations	$	219,902		$	248,304
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13%	59,313			65,427
Total	279,215			313,731
Less current portion	(32,607		)	(34,787		)
Other long-term debt and capital lease obligations, net of current portion	$	246,608		$	278,944

Capital Lease Obligations

Anik F3. Anik F3, an FSS satellite, was launched and commenced commercial operation during April 2007. This satellite is accounted for as a capital lease and depreciated over the term of the satellite service agreement. We have leased 100% of the Ku-band capacity on Anik F3 for a period of 15 years.

Ciel II. Ciel II, a Canadian DBS satellite, was launched in December 2008 and commenced commercial operation during February 2009. This satellite is accounted for as a capital lease and depreciated over the term of the satellite service agreement. We have leased 100% of the capacity on Ciel II for an initial 10 year term.

As of December 31, 2013 and 2012, we had $500 million capitalized for the estimated fair value of satellites acquired under capital leases included in “Property and equipment, net,” with related accumulated depreciation of $236 million and $194 million, respectively. In our Consolidated Statements of Operations and Comprehensive Income (Loss), we recognized $43 million, $43 million and $43 million in depreciation expense on satellites acquired under capital lease agreements during the years ended December 31, 2013, 2012 and 2011, respectively.

Future minimum lease payments under the capital lease obligations, together with the present value of the net minimum lease payments as of December 31, 2013 are as follows (in thousands):

For the Years Ended December 31,
2014	$	77,944
2015	76,007
2016	76,007
2017	76,007
2018	75,982
Thereafter	162,331
Total minimum lease payments	544,278
Less: Amount representing lease of the orbital location and estimated executory costs (primarily insurance and maintenance) including profit thereon, included in total minimum lease payments	(254,832		)
Net minimum lease payments	289,446
Less: Amount representing interest	(69,544		)
Present value of net minimum lease payments	219,902
Less: Current portion	(26,829		)
Long-term portion of capital lease obligations	$	193,073

The summary of future maturities of our outstanding long-term debt as of December 31, 2013 is included in the commitments table in Note 11. In addition, see Note 16 for further discussion of our Subsequent Events.

Income Taxes and Accounting for Uncertainty in Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes and Accounting for Uncertainty in Income Taxes

8. Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes

Our income tax policy is to record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported on our Consolidated Balance Sheets, as well as probable operating loss, tax credit and other carryforwards. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that net deferred tax assets will not be realized. We periodically evaluate our need for a valuation allowance. Determining necessary valuation allowances requires us to make assessments about historical financial information as well as the timing of future events, including the probability of expected future taxable income and available tax planning opportunities.

As of December 31, 2013, we had no net operating loss carryforwards (“NOLs”) for federal income tax purposes and $5 million of NOL benefit for state income tax purposes. The state NOLs begin to expire in the year 2017. In addition, there are $11 million of tax benefits related to credit carryforwards which are partially offset by a valuation allowance. The credit carryforwards begin to expire in the year 2022.

DISH DBS and its domestic subsidiaries join with DISH Network in filing U.S. consolidated federal income tax returns and, in some states, combined or consolidated returns. The federal and state income tax provisions or benefits recorded by DISH DBS are generally those that would have been recorded if DISH DBS and its domestic subsidiaries had filed returns as a consolidated group independent of DISH Network. Cash is due and paid to DISH Network based on amounts that would be payable based on DISH DBS consolidated or combined group filings. Amounts are receivable from DISH Network on a basis similar to when they would be receivable from the IRS or other state taxing authorities. The amounts paid to DISH Network during the years ended December 31, 2013, 2012 and 2011 were $433 million, $273 million and $384 million, respectively.

The components of the (provision for) benefit from income taxes were as follows:

	For the Years Ended December 31,
	2013			2012			2011
	(In thousands)
Current (provision) benefit:
Federal	$	(361,662	)	$	(127,291	)	$	(277,920	)
State	(13,272		)	10,673			(36,408		)
Foreign	(13,316		)	—			—
	(388,250		)	(116,618		)	(314,328		)
Deferred (provision) benefit:
Federal	(65,955		)	(126,561		)	(553,393		)
State	(5,450		)	(42,747		)	(35,887		)
Decrease (increase) in valuation allowance	—			—			6,761
	(71,405		)	(169,308		)	(582,519		)
Total benefit (provision)	$	(459,655	)	$	(285,926	)	$	(896,847	)

The actual tax provisions for 2013, 2012 and 2011 reconcile to the amounts computed by applying the statutory Federal tax rate to income before taxes as follows:

	For the Years Ended December 31,
	2013		2012		2011
	% of pre-tax (income)/loss
Statutory rate	(35.0	)	(35.0	)	(35.0	)
State income taxes, net of Federal benefit	(1.0	)	(2.7	)	(2.0	)
Other	0.2		0.6		(0.3	)
Decrease (increase) in valuation allowance	—		—		0.3
Total benefit (provision) for income taxes	(35.8	)	(37.1	)	(37.0	)

The temporary differences, which give rise to deferred tax assets and liabilities as of December 31, 2013 and 2012, were as follows:

	As of December 31,
	2013			2012
	(In thousands)
Deferred tax assets:
NOL, credit and other carryforwards	$	10,645		$	9,565
Accrued expenses	48,416			75,996
Stock-based compensation	23,006			26,351
Deferred revenue	54,331			67,023
Total deferred tax assets	136,398			178,935
Valuation allowance	(7,469		)	(7,656		)
Deferred tax asset after valuation allowance	128,929			171,279

Deferred tax liabilities:
Depreciation and amortization	(1,272,014		)	(1,234,003		)
Unrealized gains on investments	(2,204		)	(773		)
Other liabilities	(36,629		)	(29,130		)
Total deferred tax liabilities	(1,310,847		)	(1,263,906		)
Net deferred tax asset (liability)	$	(1,181,918	)	$	(1,092,627	)

Current portion of net deferred tax asset	$	65,457		$	91,722
Noncurrent portion of net deferred tax asset (liability)	(1,247,375		)	(1,184,349		)
Total net deferred tax asset (liability)	$	(1,181,918	)	$	(1,092,627	)

Accounting for Uncertainty in Income Taxes

In addition to filing federal income tax returns, we and one or more of our subsidiaries file income tax returns in all states that impose an income tax and a small number of foreign jurisdictions where we have immaterial operations. We are subject to U.S. federal, state and local income tax examinations by tax authorities for the years beginning in 2002 due to the carryover of previously incurred net operating losses. We are currently under a federal income tax examination for fiscal years 2008 through 2012.

A reconciliation of the beginning and ending amount of unrecognized tax benefits included in “Long-term deferred revenue, distribution and carriage payments and other long-term liabilities” on our Consolidated Balance Sheets was as follows:

	For the Years Ended December 31,
Unrecognized tax benefit	2013			2012			2011
	(In thousands)
Balance as of beginning of period	$	185,669		$	190,935		$	170,226
Additions based on tax positions related to the current year	9,533			5,949			9,836
Reductions based on tax positions related to current years	—			—			(1,170		)
Additions based on tax positions related to prior years	66,307			1,581			16,610
Reductions based on tax positions related to prior years	—			(3,461		)	—
Reductions based on tax positions related to settlements with taxing authorities	(103,311		)	—			(1,185		)
Reductions based on tax positions related to the lapse of the statute of limitations	(12,314		)	(9,335		)	(3,382		)
Balance as of end of period	$	145,884		$	185,669		$	190,935

We have $146 million in unrecognized tax benefits that, if recognized, could favorably affect our effective tax rate. We do not expect any portion of this amount to be paid or settled within the next twelve months.

Accrued interest and penalties on uncertain tax positions are recorded as a component of “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss). During the years ended December 31, 2013 and 2012, we recorded $8 million and $6 million in interest and penalty expense to earnings, respectively. During the year ended December 31, 2011, we recorded $1 million in interest and penalty benefit to earnings. Accrued interest and penalties were $13 million and $15 million at December 31, 2013 and 2012, respectively. The above table excludes these amounts.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation

Stock-Based Compensation

10. 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 December 31, 2013, there were outstanding under these plans stock options to acquire 11.9 million shares of DISH Network’s Class A common stock and 1.9 million restricted stock units associated with our employees. Stock options granted on or prior to December 31, 2013 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 subscriber, operational and/or financial goals. As of December 31, 2013, DISH Network had 69.7 million shares of its Class A common stock available for future grant under its stock incentive plans.

During December 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 “2011 Stock Option Adjustment”). Except as noted below, all information discussed below reflects the 2011 Stock Option Adjustment.

On December 28, 2012, DISH Network paid a dividend in cash of $1.00 per share on its outstanding Class A and Class B common stock to shareholders of record on December 14, 2012. In light of such dividend, during January 2013, the exercise price of 12.9 million stock options, affecting approximately 400 of our employees, was reduced by $0.77 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. In connection with the Spin-off, each DISH Network stock award was converted into an adjusted DISH Network stock award and a new EchoStar stock award consistent with the Spin-off exchange ratio. 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 Consolidated Balance Sheets. As of March 31, 2013, we have recognized all of our stock-based compensation expense resulting from EchoStar stock awards outstanding at the Spin-off date held by our employees except for the 2005 LTIP performance awards, which were determined not to be probable as of December 31, 2013. See discussion of the 2005 LTIP below.

The following stock awards were outstanding:

	As of December 31, 2013
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	11,938,090	1,863,165	542,048	41,622

Exercise prices for DISH Network stock options outstanding and exercisable associated with our employees as of December 31, 2013 were as follows:

			Options Outstanding				Options Exercisable
			Number Outstanding as of December 31, 2013	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable as of December 31, 2013	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price
$ —	-	$ 10.00	1,514,885	3.79	$	6.33	1,411,885	3.68	$	6.33
$10.01	-	$ 15.00	138,286	5.49	$	12.16	23,085	5.28	$	12.75
$15.01	-	$ 20.00	3,860,300	4.12	$	17.37	426,700	2.75	$	17.72
$20.01	-	$ 25.00	1,560,312	4.06	$	21.47	893,412	2.62	$	21.34
$25.01	-	$ 30.00	2,238,007	7.09	$	27.80	1,200,907	6.64	$	27.71
$30.01	-	$ 35.00	437,800	6.95	$	32.04	88,300	5.29	$	31.82
$35.01	-	$ 40.00	2,159,500	9.03	$	36.64	7,000	9.01	$	36.40
$40.01	-	$ 45.00	10,000	4.50	$	42.52	10,000	4.50	$	42.52
$45.01	-	$ 50.00	19,000	9.36	$	45.68	—	—	$	—
$ —	-	$ 50.00	11,938,090	5.65	$	22.49	4,061,289	4.28	$	17.88

Stock Award Activity

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

	For the Years Ended December 31,
	2013				2012				2011
	Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	13,018,490		$	18.99	17,640,074		$	20.38	18,447,004		$	17.76
Granted	2,225,500		$	36.75	589,500		$	32.25	3,198,500		$	28.52
Exercised	(3,172,900	)	$	14.70	(4,406,888	)	$	18.51	(1,640,462	)	$	12.36
Forfeited and cancelled	(133,000	)	$	30.25	(804,196	)	$	20.34	(2,364,968	)	$	12.11
Total options outstanding, end of period	11,938,090		$	22.49	13,018,490		$	18.99	17,640,074		$	20.38
Performance based options outstanding, end of period (2)	6,468,500		$	24.92	6,400,700		$	18.71	8,022,975		$	18.89
Exercisable at end of period	4,061,289		$	17.88	4,310,489		$	17.92	6,387,798		$	21.73

(1) The beginning of period weighted-average exercise price for the year ended December 31, 2013 of $18.99 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2012. The beginning of period weighted-average exercise price for the year ended December 31, 2012 of $20.38 does not reflect the 2011 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, 2013 LTIP and Other Employee Performance Awards below.

We realized tax benefits from stock awards exercised as follows:

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	37,583	$	22,898	$	9,786

Based on the closing market price of DISH Network Class A common stock on December 31, 2013, the aggregate intrinsic value of stock options associated with our employees was as follows:

	As of December 31, 2013
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	422,987	$	162,600

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

	For the Years Ended December 31,
	2013				2012				2011
	Restricted Stock Awards		Weighted- Average Grant Date Fair Value		Restricted Stock Awards		Weighted- Average Grant Date Fair Value		Restricted Stock Awards		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,076,748		$	22.82	1,179,709		$	23.11	1,271,984		$	22.06
Granted	990,000		$	36.53	—		$	—	300,000		$	30.67
Vested	(135,250	)	$	29.19	(24,795	)	$	22.94	(14,705	)	$	11.09
Forfeited and cancelled	(68,333	)	$	32.91	(78,166	)	$	27.20	(377,570	)	$	26.23
Total restricted stock units outstanding, end of period	1,863,165		$	29.27	1,076,748		$	22.82	1,179,709		$	23.11
Restricted Performance Units outstanding, end of period (1)	1,863,165		$	29.27	1,076,748		$	22.82	1,179,709		$	23.11

(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, 2013 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 DISH Network 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 December 31, 2013, 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 DISH Network had determined that achievement of the goal was probable during the year ended December 31, 2013, 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 Consolidated Statements of Operations and Comprehensive Income (Loss), with the unvested portion recognized ratably over the remaining vesting period.

	2005 LTIP
	Total		Vested Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	32,251	$	31,124
EchoStar awards held by DISH DBS employees	5,575		5,497
Total	$	37,826	$	36,621

(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 provided stock options and restricted stock units, either alone or in combination, which vested based on DISH Network-specific subscriber and financial goals. As of June 30, 2013, 100% of the eligible 2008 LTIP awards had vested.

2013 LTIP. During 2013, DISH Network adopted a long-term, performance-based stock incentive plan (the “2013 LTIP”). The 2013 LTIP provides stock options and restricted stock units 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 September 30, 2022. Regardless of when achieved, no vesting will occur or payment will be made under the 2013 LTIP for any performance goals prior to March 31, 2014.

Although no awards vest until DISH Network attains the performance goals, compensation related to the 2013 LTIP will be recorded based on DISH Network’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 Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the goal.

During the third quarter 2013, DISH Network determined that 20% of the 2013 LTIP performance goals were probable of achievement. As a result, we recorded non cash, stock based compensation expense for the year ended December 31, 2013, 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/or 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 DISH Network’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 Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the goal. See the 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 years ended December 31, 2013, 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/or financial goals was not probable as of December 31, 2013, that assessment could change in the future.

The non-cash, stock-based compensation expense associated with these awards for our employees was as follows:

	For the Years Ended December 31,
Non-Cash, Stock-Based Compensation Expense Recognized	2013		2012		2011
	(In thousands)
2008 LTIP	$	2,719	$	9,025	$	18,944
2013 LTIP	8,137		—		—
Other employee performance awards	4,045		7,471		144
Total non-cash, stock-based compensation expense recognized for performance based awards	$	14,901	$	16,496	$	19,088

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2013 LTIP		Other Employee Performance Awards
	(In thousands)
Expense estimated to be recognized during 2014	$	5,460	$	432
Estimated contingent expense subsequent to 2014	52,311		38,817
Total estimated remaining expense over the term of the plan	$	57,771	$	39,249

Of the 11.9 million stock options and 1.9 million restricted stock units outstanding under the DISH Network stock incentive plans associated with our employees as of December 31, 2013, the following awards were outstanding pursuant to the performance based stock incentive plans:

	As of December 31, 2013
Performance Based Stock Options	Number of Awards	Weighted- Average Exercise Price
2005 LTIP	1,878,500	$	20.83
2013 LTIP	1,920,000	$	36.53
Other employee performance awards	2,670,000	$	19.46
Total	6,468,500	$	24.92

Restricted Performance Units
2005 LTIP		208,165
2013 LTIP		960,000
Other employee performance awards		695,000
Total		1,863,165

Stock-Based Compensation

During the years ended December 31, 2013 and 2012, we incurred an initial charge related to vested options of $4 million and $13 million, respectively, of additional non-cash, stock-based compensation expense in connection with the 2012 Stock Option Adjustment and the 2011 Stock Option Adjustment discussed previously. These amounts are included in the table below. Total non-cash, stock-based compensation expense for all of our employees is shown in the following table for the years ended December 31, 2013, 2012 and 2011 and was allocated to the same expense categories as the base compensation for such employees:

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Subscriber-related	$	1,947	$	1,607	$	1,914
General and administrative	27,700		36,966		29,249
Total non-cash, stock based compensation	$	29,647	$	38,573	$	31,163

As of December 31, 2013, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $12 million. This cost was based on an estimated future forfeiture rate of approximately 3.7% 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 granted for the years ended December 31, 2013, 2012 and 2011 was estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions:

	For the Years Ended December 31,
Stock Options	2013	2012	2011
Risk-free interest rate	0.91% - 2.66%	0.41% - 1.29%	0.36% - 3.18%
Volatility factor	32.37% - 39.87%	33.15% - 39.50%	31.74% - 45.56%
Expected term of options in years	5.6 - 10.0	3.1 - 5.9	3.6 - 10.0
Weighted-average fair value of options granted	$14.49 - $21.09	$ 6.72 - $13.79	$ 8.73 - $14.77

On December 28, 2012 and December 1, 2011, DISH Network paid a $1.00 and a $2.00 cash dividend per share on its outstanding Class A and Class B common stock, respectively. 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 was 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 these 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.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies

Commitments and Contingencies

11. Commitments and Contingencies

Commitments

As of December 31, 2013, future maturities of our long-term debt, capital lease and contractual obligations are summarized as follows:

	Payments due by period
	Total		2014		2015		2016		2017		2018		Thereafter
	(In thousands)
Long-term debt obligations	$	13,409,313	$	1,005,778	$	756,159	$	1,504,669	$	904,903	$	1,205,197	$	8,032,607
Capital lease obligations	219,902		26,829		27,372		30,058		32,994		36,175		66,474
Interest expense on long-term debt and capital lease obligations	4,718,745		838,801		741,005		655,467		599,028		528,620		1,355,824
Satellite-related obligations	1,717,153		250,741		230,225		230,138		225,464		225,246		555,339
Operating lease obligations	179,355		45,868		36,204		31,793		15,150		8,438		41,902
Purchase obligations	3,019,689		1,826,577		444,657		322,253		165,059		136,059		125,084
Total	$	23,264,157	$	3,994,594	$	2,235,622	$	2,774,378	$	1,942,598	$	2,139,735	$	10,177,230

In certain circumstances the dates on which we are obligated to make these payments could be delayed. These amounts will increase to the extent we procure insurance for our satellites or contract for the construction, launch or lease of additional satellites.

On February 20, 2014, we entered into agreements with EchoStar to implement a transaction pursuant to which, among other things: (i) on March 1, 2014, we transferred to EchoStar and Hughes Satellite Systems Corporation (“HSSC”), a wholly-owned subsidiary of EchoStar, five satellites (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV, including related in-orbit incentive obligations and interest payments of approximately $59 million) and approximately $11 million in cash in exchange for shares of a series of preferred tracking stock issued by EchoStar and shares of a series of preferred tracking stock issued by HSSC; and (ii) beginning on March 1, 2014, we lease back certain satellite capacity on these five satellites (collectively, the “Satellite and Tracking Stock Transaction”). The Satellite and Tracking Stock Transaction with EchoStar for EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV will result in operating lease obligations of $148 million due 2014, $175 million due 2015, $123 million due 2016, $102 million due 2017, $102 million due 2018 and $329 million due thereafter. These obligations are not included in the table above. The Satellite and Tracking Stock Transaction with EchoStar for EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV will also result in a reduction of our long-term debt obligations associated with our in-orbit incentive payments of $5 million due 2014, $5 million due 2015, $4 million due 2016, $4 million due 2017, $4 million due 2018 and $22 million due thereafter and a reduction in our interest expense associated with our in-orbit incentive payments of $3 million due 2014, $2 million due 2015, $2 million due 2016, $2 million due 2017, $1 million due 2018 and $5 million due thereafter. See Note 16 for further discussion of our Subsequent Events.

In addition, the table above does not include $146 million of liabilities associated with unrecognized tax benefits that were accrued, as discussed in Note 8, and are included on our Consolidated Balance Sheets as of December 31, 2013. We do not expect any portion of this amount to be paid or settled within the next twelve months.

Wireless Spectrum

On March 2, 2012, the FCC approved the transfer of 40 MHz of AWS-4 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. The total consideration to acquire the DBSD North America and TerreStar assets was approximately $2.860 billion.

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. On March 21, 2012, the FCC released a Notice of Proposed Rule Making proposing the elimination of the integrated service, spare satellite and various technical requirements associated with the AWS-4 licenses. On December 11, 2012, the FCC approved rules that eliminated these requirements and gave notice of its proposed modification of DISH Network’s AWS-4 authorizations to, among other things, allow DISH Network to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. On February 15, 2013, the FCC issued an order, which became effective on March 7, 2013, modifying its AWS-4 licenses to expand DISH Network’s terrestrial operating authority. That order imposed certain limitations on the use of a portion of this spectrum, including interference protections for other spectrum users and power and emission limits that DISH Network presently believes could render 5 MHz of its uplink spectrum (2000-2005 MHz) effectively unusable for terrestrial services and limit its ability to fully utilize the remaining 15 MHz of its uplink spectrum (2005-2020 MHz) for terrestrial services. These limitations could, among other things, impact the ongoing development of technical standards associated with DISH Network’s wireless business, and may have a material adverse effect on DISH Network’s ability to commercialize these licenses. That order also mandated certain interim and final build-out requirements for the licenses. By March 2017, DISH Network must provide terrestrial signal coverage and offer terrestrial service to at least 40% of the aggregate population represented by all of the areas covered by the licenses (the “AWS-4 Interim Build-Out Requirement”). By March 2020, DISH Network was required to provide terrestrial signal coverage and offer terrestrial service to at least 70% of the population in each area covered by an individual license (the “AWS-4 Final Build-Out Requirement”). On December 20, 2013, the FCC issued a further order that, among other things, extended the AWS-4 Final Build-Out Requirement by one year to March 2021 (the “Modified AWS-4 Final Build-Out Requirement”). If DISH Network fails to meet the AWS-4 Interim Build-Out Requirement, the Modified AWS-4 Final Build-Out Requirement may be accelerated by one year, from March 2021 to March 2020. If DISH Network fails to meet the Modified AWS-4 Final Build-Out Requirement, its terrestrial authorization for each license area in which it fails to meet the requirement may terminate.

The FCC’s December 20, 2013 order also conditionally waived certain FCC rules for DISH Network’s AWS-4 spectrum licenses to allow DISH Network to repurpose 20 MHz of its uplink spectrum (2000-2020 MHz) for downlink (the “AWS-4 Downlink Waiver”). The AWS-4 Downlink Waiver and the Modified AWS-4 Final Build-Out Requirement were conditioned upon DISH Network bidding at least a net clearing price equal to the aggregate reserve price of $1.564 billion in the auction of wireless spectrum known as the “H Block.” If DISH Network failed to meet this bidding condition, or if DISH Network fails to notify the FCC whether it intends to use its uplink spectrum for downlink by June 20, 2016, the AWS-4 Downlink Waiver will terminate, and the Modified AWS-4 Final Build-Out Requirement will revert back to the AWS-4 Final Build-Out Requirement. The H Block auction commenced January 22, 2014 and concluded on February 27, 2014. DISH Network was the winning bidder of all 176 H Block wireless spectrum licenses in the H Block auction with an aggregate bid of $1.564 billion, and, on March 14, 2014, DISH Network filed an application with the FCC to acquire these H Block spectrum licenses. The FCC has not issued any of the H Block spectrum licenses to DISH Network, as such issuance depends upon, among other things, the FCC’s review and approval of DISH Network’s application. DISH Network cannot predict the timing or the outcome of the FCC’s review of its application. On December 17, 2013, DISH Network paid approximately $328 million to the FCC as a deposit for the H Block auction. The remaining balance of DISH Network’s winning bid of approximately $1.236 billion for the H Block spectrum licenses is due March 28, 2014. In the event the FCC ultimately issues the H Block licenses to DISH Network, the FCC will also require that DISH Network pay approximately $13 million to UTAM, Inc. for clearance costs associated with the lower H Block spectrum and approximately $95 million to Sprint for clearance costs associated with the upper H Block spectrum within 30 days of the issuance of the H Block licenses. The H Block spectrum licenses are subject to certain interim and final build-out requirements. Within four years after the FCC issues the H Block spectrum licenses, the licensee must provide reliable signal coverage and offer service to at least 40% of the population in each area covered by an individual H Block spectrum license (the “H Block Interim Build-Out Requirement”). Within ten years after the FCC issues the H Block spectrum licenses, the licensee must provide reliable signal coverage and offer service to at least 75% of the population in each area covered by an individual H Block spectrum license (the “H Block Final Build-Out Requirement”). If the licensee fails to meet the H Block Interim Build-Out Requirement, the H Block license term and the H Block Final Build-Out Requirement may be accelerated by two years (from ten years to eight years) for each H Block license area in which it fails to meet the requirement. If the licensee fails to meet the H Block Final Build-Out Requirement, its authorization for each H Block spectrum license area in which it fails to meet the requirement may terminate. The FCC has adopted rules for the H Block spectrum band that is adjacent to DISH Network’s AWS-4 spectrum licenses. Depending on the outcome of the standard-setting process for the H Block and DISH Network’s ultimate decision regarding the AWS-4 Downlink Waiver, the rules that the FCC adopted for the H Block could further impact the remaining 15 MHz of DISH Network’s uplink spectrum (2005-2020 MHz), which may have a material adverse effect on DISH Network’s ability to commercialize the AWS-4 licenses.

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. At the time they were granted, these licenses were subject to certain interim and final build-out requirements. By June 2013, DISH Network was required to provide signal coverage and offer service to at least 35% of the geographic area in each area covered by each individual license (the “700 MHz Interim Build-Out Requirement”). By June 2019, DISH Network was required to provide signal coverage and offer service to at least 70% of the geographic area in each area covered by each individual license (the “700 MHz Final Build-Out Requirement”). As discussed below, these requirements have since been modified by the FCC.

On September 9, 2013, DISH Network filed a letter with the FCC in support of a voluntary industry solution to resolve certain interoperability issues affecting the lower 700 MHz spectrum band (the “Interoperability Solution”). On October 29, 2013, the FCC issued an order approving the Interoperability Solution (the “Interoperability Solution Order”), which requires DISH Network to reduce power emissions on its 700 MHz licenses. As part of the Interoperability Solution Order, the FCC, among other things, approved DISH Network’s request to modify the 700 MHz Interim Build-Out Requirement so that by March 2017 (rather than the previous deadline of June 2013), DISH Network must provide signal coverage and offer service to at least 40% of its total E Block population (the “Modified 700 MHz Interim Build-Out Requirement”). The FCC also approved DISH Network’s request to modify the 700 MHz Final Build-Out Requirement so that by March 2021 (rather than the previous deadline of June 2019), DISH Network must provide signal coverage and offer service to at least 70% of the population in each of its E Block license areas (the “Modified 700 MHz Final Build-Out Requirement”). These requirements replaced the previous build-out requirements associated with DISH Network’s 700 MHz licenses. While the modifications to DISH Network’s 700 MHz licenses would provide DISH Network additional time to complete the build-out requirements, the reduction in power emissions could have an adverse impact on DISH Network’s ability to fully utilize DISH Network’s 700 MHz licenses. If DISH Network fails to meet the Modified 700 MHz Interim Build-Out Requirement, the Modified 700 MHz Final Build-Out Requirement may be accelerated by one year, from March 2021 to March 2020, and DISH Network could face the reduction of license area(s). If DISH Network fails to meet the Modified 700 MHz Final Build-Out Requirement, DISH Network’s authorization may terminate for the geographic portion of each license in which DISH Network is not providing service.

DISH Network will need to make significant additional investments or partner with others 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 the acquired licenses. Depending on the nature and scope of such commercialization, build-out, and integration efforts, any such investment or partnership could vary significantly. We have made cash distributions to DISH Network to finance the acquisition of these licenses and may make additional cash distributions to, among other things, finance the acquisition of additional licenses and the commercialization and build-out requirements of acquired licenses and DISH Network’s integration efforts including compliance with regulations applicable to acquired licenses. We expect to pay a dividend of approximately $650 million to DOC in connection with, among other things, the funding of certain payments by DISH Network related to its winning bid for all 176 H Block wireless spectrum licenses in the H Block auction. 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 licenses or that DISH Network will be able to profitably deploy the assets represented by these spectrum licenses.

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 $50 million over approximately the next 14 months.

During the third quarter 2009, EchoStar entered into a new satellite transponder service agreement for Nimiq 5 through 2024. We sublease this capacity from EchoStar and DISH Network guarantees a certain portion of EchoStar’s obligation under its satellite transponder service agreement through 2019. As of December 31, 2013, the remaining obligation of the DISH Network guarantee was $375 million.

As of December 31, 2013, we have not recorded a liability on the balance sheet for any of these guarantees.

Purchase Obligations

Our 2014 purchase obligations primarily consist of binding purchase orders for receiver systems and related equipment, digital broadcast operations, engineering services and products and services related to the operation of our DISH branded pay-TV service. Our purchase obligations also include certain fixed contractual commitments to purchase programming content. Our purchase obligations can fluctuate significantly from period to period due to, among other things, management’s control of inventory levels, and can materially impact our future operating asset and liability balances, and our future working capital requirements.

Programming Contracts

In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. These programming commitments are not included in the “Commitments” table above. The terms of our contracts typically range from one to ten years with annual rate increases. Our programming expenses will continue to increase to the extent we are successful in growing our Pay-TV subscriber base. In addition, our margins may face further downward pressure from price increases and the renewal of long-term pay-TV programming contracts on less favorable pricing terms.

Rent Expense

Total rent expense for operating leases was $303 million, $252 million and $267 million in 2013, 2012 and 2011, respectively.

Patents and Intellectual Property

Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services that we offer or that we may offer in the future. We may not be aware of all intellectual property rights that our products or services may potentially infringe. Damages in patent infringement cases can be substantial, and in certain circumstances can be trebled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to patents held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to components within our direct broadcast satellite system. We cannot be certain that these persons do not own the rights they claim, that our products do not infringe on these rights, and/or that these rights are not valid. Further, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products to avoid infringement.

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. On August 29, 2013, c4cast.com, Inc. dismissed the action with prejudice, pursuant to a settlement under which DISH Network made an immaterial payment in exchange for a license to DISH Network and EchoStar of certain patents and patent applications.

California Institute of Technology

On October 1, 2013, the California Institute of Technology (“Caltech”) filed complaints against DISH Network and its wholly-owned subsidiaries DISH Network L.L.C. and dishNET Satellite Broadband L.L.C., as well as Hughes Communications, Inc. and Hughes Network Systems, LLC, which are wholly-owned subsidiaries of EchoStar, in the United States District Court for the Central District of California. The complaint alleges infringement of United States Patent Nos. 7,116,710 (the “710 patent”), 7,421,032 (the “032 patent”), 7,916,781 (the “781 patent”) and 8,284,833 (the “833 patent”), each of which is entitled “Serial Concatenation of Interleaved Convolutional Codes forming Turbo-Like Codes.” Caltech alleges that encoding data as specified by the DVB-S2 standard infringes each of the asserted patents. In the operative Amended Complaint, served on March 6, 2014, Caltech claims that our Hopper set-top box, as well as the Hughes defendants’ satellite broadband products and services, infringe the asserted patents by implementing the DVB-S2 standard.

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.

ClearPlay, Inc.

On March 13, 2014, ClearPlay, Inc. (“ClearPlay”) filed a complaint against DISH Network, our wholly-owned subsidiary DISH Network L.L.C., EchoStar, and its wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Utah. The complaint alleges infringement of United States Patent Nos. 6,898,799 (the “799 patent”), entitled “Multimedia Content Navigation and Playback”; 7,526,784, entitled “Delivery of Navigation Data for Playback of Audio and Video Content” (the “784 patent”); 7,543,318, entitled “Delivery of Navigation Data for Playback of Audio and Video Content” (the “318 patent”); 7,577,970, entitled “Multimedia Content Navigation and Playback” (the “970 patent”); and 8,117,282, entitled “Media Player Configured to Receive Playback Filters From Alternative Storage Mediums” (the “282 patent”). ClearPlay alleges that the AutoHop feature in our Hopper set-top box infringes the asserted patents.

CRFD Research, Inc. (a subsidiary of Marathon Patent Group, Inc.)

On January 17, 2014, CRFD Research, Inc. (“CRFD”) filed a complaint against us, our wholly-owned subsidiary DISH Network L.L.C., DISH Network, EchoStar, and its wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Delaware, alleging infringement of United States Patent No. 7,191,233 (the “233 patent”). The 233 patent is entitled “System for Automated, Mid-Session, User-Directed, Device-to-Device Session Transfer System,” and relates to transferring an ongoing software session from one device to another. CRFD alleges that our Hopper and Joey set-top boxes infringe the 233 patent. On the same day, CRFD filed similar complaints against AT&T Inc., Comcast Corp., DirecTV, Time Warner Cable Inc., Cox Communications, Inc., Level 3 Communications, Inc., Akamai Technologies, Inc., Cablevision Systems Corp. and Limelight Networks, Inc. CRFD is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

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

Custom Media Technologies LLC

On August 15, 2013, Custom Media Technologies LLC (“Custom Media”) filed complaints against DISH Network, AT&T Inc., Charter Communications, Inc., Comcast Corp., Cox Communications, Inc., DirecTV, Time Warner Cable Inc. and Verizon Communications, Inc., in the United States District Court for the District of Delaware, alleging infringement of United States Patent No. 6,269,275 (the “275 patent”). The 275 patent, which is entitled “Method and System for Customizing and Distributing Presentations for User Sites,” relates to the provision of customized presentations to viewers over a network, such as “a cable television network, an Internet or other computer network, a broadcast television network, and/or a satellite system.” Custom Media is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

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. On January 24, 2013, Cyberfone Systems, LLC voluntarily dismissed the action against us and the EchoStar entities without prejudice.

Do Not Call Litigation

On March 25, 2009, our wholly-owned subsidiary DISH Network L.L.C. was sued in a civil action by the United States Attorney General and several states in the United States District Court for the Central District of Illinois, alleging violations of the Telephone Consumer Protection Act and Telephone Sales Rules, as well as analogous state statutes and state consumer protection laws. The plaintiffs allege that we, directly and through certain independent third-party retailers and their affiliates, committed certain telemarketing violations. On December 23, 2013, the plaintiffs filed a motion for summary judgment, which indicated for the first time that the state plaintiffs are seeking civil penalties and damages of approximately $270 million and that the federal plaintiff is seeking an unspecified amount of civil penalties (which could substantially exceed the civil penalties and damages being sought by the state plaintiffs). The plaintiffs are also seeking injunctive relief that if granted would, among other things, enjoin DISH Network L.L.C., whether acting directly or indirectly through authorized telemarketers or independent third-party retailers, from placing any outbound telemarketing calls to market or promote its goods or services for five years, and enjoin DISH Network L.L.C. from accepting activations or sales from certain existing independent third-party retailers and from certain new independent third-party retailers, except under certain circumstances. We have also filed a motion for summary judgment, seeking dismissal of all claims.

We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Dragon Intellectual Property, LLC

On December 20, 2013, Dragon Intellectual Property, LLC (“Dragon IP”) filed complaints against our wholly-owned subsidiary DISH Network L.L.C., as well as Apple Inc., AT&T, Inc., Charter Communications, Inc., Comcast Corp., Cox Communications, Inc., DirecTV, Sirius XM Radio Inc., Time Warner Cable Inc. and Verizon Communications, Inc., in the United States District Court for the District of Delaware, alleging infringement of United States Patent No. 5,930,444 (the “444 patent”), which is entitled “Simultaneous Recording and Playback Apparatus.” Dragon IP alleges that various of our DVR receivers infringe the 444 patent. Dragon IP is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

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 HD feeds of the Disney Channel, ESPN News, Toon and ABC Family. In October 2011, the jury returned a verdict in favor of the defendants, which the New York State Supreme Court, Appellate Division, First Department (the “First Department”) affirmed on April 2, 2013. We sought leave to further appeal, which the New York Court of Appeals denied on August 27, 2013 on jurisdictional grounds. On September 19, 2013, we appealed the trial court’s final judgment to the First Department. On March 6, 2014, pursuant to a settlement and release agreement between the parties, we dismissed our appeal.

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 was disputed. On December 29, 2010, the First Department affirmed the partial grant of ESPN’s motion for summary judgment 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 ruled that we owe the full amount of approximately $66 million under the applicable affiliation agreements. As of December 31, 2010, we had $42 million recorded as a “Litigation accrual” on our 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, we recorded $24 million of “Litigation Expense” on our Consolidated Statements of Operations and Comprehensive Income (Loss) during 2011. 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, 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 December 31, 2012. During the first quarter 2013, we paid $71 million to ESPN related to the counterclaim and attorneys’ fees and $12 million for accrued interest. As a result of the parties’ settlement and release, no further appeals are possible, and this matter is now concluded.

Garnet Digital, LLC

On September 9, 2013, Garnet Digital, LLC (“Garnet Digital”) filed a complaint against DISH Network and 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. 5,379,421 (the “421 patent”), which is entitled “Interactive Terminal for the Access of Remote Database Information.” The 421 patent relates to methods for accessing information from a remote computerized database and related devices. On the same day, Garnet Digital filed similar complaints in the same court against 15 other defendants, including AT&T Inc., Comcast Corp., DirecTV, TiVo, Inc., and Verizon Communications, Inc. Garnet Digital is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

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, 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 of our Hopper set-top box. A consumer can use the PrimeTime Anytime feature, 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. A consumer can use the AutoHop feature, 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 placeshifting 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, 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.

As a result of certain parties’ competing venue-related motions brought in both the New York and California actions, and certain networks’ filing various counterclaims and amended complaints, the claims have proceeded in the following venues: (1) the copyright and contract claims regarding the ABC and CBS parties in New York; and (2) the copyright and contract claims regarding the Fox and NBC parties in California.

California Actions

The NBC plaintiffs and Fox plaintiffs filed amended complaints in their respective California actions adding copyright claims against EchoStar and EchoStar Technologies L.L.C. (“EchoStar Technologies”), a wholly-owned subsidiary of EchoStar. In addition, the Fox plaintiffs’ amended complaint added claims challenging the Hopper Transfers™ feature of our second-generation Hopper set-top box.

On November 7, 2012, the California court denied the Fox plaintiffs’ motion for a preliminary injunction to enjoin the Hopper set-top box’s PrimeTime Anytime and AutoHop features, and the Fox plaintiffs appealed. On March 27, 2013, at the request of the parties, the Central District of California granted a stay of all proceedings in the action brought by the NBC plaintiffs, pending resolution of the appeal by the Fox plaintiffs. On July 24, 2013, the United States Court of Appeals for the Ninth Circuit affirmed the denial of the Fox plaintiffs’ motion for a preliminary injunction as to the PrimeTime Anytime and AutoHop features. On August 7, 2013, the Fox plaintiffs filed a petition for rehearing and rehearing en banc, which was denied on January 24, 2014.

In addition, on February 21, 2013, the Fox plaintiffs filed a second motion for preliminary injunction against: (i) us seeking to enjoin the Hopper Transfers feature in our second-generation Hopper set-top box, alleging breach of their retransmission consent agreement; and (ii) us and EchoStar Technologies seeking to enjoin the Sling placeshifting functionality in our second-generation Hopper set-top box, alleging copyright infringement and breach of their retransmission consent agreement. On September 23, 2013, the California court denied the Fox plaintiffs’ motion and on October 22, 2013, the Fox plaintiffs filed a notice of appeal. The Fox claims are set for trial on January 13, 2015.

New York Actions

Both the ABC and CBS parties filed counterclaims in the New York action adding copyright claims against EchoStar Technologies, and the CBS parties have filed a counterclaim alleging that we fraudulently concealed the AutoHop feature when negotiating renewal of our CBS retransmission consent agreement. On November 23, 2012, the ABC plaintiffs filed a motion for a preliminary injunction to enjoin the Hopper set-top box’s PrimeTime Anytime and AutoHop features. On September 18, 2013, the New York court denied that motion. The ABC plaintiffs appealed, and oral argument on the appeal was heard on February 20, 2014 before the United States Court of Appeals for the Second Circuit. Pursuant to a settlement between us and the ABC parties, on March 4, 2014, the ABC parties withdrew their appeal to the United States Court of Appeals for the Second Circuit, and, on March 6, 2014, we and the ABC parties dismissed without prejudice all of our respective claims pending in the United States District Court for the Southern District of New York. The CBS claims in the New York action are set to be trial-ready on April 17, 2015.

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, or are in breach of any of the retransmission consent agreements, 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.

Lightsquared/Harbinger Capital Partners LLC (LightSquared Bankruptcy)

As previously disclosed in our public filings, L-Band Acquisition, LLC (“LBAC”), DISH Network’s wholly-owned subsidiary, entered into a Plan Support Agreement (the “PSA”) with certain senior secured lenders to LightSquared LP (the “LightSquared LP Lenders”) on July 23, 2013, which contemplated the purchase by LBAC of substantially all of the assets of LightSquared LP and certain of its subsidiaries (the “LBAC Bid”) that are debtors and debtors in possession in the LightSquared bankruptcy cases pending in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which cases are jointly administered under the caption In re LightSquared Inc., et. al., Case No. 12 12080 (SCC).

Pursuant to the PSA, LBAC was entitled to terminate the PSA in certain circumstances, certain of which required three business days’ written notice, including, without limitation, in the event that certain milestones specified in the PSA were not met. On January 7, 2014, LBAC delivered written notice of termination of the PSA to the LightSquared LP Lenders. As a result, the PSA terminated effective on January 10, 2014, and the LBAC Bid was withdrawn.

On August 6, 2013, Harbinger Capital Partners LLC and other affiliates of Harbinger (collectively, “Harbinger”), a shareholder of LightSquared Inc., filed an adversary proceeding against DISH Network, LBAC, EchoStar, Charles W. Ergen (our Chairman), SP Special Opportunities, LLC (“SPSO”) (an entity controlled by Mr. Ergen), and certain other parties, in the Bankruptcy Court. Harbinger alleged, among other things, claims based on fraud, unfair competition, civil conspiracy and tortious interference with prospective economic advantage related to certain purchases of LightSquared secured debt by SPSO. Subsequently, LightSquared intervened to join in certain claims alleged against certain defendants other than DISH Network, LBAC and EchoStar.

On October 29, 2013, the Bankruptcy Court dismissed all of the claims against LBAC and DISH Network in Harbinger’s complaint in their entirety, but granted leave for LightSquared to file its own complaint in intervention. On November 15, 2013, LightSquared filed its complaint, which included various claims against DISH Network, EchoStar, Mr. Ergen and SPSO. On December 2, 2013, Harbinger filed an amended complaint, asserting various claims against SPSO. On December 12, 2013, the Bankruptcy Court dismissed several of the claims asserted by LightSquared and Harbinger. The surviving claims include, among others, LightSquared’s claims against SPSO for declaratory relief, breach of contract and statutory disallowance; LightSquared’s tortious interference claim against DISH Network, EchoStar and Mr. Ergen; and Harbinger’s claim against SPSO for equitable disallowance. These claims proceeded to a non-jury trial on January 9, 2014, which concluded on January 17, 2014. The parties submitted post-trial briefs and a hearing for closing arguments occurred on March 17, 2014.

DISH Network and LBAC intend to vigorously defend this proceeding and cannot predict with any degree of certainty the outcome of this proceeding or determine the extent of any potential liability or damages.

LightSquared Transaction Shareholder Derivative Actions

On August 9, 2013, a purported shareholder of DISH Network, Jacksonville Police and Fire Pension Fund (“Jacksonville PFPF”), filed a putative shareholder derivative action in the District Court for Clark County, Nevada alleging, among other things, breach of fiduciary duty claims against the members of DISH Network’s Board of Directors as of that date: Charles W. Ergen; Joseph P. Clayton; James DeFranco; Cantey M. Ergen; Steven R. Goodbarn; David K. Moskowitz; Tom A. Ortolf; and Carl E. Vogel (collectively, the “Director Defendants”). In its operative amended complaint, Jacksonville PFPF claims that Mr. Ergen breached his fiduciary duty to DISH Network in connection with certain purchases of LightSquared debt by SPSO, an entity controlled by Mr. Ergen, and that the other Director Defendants aided and abetted that alleged breach of duty. The Jacksonville PFPF claims allege that (1) the debt purchases created an impermissible conflict of interest and (2) put at risk the LBAC Bid, which as noted above has been withdrawn. Jacksonville PFPF further claims that most members of DISH Network’s Board of Directors are beholden to Mr. Ergen to an extent that prevents them from discharging their duties in connection with DISH Network’s participation in the LightSquared bankruptcy auction process. Jacksonville PFPF is seeking an unspecified amount of damages. Jacksonville PFPF dismissed its claims against Mr. Goodbarn on October 8, 2013.

Jacksonville PFPF sought a preliminary injunction that would enjoin Mr. Ergen and all of the Director Defendants other than Mr. Goodbarn from influencing DISH Network’s efforts to acquire certain assets of LightSquared in the bankruptcy proceeding. On November 27, 2013, the Court denied that request but granted narrower relief enjoining Mr. Ergen and anyone acting on his behalf from participating in negotiations related to one aspect of the LBAC Bid, which as noted above has been withdrawn.

Five alleged shareholders have filed substantially similar putative derivative complaints in state and federal courts alleging the same or substantially similar claims. On September 18, 2013, DCM Multi-Manager Fund, LLC filed a duplicative putative derivative complaint in the District Court for Clark County, Nevada, which was consolidated with the Jacksonville PFPF action on October 9, 2013. Between September 25, 2013 and October 2, 2013, City of Daytona Beach Police Officers and Firefighters Retirement System, Louisiana Municipal Police Employees’ Retirement System and Iron Worker Mid-South Pension Fund filed duplicative putative derivative complaints in the United States District Court for the District of Colorado. Also on October 2, 2013, Iron Workers District Council (Philadelphia and Vicinity) Retirement and Pension Plan filed its complaint in the United States District Court for the District of Nevada. None of the plaintiffs in these actions is seeking a preliminary injunction.

On October 11, 2013, Iron Worker Mid-South Pension Fund dismissed its claims without prejudice. On October 30, 2013, Louisiana Municipal Police Employees’ Retirement System dismissed its claims without prejudice and, on January 2, 2014, filed a new complaint in the District Court for Clark County, Nevada. On December 13, 2013, City of Daytona Beach Police Officers and Firefighters Retirement System voluntarily dismissed its claims without prejudice. The United States District Court for the District of Nevada has stayed the action by Iron Workers District Council (Philadelphia and Vicinity) Retirement and Pension Plan until April 16, 2014.

DISH Network’s Board of Directors has established a Special Litigation Committee to review the factual allegations and legal claims in these actions. DISH Network 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, LLC

On September 15, 2011, Norman IP Holdings, LLC (“Norman”) filed a patent infringement complaint (the “2011 Action”) against Lexmark International Corporation (“Lexmark”) and Brother International Corporation (“Brother”), in the United States District Court for the Eastern District of Texas, alleging infringement of United States Patent Nos. 5,592,555 (the “555 patent”), 5,530,597 (the “597 patent”) and 5,502,689 (the “689 patent”) by Lexmark, and infringement of the 555 patent and the 689 patent by Brother. On January 27, 2012, Norman filed a second amended complaint in the 2011 Action that added DISH Network as a defendant, among others, in which it asserted the 555 patent and the 689 patent against us. On September 21, 2012, Norman served us with preliminary infringement contentions related to the 555 patent and the 689 patent, as well as the 597 patent, which outlined Norman’s claims with respect to certain DISH products. On February 8, 2013, Norman filed a third amended complaint in the 2011 Action, in which it added claims against us alleging infringement of the 597 patent. On April 8, 2013, Norman filed a fourth amended complaint in the 2011 Action, in which it added new claims against us alleging infringement of additional DISH products. On May 1, 2013, Norman filed a fifth amended complaint in the 2011 Action, in which it named Mercedes-Benz USA, LLC, Volkswagen Group of America, Inc., Xerox Corporation, ZTE (USA) Inc., and ZTE Solutions, Inc. as defendants, in addition to us. On July 9, 2013, the Court ordered Norman to file a new sixth amended complaint limiting Norman’s claims against us to those specifically referenced in its September 21, 2012 preliminary infringement contentions. As a result, on July 10, 2013, Norman filed a sixth amended complaint in the 2011 Action, in which it asserted claims against our wholly-owned subsidiary DISH Network L.L.C. replacing DISH Network as defendant, alleging that the use of certain Broadcom chipsets in DISH DVR systems infringes the 689 patent. In addition, Norman withdrew all infringement claims against us regarding the 555 patent and the 597 patent. On July 12, 2013, we filed a motion to dismiss the 2011 Action, because Norman failed to comply with the Court’s July 9, 2013 order.

In addition, on May 10, 2013, Norman filed a separate patent infringement complaint (the “2013 Action”) against us in the United States District Court for the Eastern District of Texas, asserting infringement of the 555, 597 and 689 patents, as well as United States Patent Nos. 5,608,873 (the “873 patent”) and 5,771,394 (the “394 patent”). The infringement claims asserted in the 2013 Action relate to different DISH products than Norman identified in the 2011 Action. On June 26, 2013, we filed a motion to dismiss the 2013 Action, because Norman failed to join necessary parties. Our motion to dismiss is pending, and no trial date has been set for the 2013 Action.

On October 18, 2013, the parties stipulated that Norman will dismiss all of its claims against DISH Network L.L.C. in the 2011 Action, and re-assert them in the 2013 Action.

The 689 patent relates to a clock generator capable of shut-down mode and clock generation method, the 555 patent relates to a wireless communications privacy method and system, the 597 patent relates to an interrupt enable circuit that allows devices to exit processes without using a hardware reset, the 873 patent relates to a device and method for providing inter-processor communication in a multi-processor architecture, and the 394 patent relates to a servo loop control apparatus having a master microprocessor and at least one autonomous streamlined signal processor. Norman is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

We intend to vigorously defend these cases. 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 cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages.

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 United States Patent and Trademark Office. On March 12, 2013, Olympic voluntarily dismissed its claims against us without prejudice.

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 DISH Network and EchoStar 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. No trial date is currently set.

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 cause 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.

Pragmatus Telecom, LLC

On December 5, 2012, Pragmatus Telecom, LLC (“Pragmatus”) filed a patent infringement lawsuit against DISH Network in the United States District Court for the District of Delaware, alleging infringement of United States Patent Nos. 6,311,231, 6,668,286, and 7,159,043. Pragmatus alleges that the click-to-chat and click-to-call customer support features of the DISH website and call center management systems infringe these patents. Pragmatus has brought similar complaints against more than 40 other companies, including Comcast Corporation, AT&T Inc., Sprint Spectrum LP dba Sprint PCS, Frontier Communications Corp., Bright House Networks L.L.C., United Parcel Services Inc., FedEx Corporation, General Motors Company and Ford Motor Company. Pragmatus is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On March 5, 2013, Pragmatus voluntarily dismissed with prejudice all claims in the action relating to allegedly infringing features provided by certain of our vendors. Pragmatus also voluntarily dismissed without prejudice all remaining claims in the action.

Premier International Associates, LLC

On August 3, 2012, Premier International Associates, LLC (“Premier International”) 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 is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On March 27, 2013, Premier International dismissed the action against us and the EchoStar entities with prejudice, pursuant to a settlement under which we and the EchoStar entities made an immaterial payment in exchange for a license to certain patents and patent applications.

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 Seventh Amended Complaint, filed on March 22, 2013, Preservation Technologies also names Netflix, Inc., Hulu, LLC, AT&T Services, Inc., Cox Communications, Inc., Disney Online, American Broadcasting Companies, Inc., Yahoo! Inc., Wal-Mart Stores, Inc., Vudu, Inc. and ESPN Internet Ventures as defendants. Preservation Technologies alleges that the BLOCKBUSTER On Demand, DISH branded pay-TV and DISH Online services and our Hopper and Joey set-top boxes infringe United States 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 originally alleged 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, of which all are expired and two are subject to granted reexamination proceedings before the United States Patent and Trademark Office.

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 United States Patent and Trademark Office.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause 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.

TQP Development, LLC

On April 4, 2012, TQP Development, LLC (“TQP”) 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, which is entitled “Encrypted Data Transmission System Employing Means for Randomly Altering the Encryption Keys.” TQP is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On August 9, 2013, all claims in the action were dismissed with prejudice.

Voom HD Holdings

In January 2008, Voom HD Holdings LLC (“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 a confidential settlement agreement and release (the “Voom Settlement Agreement”) with Voom and CSC Holdings, LLC (“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 multichannel video distribution and data service licenses (the “MVDDS Licenses”) to us. 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 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. The resulting liability was recorded on our Consolidated Balance Sheets as “Accrued Programming” and is being amortized as contra “Subscriber-related expenses” on a straight-line basis over the term of the agreement. Evaluating all potential uses for the MVDDS Licenses, we assessed their fair value at $24 million and recorded these on our Consolidated Balance Sheets as “FCC Authorizations.” The fair value of the Voom Settlement Agreement was assessed at $730 million and was recorded as “Litigation expense” on our Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2012.

Waste Disposal Inquiry

The California Attorney General and the Alameda County (California) District Attorney are investigating whether certain of our waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. We expect that these entities will seek injunctive and monetary relief. The investigation appears to be part of a broader effort to investigate waste handling and disposal processes of a number of industries. While we are unable to predict the outcome of this investigation, we do not believe that the outcome will have a material effect on our results of operations, financial condition or cash flows.

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 condition, 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.

Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions

Related Party Transactions

15. 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.

On October 1, 2012, we made a distribution to DOC of the assets and liabilities associated with the satellite broadband business with a fair value of $66 million. This distribution resulted in a reduction in our historical net assets of $9 million and a deemed dividend of $57 million.

On December 2, 2012, the board of directors of DISH Network declared a dividend of $1.00 per share on its outstanding Class A and Class B common stock, or $453 million in the aggregate. On December 27, 2012, we paid a dividend of $850 million to DOC to fund the payment of DISH Network’s dividend and other potential DISH Network cash needs.

We expect to pay a dividend of approximately $650 million to DOC in connection with, among other things, the funding of certain payments by DISH Network related to its winning bid for all 176 H Block wireless spectrum licenses in the H Block auction. See Note 11 for further information.

Blockbuster. On April 26, 2011, our parent, DISH Network, completed the acquisition of most of the assets of Blockbuster, Inc. During the year ended December 31, 2013, 2012 and 2011, we recorded $11 million, $21 million and $4 million, respectively, of “Subscriber-related expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss) for Blockbuster services provided to our subscribers related to certain of our promotions.

Advertising Sales. We provide advertising services to DISH Network’s broadband business. During the year ended December 31, 2013, we received revenue associated with these services of $15 million in “Subscriber-related revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). During the years ended December 31, 2012 and 2011, we did not receive revenue associated with these services.

Blockbuster, Broadband, Wireless and Other Operations. We provide certain administrative support such as legal, information systems, marketing, human resources, accounting and finance services to DISH Network’s Blockbuster, Broadband, Wireless and other operations. In addition, we provide call center, installation and other services to DISH Network for its Broadband business. During the years ended December 31, 2013, 2012 and 2011, the costs associated with these services were $10 million, $11 million and $2 million, respectively.

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, and 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 a key supplier of a majority of our 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.

In connection with and following 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 our principal agreements with EchoStar that may have an impact on our financial condition and results of operations.

“Equipment sales, services and other revenue — 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 2013, we and EchoStar extended this agreement until December 31, 2014. 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.

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) and other support services. The Professional Services Agreement automatically renewed on January 1, 2014 for an additional one-year period until January 1, 2015 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. In connection with the Spin-off, DISH Network entered into a Management Services Agreement with EchoStar pursuant to which DISH Network has made certain of its officers available to provide services (which were 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. The Management Services Agreement automatically renewed on January 1, 2013 for an additional one-year period until January 1, 2014. Effective June 15, 2013, the Management Services Agreement was terminated by EchoStar. EchoStar made payments to DISH Network based upon an allocable portion of the personnel costs and expenses incurred by DISH Network with respect to any such officers (taking into account wages and fringe benefits). These allocations were based upon the estimated percentages of time spent by DISH Network’s executive officers performing services for EchoStar under the Management Services Agreement. EchoStar also reimbursed DISH Network for direct out-of-pocket costs incurred by DISH Network for management services provided to EchoStar. DISH Network and EchoStar evaluated all charges for reasonableness at least annually and made any adjustments to these charges as DISH Network and EchoStar mutually agreed upon.

Satellite Capacity Leased to EchoStar. Since the Spin-off, we have entered into certain satellite capacity agreements pursuant to which EchoStar leases certain satellite capacity on certain satellites owned by us. The fees for the services provided under these satellite capacity agreements depend, among other things, upon the orbital location of the applicable satellite and the length of the lease. The term of each lease is set forth below:

EchoStar I. During 2009, we entered into a satellite capacity agreement pursuant to which EchoStar leased certain satellite capacity from us on EchoStar I. We and EchoStar mutually agreed to terminate this satellite capacity agreement effective as of July 1, 2012.

EchoStar XV. During May 2013, we began leasing satellite capacity to EchoStar on EchoStar XV and relocated the satellite for testing at EchoStar’s Brazilian authorization at the 45 degree orbital location. Effective March 1, 2014, this lease was converted to a month-to-month lease. Both parties have the right to terminate this lease with 30 days notice. Upon termination, EchoStar is responsible, among other things, for relocating this satellite from the 45 degree orbital location back to the 61.5 degree orbital location.

Real Estate Lease Agreements. Since the Spin-off, DISH Network has entered into lease agreements pursuant to which DISH Network leases certain real estate to 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 areas, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. The term of each lease is set forth below:

El Paso Lease Agreement. During 2012, DISH Network leased certain space at 1285 Joe Battle Blvd. El Paso, Texas to EchoStar for a period ending on August 1, 2015, which also provides EchoStar with renewal options for four consecutive three-year terms.

American Fork Occupancy License Agreement. During 2013, DISH Network subleased certain space at 796 East Utah Valley Drive, American Fork, Utah to EchoStar for a period ending on July 31, 2017.

“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 provides 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. See Note 16 for further information regarding certain satellite capacity leased from EchoStar. The term of each lease is set forth below:

EchoStar VI, VIII and XII. The leases for EchoStar VI, VIII and XII 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. Beginning in the first quarter 2013, the leases for the EchoStar VI and VIII satellites expired in accordance with their terms and we no longer leased capacity from EchoStar on EchoStar VI and VIII. During May 2013, we began leasing capacity from EchoStar on EchoStar VIII as an in-orbit spare. Effective March 1, 2014, this lease was converted to a month-to-month lease. Both parties have the right to terminate this lease with 30 days notice.

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. During December 2009, we entered into a transponder service agreement with EchoStar to lease all of the capacity on EchoStar XVI, a DBS satellite, after its service commencement date. EchoStar XVI was launched during November 2012 to replace EchoStar XV at the 61.5 degree orbital location and is currently in service. Under the original transponder service agreement, the initial term generally expired upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite failed; (iii) the date the transponder(s) on which service was being provided under the agreement failed; or (iv) ten years following the actual service commencement date. Prior to expiration of the initial term, we also had the option to renew on a year-to-year basis through the end-of-life of the satellite. Effective December 21, 2012, we and EchoStar amended the transponder service agreement to, among other things, change the initial term to generally expire 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) four years following the actual service commencement date. Prior to expiration of the initial term, we have the option to renew for an additional six-year period. Prior to expiration of the initial term, EchoStar also has the right, upon certain conditions, to renew for an additional six-year period. If either we or EchoStar exercise our respective six-year renewal options, then we have the option to renew for an additional five-year period prior to expiration of the then-current term. There can be no assurance that any options to renew this agreement will be exercised.

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. DISH Network has also guaranteed certain obligations of EchoStar under the Telesat Transponder Agreement. See discussion under “Guarantees” in Note 11.

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 the Nimiq 5 satellite 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 receive service from EchoStar on 24 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 explored alternative uses for the QuetzSat-1 satellite. In the interim, EchoStar provided us with alternate capacity at the 77 degree orbital location. During the third quarter 2012, we and EchoStar entered into an agreement pursuant to which we sublease five DBS transponders back to EchoStar. During January 2013, QuetzSat-1 was moved to the 77 degree orbital location and we commenced commercial operations at that location in February 2013.

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.

103 Degree Orbital Location/SES-3. During May 2012, EchoStar entered into a spectrum development agreement (the “103 Spectrum Development Agreement”) with Ciel Satellite Holdings Inc. (“Ciel”) to develop certain spectrum rights at the 103 degree orbital location (the “103 Spectrum Rights”). During June 2013, we and EchoStar entered into a spectrum development agreement (the “DISH 103 Spectrum Development Agreement”) pursuant to which we may use and develop the 103 Spectrum Rights. During the third quarter 2013, we made a $23 million payment to EchoStar in exchange for these rights. In accordance with accounting principles that apply to transfers of assets between companies under common control, we recorded EchoStar’s net book value of this asset of $20 million in “Other noncurrent assets, net” on our Consolidated Balance Sheets and recorded the amount in excess of EchoStar’s net book value of $3 million as a capital distribution. Unless earlier terminated under the terms and conditions of the DISH 103 Spectrum Development Agreement, the term generally will continue for the duration of the 103 Spectrum Rights.

In connection with the 103 Spectrum Development Agreement, during May 2012, EchoStar also entered into a ten-year service agreement with Ciel pursuant to which EchoStar leases certain satellite capacity from Ciel on the SES-3 satellite at the 103 degree orbital location (the “103 Service Agreement”). During June 2013, we and EchoStar entered into an agreement pursuant to which we lease certain satellite capacity from EchoStar on the SES-3 satellite (the “DISH 103 Service Agreement”). Under the terms of the DISH 103 Service Agreement, we make certain monthly payments to EchoStar through the service term. Unless earlier terminated under the terms and conditions of the DISH 103 Service Agreement, the initial service term will expire on the earlier of: (i) the date the SES-3 satellite fails; (ii) the date the transponder(s) on which service was being provided under the agreement fails; or (iii) ten years following the actual service commencement date. Upon in-orbit failure or end of life of the SES-3 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 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 new TT&C agreement pursuant to which we 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. We are able to terminate the 2012 TT&C Agreement for any reason upon 60 days notice.

As part of the Satellite and Tracking Stock Transaction, on February 20, 2014, we amended the 2012 TT&C Agreement to cease the provision of TT&C services from EchoStar for the EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV satellites.

“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 lease 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 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 2013, we exercised our right to renew this agreement for a one-year period ending on December 31, 2014.

DISH Remote Access Services Agreement. Effective February 23, 2010, we entered into an agreement with EchoStar pursuant to which we 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. This agreement 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 receive certain services related to placeshifting. 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. This agreement may be terminated for any reason upon at least 120 days notice to EchoStar.

Application Development Agreement. During the fourth quarter 2012, we and EchoStar entered into a set-top box application development agreement (the “Application Development Agreement”) pursuant to which EchoStar provides us with certain services relating to the development of web-based applications for set-top boxes for a period ending on February 1, 2015. The Application Development Agreement renews automatically for successive one-year periods thereafter, unless terminated earlier by us or EchoStar at any time upon at least 90 days notice. The fees for services provided under the Application Development Agreement are calculated at EchoStar’s cost of providing the relevant service plus a fixed margin, which will depend on the nature of the services provided.

XiP Encryption Agreement. During the third quarter 2012, we entered into an encryption agreement with EchoStar for our whole-home HD DVR line of set-top boxes (the “XiP Encryption Agreement”) pursuant to which EchoStar provides certain security measures on our whole-home HD DVR line of set-top boxes to encrypt the content delivered to the set-top box via a smart card and secure the content between set-top boxes. The term of the XiP Encryption Agreement is for a period until December 31, 2014. Under the XiP Encryption Agreement, we have the option, but not the obligation, to extend the XiP Encryption Agreement for one additional year upon 180 days notice prior to the end of the term. We and EchoStar each have the right to terminate the XiP Encryption Agreement for any reason upon at least 30 days notice and 180 days notice, respectively. The fees for the services provided under the XiP Encryption Agreement are calculated on a monthly basis based on the number of receivers utilizing such security measures each month.

Other Agreements — EchoStar

Receiver Agreement. EchoStar is currently our sole supplier of set-top box receivers. 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 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.

For the years ended December 31, 2013, 2012 and 2011, we purchased set-top boxes and other equipment from EchoStar of $1.242 billion, $1.005 billion and $1.158 billion, respectively. Included in these amounts for 2012 and 2013 are purchases of certain broadband equipment from EchoStar under the 2012 Receiver Agreement. These amounts are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Consolidated Balance Sheets or expensed as “Subscriber acquisition costs” on our Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed.

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 Internal Revenue Service (“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.

In light of the tax sharing agreement, among other things, and in connection with DISH Network’s consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, during the third quarter 2013, DISH Network and EchoStar agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’ examination of these consolidated tax returns. As a result, DISH Network agreed to pay EchoStar $83 million of the tax benefit DISH Network received or will receive. This resulted in a reduction of DISH Network’s recorded unrecognized tax benefits. Any payment to EchoStar, including accrued interest, will be made at such time as EchoStar would have otherwise been able to realize such tax benefit. In addition, during the third quarter 2013, DISH Network and EchoStar agreed upon a tax sharing arrangement for filing certain combined state income tax returns and a method of allocating the respective tax liabilities between DISH Network and EchoStar for such combined returns, through the taxable period ending on December 31, 2017.

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 Network Systems, LLC (“HNS”) a wholly-owned subsidiary of Hughes Communications, Inc. (“Hughes”), entered into a RUS Implementation Agreement (the “RUS Agreement”) pursuant to which HNS provides certain portions of the equipment and broadband service used to implement our RUS program. The RUS Agreement expired during June 2013, when the Grant Funds were exhausted. During the years ended December 31, 2013 and 2012, we expensed $3 million and $7 million, respectively, under the RUS Agreement, which is included in “Cost of sales — equipment, services and other” on our Consolidated Statement of Operations and Comprehensive Income (Loss). During the year ended December 31, 2011, we did not record any expense under the RUS 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.

Under the settlement agreement, all pending litigation was dismissed with prejudice and all injunctions that permanently restrain, enjoin or compel any action by DISH Network or EchoStar were 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.

Our total litigation accrual for TiVo was $517 million as of December 31, 2010. As a result of the settlement agreement, during 2011, we reversed $335 million of this accrual and made a payment of approximately $290 million for our portion of the initial payment to TiVo. Of this amount, approximately $182 million related to periods prior to 2011 and the remaining $108 million represented a prepayment. Our $108 million prepayment and our $190 million share of the remaining payments, a total of $298 million, is being expensed ratably as a subscriber-related expense from April 1, 2011 through July 31, 2018, the expiration date of the ‘389 patent. In connection with our TiVo settlement, TiVo agreed to advertise and market certain of our products and services. As a result, during 2011, $6 million was recognized as a reduction of litigation expense and we recorded a pre-paid marketing asset on our Consolidated Statements of Operations and Comprehensive Income (Loss) and our Consolidated Balance Sheets, respectively, which is being amortized as costs of sales over the term of the agreement.

In addition, under the settlement agreement, TiVo granted DISH Network a license under its ‘389 patent and certain related patents, for the remaining life of those patents, with respect to DISH-branded and co-branded products and services.

DISH Network and EchoStar, on the one hand, and TiVo, on the other hand, 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 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 the 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 HD Holdings LLC (“Voom”) and CSC Holdings, LLC (“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 Years Ended December 31,
	2013		2012		2011
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	91,712	$	72,549	$	77,705

	As of December 31,
	2013		2012
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	23,417	$	21,930

- 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.

+ References + Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Investment Securities

Marketable Investment Securities

· the fair value of our marketable investment securities compared to the carrying amount,

· the historical volatility of the price of each security, and

· any market and company specific factors related to each security.

Declines in the fair value of debt and equity investments below cost basis are generally accounted for as follows:

Length of Time Investment Has Been In a Continuous Loss Position		Treatment of the Decline in Value (absent specific factors to the contrary)
Less than six months		Generally, considered temporary.
Six to nine months		Evaluated on a case by case basis to determine whether any company or market-specific factors exist indicating that such decline is other-than-temporary.
Greater than nine months		Generally, considered other-than-temporary. The decline in value is recorded as a charge to earnings.

· we have the intent to sell the security,

· it is more likely than not that we will be required to sell the security before maturity or recovery, or

· we do not expect to recover the security’s entire amortized cost basis, even if there is no intent to sell the security.

In general, we use the first in, first out method to determine the cost basis on sales of marketable investment securities.

Trade Accounts Receivable

Trade Accounts Receivable

Inventory

Inventory

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Indefinite Lived Intangible Assets

Indefinite Lived Intangible Assets

· FCC licenses are a non-depleting asset;

· existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely;

· replacement satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

· maintenance expenditures to obtain future cash flows are not significant;

· FCC licenses are not technologically dependent; and

· we intend to use these assets indefinitely.

Long-Term Deferred Revenue, Distribution and Carriage Payments

Long-Term Deferred Revenue, Distribution and Carriage Payments

Sales Taxes

Sales Taxes

Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes

Accounting for Uncertainty in Income Taxes

Fair Value Measurements

Fair Value Measurements

· Level 1, defined as observable inputs being quoted prices in active markets for identical assets, including U.S. treasury notes;

Deferred Debt Issuance Costs

Deferred Debt Issuance Costs

Costs of issuing debt are generally deferred and amortized to interest expense ratably over the terms of the respective notes. See Note 7.

Revenue Recognition

Revenue Recognition

We recognize revenue when an arrangement exists, prices are determinable, collectability is reasonably assured and the goods or services have been delivered.

Certain of our existing and new subscriber promotions include programming discounts. Programming revenues are recorded as earned at the discounted monthly rate charged to the subscriber.

Subscriber-Related Expenses

Subscriber-Related Expenses

Subscriber Acquisition Costs

Subscriber Acquisition Costs

Advertising Costs

Advertising Costs

Deferred Cost of Sales

Deferred Cost of Sales

Equipment Lease Programs

Equipment Lease Programs

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

12 Months Ended

Dec. 31, 2013

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Schedule of marketable investment securities and restricted cash and cash equivalents

	As of December 31,
	2013		2012
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	105,854	$	124,007
Current marketable investment securities - other	4,011,472		2,145,663
Total current marketable investment securities	4,117,326		2,269,670
Restricted marketable investment securities (1)	63,902		49,044
Total marketable investment securities	4,181,228		2,318,714

Restricted cash and cash equivalents (1)	18,878		72,617

Total marketable investment securities and restricted cash and cash equivalents	$	4,200,106	$	2,391,331

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

Schedule of unrealized gain (loss) on marketable investment securities

	As of December 31,
	2013									2012
	Marketable									Marketable
	Investment		Unrealized							Investment		Unrealized
	Securities		Gains		Losses			Net		Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	105,854	$	—	$	—		$	—	$	124,007	$	—	$	—		$	—
Other (including restricted)	4,048,851		5,447		(3,355		)	2,092		2,181,064		7,335		(1,144		)	6,191
Equity securities:
Other (1)	26,523		13,286		—			13,286		13,643		406		—			406
Total	$	4,181,228	$	18,733	$	(3,355	)	$	15,378	$	2,318,714	$	7,741	$	(1,144	)	$	6,597

Schedule of available-for-sale securities in continuous unrealized loss position by length of time and their fair value

	As of December 31,
	2013					2012
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	2,002,239	$	(2,820	)	$	724,739	$	(865	)
12 months or more	38,043		(535		)	29,045		(279		)
Total	$	2,040,282	$	(3,355	)	$	753,784	$	(1,144	)

Schedule of investments measured at fair value on a recurring basis

	As of December 31,
	2013								2012
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	3,743,328	$	275,277	$	3,468,051	$	—	$	3,014,946	$	59,386	$	2,955,560	$	—

Debt securities:
VRDNs	$	105,854	$	—	$	105,854	$	—	$	124,007	$	—	$	124,007	$	—
Other (including restricted)	4,048,851		—		4,048,851		—		2,181,064		—		2,181,064		—

Equity securities	26,523		26,523		—		—		13,643		13,643		—		—

Total	$	4,181,228	$	26,523	$	4,154,705	$	—	$	2,318,714	$	13,643	$	2,305,071	$	—

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property and Equipment

Schedule of property and equipment

	Depreciable
	Life	As of December 31,
	(In Years)	2013			2012
		(In thousands)
Equipment leased to customers	2-5	$	3,496,994		$	3,424,911
EchoStar I	12	201,607			201,607
EchoStar VII	15	177,000			177,000
EchoStar X	15	177,192			177,192
EchoStar XI	15	200,198			200,198
EchoStar XIV	15	316,541			316,541
EchoStar XV	15	277,658			277,658
Satellites acquired under capital lease agreements	10-15	499,819			499,819
Furniture, fixtures, equipment and other	1-10	600,439			580,588
Buildings and improvements	1-40	80,439			74,398
Land	-	5,504			5,207
Construction in progress	-	39,043			20,469
Total property and equipment		6,072,434			5,955,588
Accumulated depreciation		(3,093,111		)	(2,948,204		)
Property and equipment, net		$	2,979,323		$	3,007,384

Schedule of construction in progress

	As of December 31,
	2013		2012
	(In thousands)
Computer hardware projects	$	20,216	$	2,115
Software projects	15,017		6,088
Other	3,810		12,266
Construction in progress	$	39,043	$	20,469

Schedule of depreciation and amortization expense

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Equipment leased to customers	$	739,266	$	649,394	$	725,904
Satellites	108,682		123,431		128,352
Buildings, furniture, fixtures, equipment and other	58,039		58,081		50,699
148 degree orbital location (1)	—		67,776		—
Total depreciation and amortization	$	905,987	$	898,682	$	904,955

(1) See “FCC Authorizations” below.

Schedule of DBS Satellites

		Degree	Estimated
	Launch	Orbital	Useful Life
Satellites	Date	Location	(Years)
Owned:
EchoStar I (1)(5)	December 1995	77	12
EchoStar VII (2)(5)	February 2002	119	15
EchoStar X (2)(5)	February 2006	110	15
EchoStar XI (2)(5)	July 2008	110	15
EchoStar XIV (5)	March 2010	119	15
EchoStar XV	July 2010	45	15

Leased from EchoStar:
EchoStar VIII (1)(3)(4)	August 2002	77	NA
EchoStar IX (1)(3)	August 2003	121	NA
EchoStar XII (1)(4)	July 2003	61.5	NA
Nimiq 5 (1)(3)	September 2009	72.7	NA
EchoStar XVI (1)	November 2012	61.5	NA
QuetzSat-1 (1)(3)	September 2011	77	NA

Leased from Other Third Party:
Anik F3	April 2007	118.7	NA
Ciel II	December 2008	129	NA

Under Construction:
EchoStar XVIII	2015	110	15

(1) See Note 15 for further discussion of our Related Party Transactions with EchoStar.

(3) We lease a portion of the capacity on these satellites.

(4) We generally have the option to renew each lease on a year-to-year basis through the end of the respective satellite’s useful life.

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Long-Term Debt

Schedule of interest on long-term debt

		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
6 5/8% Senior Notes due 2014	April 1 and October 1	$	66,250
7 3/4% Senior Notes due 2015	May 31 and November 30	$	58,125
7 1/8% Senior Notes due 2016	February 1 and August 1	$	106,875
4 5/8% Senior Notes due 2017	January 15 and July 15	$	41,625
4 1/4% Senior Notes due 2018	April 1 and October 1	$	51,000
7 7/8% Senior Notes due 2019	March 1 and September 1	$	110,250
5 1/8% Senior Notes due 2020	May 1 and November 1	$	56,375
6 3/4% Senior Notes due 2021	June 1 and December 1	$	135,000
5 7/8% Senior Notes due 2022	January 15 and July 15	$	117,500
5% Senior Notes due 2023	March 15 and September 15	$	75,000

Schedule of carrying and fair values of the entity's debt facilities

	As of December 31,
	2013				2012
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	—		—		500,000		521,875
6 5/8% Senior Notes due 2014 (2)	1,000,000		1,040,200		1,000,000		1,078,500
7 3/4% Senior Notes due 2015	750,000		813,750		750,000		844,725
7 1/8% Senior Notes due 2016	1,500,000		1,657,500		1,500,000		1,683,750
4 5/8% Senior Notes due 2017	900,000		946,962		900,000		940,500
4 1/4% Senior Notes due 2018	1,200,000		1,221,792		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,603,000		1,400,000		1,669,500
5 1/8% Senior Notes due 2020	1,100,000		1,104,950		—		—
6 3/4% Senior Notes due 2021	2,000,000		2,122,500		2,000,000		2,280,000
5 7/8% Senior Notes due 2022	2,000,000		1,997,500		2,000,000		2,150,000
5 % Senior Notes due 2023	1,500,000		1,458,090		1,500,000		1,548,750
Mortgages and other notes payable	59,313		59,313		65,427		65,427
Subtotal	13,409,313		$	14,025,557	11,615,427		$	12,783,027
Capital lease obligations (3)	219,902		NA		248,304		NA
Total long-term debt and capital
lease obligations (including current portion)	$	13,629,215			$	11,863,731

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

Schedule of other long term debt and capital lease obligations

	As of December 31,
	2013			2012
	(In thousands)
Satellites and other capital lease obligations	$	219,902		$	248,304
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13%	59,313			65,427
Total	279,215			313,731
Less current portion	(32,607		)	(34,787		)
Other long-term debt and capital lease obligations, net of current portion	$	246,608		$	278,944

Future minimum lease payments under capital lease obligations

Future minimum lease payments under the capital lease obligations, together with the present value of the net minimum lease payments as of December 31, 2013 are as follows (in thousands):

For the Years Ended December 31,
2014	$	77,944
2015	76,007
2016	76,007
2017	76,007
2018	75,982
Thereafter	162,331
Total minimum lease payments	544,278
Less: Amount representing lease of the orbital location and estimated executory costs (primarily insurance and maintenance) including profit thereon, included in total minimum lease payments	(254,832		)
Net minimum lease payments	289,446
Less: Amount representing interest	(69,544		)
Present value of net minimum lease payments	219,902
Less: Current portion	(26,829		)
Long-term portion of capital lease obligations	$	193,073

- 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 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: 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 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=26873400&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 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: 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 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

Income Taxes and Accounting for Uncertainty in Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes and Accounting for Uncertainty in Income Taxes

Schedule of components of the (provision for) benefit from income taxes

	For the Years Ended December 31,
	2013			2012			2011
	(In thousands)
Current (provision) benefit:
Federal	$	(361,662	)	$	(127,291	)	$	(277,920	)
State	(13,272		)	10,673			(36,408		)
Foreign	(13,316		)	—			—
	(388,250		)	(116,618		)	(314,328		)
Deferred (provision) benefit:
Federal	(65,955		)	(126,561		)	(553,393		)
State	(5,450		)	(42,747		)	(35,887		)
Decrease (increase) in valuation allowance	—			—			6,761
	(71,405		)	(169,308		)	(582,519		)
Total benefit (provision)	$	(459,655	)	$	(285,926	)	$	(896,847	)

Schedule of reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes

	For the Years Ended December 31,
	2013		2012		2011
	% of pre-tax (income)/loss
Statutory rate	(35.0	)	(35.0	)	(35.0	)
State income taxes, net of Federal benefit	(1.0	)	(2.7	)	(2.0	)
Other	0.2		0.6		(0.3	)
Decrease (increase) in valuation allowance	—		—		0.3
Total benefit (provision) for income taxes	(35.8	)	(37.1	)	(37.0	)

Schedule of deferred tax assets and liabilities

	As of December 31,
	2013			2012
	(In thousands)
Deferred tax assets:
NOL, credit and other carryforwards	$	10,645		$	9,565
Accrued expenses	48,416			75,996
Stock-based compensation	23,006			26,351
Deferred revenue	54,331			67,023
Total deferred tax assets	136,398			178,935
Valuation allowance	(7,469		)	(7,656		)
Deferred tax asset after valuation allowance	128,929			171,279

Deferred tax liabilities:
Depreciation and amortization	(1,272,014		)	(1,234,003		)
Unrealized gains on investments	(2,204		)	(773		)
Other liabilities	(36,629		)	(29,130		)
Total deferred tax liabilities	(1,310,847		)	(1,263,906		)
Net deferred tax asset (liability)	$	(1,181,918	)	$	(1,092,627	)

Current portion of net deferred tax asset	$	65,457		$	91,722
Noncurrent portion of net deferred tax asset (liability)	(1,247,375		)	(1,184,349		)
Total net deferred tax asset (liability)	$	(1,181,918	)	$	(1,092,627	)

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities

	For the Years Ended December 31,
Unrecognized tax benefit	2013			2012			2011
	(In thousands)
Balance as of beginning of period	$	185,669		$	190,935		$	170,226
Additions based on tax positions related to the current year	9,533			5,949			9,836
Reductions based on tax positions related to current years	—			—			(1,170		)
Additions based on tax positions related to prior years	66,307			1,581			16,610
Reductions based on tax positions related to prior years	—			(3,461		)	—
Reductions based on tax positions related to settlements with taxing authorities	(103,311		)	—			(1,185		)
Reductions based on tax positions related to the lapse of the statute of limitations	(12,314		)	(9,335		)	(3,382		)
Balance as of end of period	$	145,884		$	185,669		$	190,935

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Stock-Based Compensation

Schedule of stock awards outstanding

	As of December 31, 2013
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	11,938,090	1,863,165	542,048	41,622

Schedule of exercise prices for stock options outstanding and exercisable associated with employees

			Options Outstanding				Options Exercisable
			Number Outstanding as of December 31, 2013	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable as of December 31, 2013	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price
$ —	-	$ 10.00	1,514,885	3.79	$	6.33	1,411,885	3.68	$	6.33
$10.01	-	$ 15.00	138,286	5.49	$	12.16	23,085	5.28	$	12.75
$15.01	-	$ 20.00	3,860,300	4.12	$	17.37	426,700	2.75	$	17.72
$20.01	-	$ 25.00	1,560,312	4.06	$	21.47	893,412	2.62	$	21.34
$25.01	-	$ 30.00	2,238,007	7.09	$	27.80	1,200,907	6.64	$	27.71
$30.01	-	$ 35.00	437,800	6.95	$	32.04	88,300	5.29	$	31.82
$35.01	-	$ 40.00	2,159,500	9.03	$	36.64	7,000	9.01	$	36.40
$40.01	-	$ 45.00	10,000	4.50	$	42.52	10,000	4.50	$	42.52
$45.01	-	$ 50.00	19,000	9.36	$	45.68	—	—	$	—
$ —	-	$ 50.00	11,938,090	5.65	$	22.49	4,061,289	4.28	$	17.88

Schedule of stock option activity associated with employees

	For the Years Ended December 31,
	2013				2012				2011
	Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	13,018,490		$	18.99	17,640,074		$	20.38	18,447,004		$	17.76
Granted	2,225,500		$	36.75	589,500		$	32.25	3,198,500		$	28.52
Exercised	(3,172,900	)	$	14.70	(4,406,888	)	$	18.51	(1,640,462	)	$	12.36
Forfeited and cancelled	(133,000	)	$	30.25	(804,196	)	$	20.34	(2,364,968	)	$	12.11
Total options outstanding, end of period	11,938,090		$	22.49	13,018,490		$	18.99	17,640,074		$	20.38
Performance based options outstanding, end of period (2)	6,468,500		$	24.92	6,400,700		$	18.71	8,022,975		$	18.89
Exercisable at end of period	4,061,289		$	17.88	4,310,489		$	17.92	6,387,798		$	21.73

(2) These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2005 LTIP, 2008 LTIP, 2013 LTIP and Other Employee Performance Awards below.

Schedule of realized tax benefits from stock awards exercised

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	37,583	$	22,898	$	9,786

Schedule of aggregate intrinsic value of stock options associated with employees

	As of December 31, 2013
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	422,987	$	162,600

Schedule of restricted stock unit activity associated with employees

	For the Years Ended December 31,
	2013				2012				2011
	Restricted Stock Awards		Weighted- Average Grant Date Fair Value		Restricted Stock Awards		Weighted- Average Grant Date Fair Value		Restricted Stock Awards		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,076,748		$	22.82	1,179,709		$	23.11	1,271,984		$	22.06
Granted	990,000		$	36.53	—		$	—	300,000		$	30.67
Vested	(135,250	)	$	29.19	(24,795	)	$	22.94	(14,705	)	$	11.09
Forfeited and cancelled	(68,333	)	$	32.91	(78,166	)	$	27.20	(377,570	)	$	26.23
Total restricted stock units outstanding, end of period	1,863,165		$	29.27	1,076,748		$	22.82	1,179,709		$	23.11
Restricted Performance Units outstanding, end of period (1)	1,863,165		$	29.27	1,076,748		$	22.82	1,179,709		$	23.11

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

	As of December 31, 2013
Performance Based Stock Options	Number of Awards	Weighted- Average Exercise Price
2005 LTIP	1,878,500	$	20.83
2013 LTIP	1,920,000	$	36.53
Other employee performance awards	2,670,000	$	19.46
Total	6,468,500	$	24.92

Restricted Performance Units
2005 LTIP		208,165
2013 LTIP		960,000
Other employee performance awards		695,000
Total		1,863,165

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

	For the Years Ended December 31,
	2013		2012		2011
	(In thousands)
Subscriber-related	$	1,947	$	1,607	$	1,914
General and administrative	27,700		36,966		29,249
Total non-cash, stock based compensation	$	29,647	$	38,573	$	31,163

Schedule of assumptions of Black-Scholes option valuation model

	For the Years Ended December 31,
Stock Options	2013	2012	2011
Risk-free interest rate	0.91% - 2.66%	0.41% - 1.29%	0.36% - 3.18%
Volatility factor	32.37% - 39.87%	33.15% - 39.50%	31.74% - 45.56%
Expected term of options in years	5.6 - 10.0	3.1 - 5.9	3.6 - 10.0
Weighted-average fair value of options granted	$14.49 - $21.09	$ 6.72 - $13.79	$ 8.73 - $14.77

LTIP 2005

Stock-Based Compensation

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

	2005 LTIP
	Total		Vested Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	32,251	$	31,124
EchoStar awards held by DISH DBS employees	5,575		5,497
Total	$	37,826	$	36,621

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

LTIP 2008, LTIP 2013 and Other

Stock-Based Compensation

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

	For the Years Ended December 31,
Non-Cash, Stock-Based Compensation Expense Recognized	2013		2012		2011
	(In thousands)
2008 LTIP	$	2,719	$	9,025	$	18,944
2013 LTIP	8,137		—		—
Other employee performance awards	4,045		7,471		144
Total non-cash, stock-based compensation expense recognized for performance based awards	$	14,901	$	16,496	$	19,088

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

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2013 LTIP		Other Employee Performance Awards
	(In thousands)
Expense estimated to be recognized during 2014	$	5,460	$	432
Estimated contingent expense subsequent to 2014	52,311		38,817
Total estimated remaining expense over the term of the plan	$	57,771	$	39,249

Income Taxes and Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes and Accounting for Uncertainty in Income Taxes
Net operating loss carryforwards	$ 0
Net operating loss carryforwards
Cash paid for income taxes to DISH Network	433,120	$ 272,599	$ 384,462
Current (provision) benefit:
Federal	(361,662)	(127,291)	(277,920)
State	(13,272)	10,673	(36,408)
Foreign	(13,316)
Total current (provision) benefit	(388,250)	(116,618)	(314,328)
Deferred (provision) benefit:
Federal	(65,955)	(126,561)	(553,393)
State	(5,450)	(42,747)	(35,887)
Decrease (increase) in valuation allowance			6,761
Total deferred (provision) benefit	(71,405)	(169,308)	(582,519)
Total benefit (provision)	$ (459,655)	$ (285,926)	$ (896,847)
Reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes
Statutory rate (as a percent)	(35.00%)	(35.00%)	(35.00%)
State income taxes, net of Federal benefit (as a percent)	(1.00%)	(2.70%)	(2.00%)
Other (as a percent)	0.20%	0.60%	(0.30%)
Decrease (increase) in valuation allowance (as a percent)			0.30%
Total benefit (provision) for income taxes (as a percent)	(35.80%)	(37.10%)	(37.00%)
Deferred tax assets:
NOL, credit and other carryforwards	$ 10,645	$ 9,565
Accrued expenses	48,416	75,996
Stock-based compensation	23,006	26,351
Deferred revenue	54,331	67,023
Total deferred tax assets	136,398	178,935
Valuation allowance	(7,469)	(7,656)
Deferred tax asset after valuation allowance	128,929	171,279
Deferred tax liabilities:
Depreciation and amortization	(1,272,014)	(1,234,003)
Unrealized gains on investments	(2,204)	(773)
Other liabilities	(36,629)	(29,130)
Total deferred tax liabilities	(1,310,847)	(1,263,906)
Net deferred tax asset (liability)	(1,181,918)	(1,092,627)
Current portion of net deferred tax asset	65,457	91,722
Noncurrent portion of net deferred tax asset (liability)	(1,247,375)	(1,184,349)
Reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities
Balance as of beginning of period	185,669	190,935	$ 170,226
Additions based on tax positions related to the current year	9,533	5,949	9,836
Reductions based on tax positions related to the current years			(1,170)
Additions based on tax positions related to prior years	66,307	1,581	16,610
Reductions based on tax positions related to prior years		(3,461)
Reductions based on tax positions related to settlements with taxing authorities	(103,311)		(1,185)
Reductions based on tax positions related to the lapse of the statute of limitations	(12,314)	(9,335)	(3,382)
Balance as of end of period	145,884	185,669	190,935
Unrecognized tax benefits if recognized, could favorably affect our effective tax rate	146,000
Interest and penalty (benefit) expense	8,000	6,000	$ (1,000)
Accrued interest and penalties	13,000	$ 15,000
State
Net operating loss carryforwards
NOL benefit for state income tax purposes	5,000
Tax benefits related to credit carryforwards	$ 11,000

Stock-Based Compensation (Details 8) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2005	Jun. 30, 2013	Dec. 31, 2010
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		$ 29,647	$ 38,573	$ 31,163
Long-Term Performance Based Plans
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		14,901	16,496	19,088
LTIP 2005
2005 LTIP Terms
Awards 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%
Share-based expense
Unrecognized compensation expense relating to long-term performance based incentive awards		37,826
Unrecognized non-cash stock-based compensation expense on vested portion		36,621
LTIP 2008
Share-based compensation additional disclosures
Portion vested (as a percent)						100.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		2,719	9,025	18,944
2013 LTIP
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement	20.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		8,137
Other Employee Performance Awards
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		4,045	$ 7,471	$ 144
DISH Network Awards \| 2013 LTIP
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2014		5,460
Estimated contingent expense subsequent to 2014		52,311
Total estimated remaining expense over the term of plan		57,771
DISH Network Awards \| Other Employee Performance Awards
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2014		432
Estimated contingent expense subsequent to 2014		38,817
Total estimated remaining expense over the term of plan		39,249
DISH Network Awards \| Held by DISH DBS employees \| LTIP 2005
Share-based expense
Unrecognized compensation expense relating to long-term performance based incentive awards		32,251
Unrecognized non-cash stock-based compensation expense on vested portion		31,124
EchoStar awards \| Held by DISH DBS employees \| LTIP 2005
Share-based expense
Unrecognized compensation expense relating to long-term performance based incentive awards		5,575
Unrecognized non-cash stock-based compensation expense on vested portion		$ 5,497
Stock Options \| DISH Network Awards
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		11,938,090	13,018,490	17,640,074			18,447,004
Weighted-Average Exercise Price (in dollars per share)		$ 22.49	$ 18.99	$ 20.38			$ 17.76
Stock Options \| DISH Network Awards \| Long-Term Performance Based Plans
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		6,468,500	6,400,700	8,022,975
Weighted-Average Exercise Price (in dollars per share)		$ 24.92	$ 18.71	$ 18.89
Stock Options \| DISH Network Awards \| LTIP 2005
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		1,878,500
Weighted-Average Exercise Price (in dollars per share)		$ 20.83
Stock Options \| DISH Network Awards \| 2013 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		1,920,000
Weighted-Average Exercise Price (in dollars per share)		$ 36.53
Stock Options \| DISH Network Awards \| Other Employee Performance Awards
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		2,670,000
Weighted-Average Exercise Price (in dollars per share)		$ 19.46
Stock Options \| DISH Network Awards \| Held by DISH DBS employees
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		11,938,090
Stock Options \| EchoStar awards \| Held by DISH DBS employees
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		542,048
Restricted Stock Units \| DISH Network Awards
Outstanding awards pursuant to performance-based stock incentive plans
Restricted Performance Units (in shares)		1,863,165	1,076,748	1,179,709			1,271,984
Restricted Stock Units \| DISH Network Awards \| Long-Term Performance Based Plans
Outstanding awards pursuant to performance-based stock incentive plans
Restricted Performance Units (in shares)		1,863,165	1,076,748	1,179,709
Restricted Stock Units \| DISH Network Awards \| LTIP 2005
Outstanding awards pursuant to performance-based stock incentive plans
Restricted Performance Units (in shares)		208,165
Restricted Stock Units \| DISH Network Awards \| 2013 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Restricted Performance Units (in shares)		960,000
Restricted Stock Units \| DISH Network Awards \| Other Employee Performance Awards
Outstanding awards pursuant to performance-based stock incentive plans
Restricted Performance Units (in shares)		695,000
Restricted Stock Units \| DISH Network Awards \| Held by DISH DBS employees
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		1,863,165
Restricted Stock Units \| EchoStar awards \| Held by DISH DBS employees
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)		41,622

Commitments and Contingencies (Details 3) - USD ($) $ in Thousands					12 Months Ended
	Dec. 20, 2013	Dec. 17, 2013	Oct. 29, 2013	Mar. 09, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2008	Feb. 27, 2014	Dec. 31, 2010
Spectrum Investments
Unrecognized tax benefits					$ 145,884	$ 185,669	$ 190,935			$ 170,226
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement					1 year
Dividend paid to DOC						$ 907,230	$ 3,500,000
Wireless Spectrum
Spectrum Investments
Aggregate reserve price of H Block wireless spectrum	$ 1,564,000
Dish Network
Spectrum Investments
Payment to acquire certain 700 MHz wireless licenses								$ 712,000
700 MHz Interim Build-Out Requirement (as a percent)					35.00%
700 MHz Final Build-Out Requirement (as a percent)					70.00%
Modified 700 MHz Interim Build-Out Requirement (as a percent)			40.00%
Modified 700 MHz Final Build-Out Requirement (as a percent)			70.00%
Accelerated period to meet Modified 700 MHz Build-Out Requirement on failure to meet Modified 700 MHz Interim Build-Out Requirement			1 year
Dish Network \| Subsequent event
Spectrum Investments
Dividend paid to DOC					$ 650,000
Dish Network \| Wireless Spectrum
Spectrum Investments
Extension term of AWS-4 Final Build-Out Requirement			1 year
Payment to meet H Block auction requirements		$ 328,000
Remaining balance amount due of H Block spectrum licenses		$ 1,236,000
Maximum period of payment for clearance cost from issuance of the H Block licenses					30 days
H Block Interim Build-Out Requirement (as a percent)					40.00%
Accelerated period to meet Interim Build-Out Requirement					4 years
Accelerated period to meet Final Build-Out Requirement					10 years
H Block Final Build-Out Requirement (as a percent)					75.00%
Accelerated period to meet Build-Out Requirement on failure					2 years
Accelerated period to meet final Build-Out Requirement on failure					8 years
Dish Network \| Wireless Spectrum \| UTAM, Inc.
Spectrum Investments
Payment for clearance costs associated with the lower H Block spectrum					$ 13,000
Dish Network \| Wireless Spectrum \| Sprint
Spectrum Investments
Payment for clearance costs associated with the upper H Block spectrum					$ 95,000
Dish Network \| Wireless Spectrum \| Subsequent event
Spectrum Investments
Aggregate bid price									$ 1,564,000
Dish Network \| DBSD North America and TerreStar Transactions \| Wireless Spectrum
Spectrum Investments
Purchase price				$ 2,860,000
AWS-4 Interim Build-Out Requirement (as a percent)					40.00%
AWS-4 Final Build-Out Requirement (as a percent)					70.00%
Dish Network \| Networks Inc. Terrestal
Spectrum Investments
Percentage of equity acquired				100.00%

Commitments and Contingencies (Details 5)					1 Months Ended				3 Months Ended	12 Months Ended
Commitments and Contingencies (Details 5)	Dec. 23, 2013 USD ($)	Sep. 09, 2013 item	Oct. 23, 2012 USD ($)	Oct. 11, 2012 USD ($)	May 31, 2012	Jul. 31, 2009 item	Apr. 30, 2009 USD ($)	Jan. 31, 2008 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2013 USD ($) item Patent	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2008 USD ($)	Dec. 31, 2007 Patent	Jun. 21, 2011 USD ($)	Dec. 31, 2010 USD ($)	Mar. 15, 2010 USD ($)
Loss contingencies
General and administrative expenses										$ 617,898,000	$ 616,339,000	$ 570,699,000
Loss Contingency Terms
Litigation expense											730,457,000	(316,949,000)
Garnet Digital
Loss Contingency Terms
Number of companies against whom similar complaints brought \| item		15
LightSquared transaction shareholder derivative actions
Loss contingencies
Number of shareholders who filed lawsuits \| item										5
Loss Contingency Terms
Number of plaintiffs seeking a preliminary injunction \| item										0
Voom Settlement Agreement
Loss contingencies
Claim amount								$ 2,500,000,000
Loss Contingency Terms
Cash paid under settlement agreement			$ 700,000,000
Payments under the multi-year affiliation agreement allocated to the fair value of the Voom Settlement Agreement										$ 54,000,000
Fair value of MVDDS Licenses										$ 24,000,000
Litigation expense											730,000,000
Katz Communications-Patent infringement
Loss Contingency Terms
Number of patents the suit alleges infringement of \| Patent														19
Number of patents remain in the lawsuit \| Patent										4
Number of reexamination petitions pending before patent and trademark office \| item										2
Satellite lease guarantees
Loss contingencies
Guarantees for payments										$ 50,000,000
Guarantee term										P14M
Satellite transponder guarantees
Loss contingencies
Guarantees for payments										$ 375,000,000
ESPN-Affiliation agreements
Loss contingencies
Claim amount							$ 30,000,000						$ 35,000,000
Court ruling															$ 66,000,000		$ 66,000,000
Litigation accrual											71,000,000					$ 42,000,000
Attorneys' fees				$ 5,000,000					$ 71,000,000			$ 24,000,000
General and administrative expenses											$ 5,000,000
Payment of accrued interest									$ 12,000,000
Technology Development Licensing
Loss Contingency Terms
Number of reexamination petitions pending before patent and trademark office \| item						2
Pragmatus \| Minimum
Loss Contingency Terms
Number of plaintiffs seeking a preliminary injunction \| item										40
Hopper litigation \| Maximum
Loss contingencies
Number of days to store HD primetime programs recordings					8 days
Norman IP Holdings
Loss Contingency Terms
Minimum number of autonomous streamlined signal processors \| item										1
Do Not Call Litigation
Loss contingencies
Period of injunctive relief sought from placing any outbound telemarketing calls to market or promote its goods or services										5 years
Do Not Call Litigation \| DISH Network L.L.C.
Loss contingencies
Claim amount	$ 270,000,000
Lightsquared Harbinger Capital Partners LLC
Loss contingencies
Business days allowed to terminate existing agreements										3 days

Related Party Transactions (Details 5) $ in Thousands			1 Months Ended			12 Months Ended
Related Party Transactions (Details 5) $ in Thousands	Nov. 03, 2011 USD ($)	Apr. 29, 2011 USD ($) item	Jan. 31, 2012	Dec. 31, 2011 USD ($)	Sep. 30, 2010 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2010 USD ($)
General and administrative expenses - EchoStar
Cost of sales - equipment, services and other						$ 85,627	$ 96,240	$ 79,563
Tivo Inc
General and administrative expenses - EchoStar
Aggregate of six annual installment amounts between 2012 and 2017, net of contribution from related party										$ 517,000
Reversal of litigation accrual				$ 335,000				335,000
Settlement payment								290,000
Portion of litigation payment related to periods periods prior to 2011								182,000
Portion of litigation payment related to future period prepayments				108,000				108,000
Dish Network's share of remaining litigation payments								190,000
Litigation settlement gross amount related to future periods				298,000				298,000
Reduction in litigation expense								6,000
Sprint Settlement Agreement \| Dish Network
General and administrative expenses - EchoStar
Net payment for agreement settlement	$ 114,000
EchoStar \| TiVo v. Dish Network and EchoStar Corporation
General and administrative expenses - EchoStar
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 \| Receiver Agreement
General and administrative expenses - EchoStar
Notice period to exercise option to extend agreement						1 year
Notice period required to extend the agreement term			180 days
Purchased set-top boxes and other equipment from EchoStar						$ 1,242,000	1,005,000	$ 1,158,000
EchoStar \| Tax Sharing Agreement \| Dish Network
General and administrative expenses - EchoStar
Net amount of the allocated tax attributes payable									$ 83,000
EchoStar \| RUS Implementation Agreement
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity					45 days
Maximum grants receivable					$ 14,000
Cost of sales - equipment, services and other						3,000	$ 7,000
EchoStar \| Patent Cross-License Agreements \| Dish Network \| Maximum
General and administrative expenses - EchoStar
Payments to third party by related party				$ 10,000
Payments to third party by related party under extension option						$ 3,000
EchoStar \| Prior Receiver Agreement \| Minimum
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity			60 days

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Noncontrolling Interest
Balance at Dec. 31, 2010	$ (2,942,560)	$ 1,170,560	$ 3,765	$ (4,116,885)
Increase (Decrease) in Stockholder's Equity
Dividends to DISH Orbital Corporation (Note 15)	(3,500,000)			(3,500,000)
Non-cash, stock-based compensation	31,163	31,163
Income tax (expense) benefit related to stock awards and other	5,958	5,958
Change in unrealized holding gains (losses) on available-for-sale securities, net	(5,215)		(5,215)
Net income (loss) attributable to DISH DBS	1,525,683			1,525,683
Balance at Dec. 31, 2011	(4,884,971)	1,207,681	(1,450)	(6,091,202)
Increase (Decrease) in Stockholder's Equity
Dividends to DISH Orbital Corporation (Note 15)	(915,858)			(915,858)
Non-cash, stock-based compensation	38,573	38,573
Income tax (expense) benefit related to stock awards and other	8,560	8,560
Change in unrealized holding gains (losses) on available-for-sale securities, net	8,047		8,047
Deferred income tax (expense) benefit attributable to unrealized gains (losses) on available-for-sale securities	(517)		(517)
Net income (loss) attributable to DISH DBS	484,266			484,266
Balance at Dec. 31, 2012	(5,261,900)	1,254,814	6,080	(6,522,794)
Increase (Decrease) in Stockholder's Equity
Non-cash, stock-based compensation	29,647	29,647
Income tax (expense) benefit related to stock awards and other	18,788	18,788
Change in unrealized holding gains (losses) on available-for-sale securities, net	8,781		8,781
Deferred income tax (expense) benefit attributable to unrealized gains (losses) on available-for-sale securities	(3,672)		(3,672)
Capital distribution to EchoStar	(3,148)	(3,148)
Noncontrolling interest recognized with acquisition of a controlling interest in subsidiary	2,882				$ 2,882
Net income (loss) attributable to noncontrolling interest	300				(300)
Net income (loss) attributable to DISH DBS	825,022			825,022
Balance at Dec. 31, 2013	$ (4,383,900)	$ 1,300,101	$ 11,189	$ (5,697,772)	$ 2,582

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Dec. 31, 2011
6 3/8% Senior Notes Due 2011
Long-term debt
Senior Notes, interest rate (as a percent)	6.375%

Organization and Business Activities	12 Months Ended
Organization and Business Activities	Dec. 31, 2013
Organization and Business Activities
Organization and Business Activities	1. Organization and Business Activities *Principal Business* DISH DBS Corporation (which together with its subsidiaries is referred to as “DISH DBS,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) is a holding company and an indirect, wholly-owned subsidiary of DISH Network Corporation (“DISH Network”). DISH DBS was formed under Colorado law in January 1996 and its common stock is held by DISH Orbital Corporation (“DOC”), a direct subsidiary of DISH Network. We operate the DISH® branded direct broadcast satellite (“DBS”) pay-TV service in the United States. The DISH branded pay-TV service consists of Federal Communications Commission (“FCC”) licenses authorizing us to use DBS and Fixed Satellite Service (“FSS”) spectrum, our satellites, receiver systems, third-party broadcast operations, customer service facilities, a leased fiber network, in-home service and call center operations, and certain other assets utilized in our operations.

Financial Information for Subsidiary Guarantors	12 Months Ended
Financial Information for Subsidiary Guarantors	Dec. 31, 2013
Financial Information for Subsidiary Guarantors
Financial Information for Subsidiary Guarantors	12. Financial Information for Subsidiary Guarantors Our senior notes are fully, unconditionally and jointly and severally guaranteed by all of our subsidiaries other than minor subsidiaries and the stand alone entity DISH DBS has no independent assets or operations. Therefore, supplemental financial information on a condensed consolidating basis of the guarantor subsidiaries is not required. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries, except those imposed by applicable law.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2013
Subsequent Events
Subsequent Events	16. Subsequent Events Related Party Transactions with EchoStar Satellite and Tracking Stock Transaction with EchoStar. To improve our position in the growing consumer satellite broadband market, among other reasons, on February 20, 2014, we entered into agreements with EchoStar to implement a transaction pursuant to which, among other things: (i) on March 1, 2014, we transferred to EchoStar and Hughes Satellite Systems Corporation (“HSSC”), a wholly-owned subsidiary of EchoStar, five satellites (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV, including related in-orbit incentive obligations and interest payments of approximately $59 million) and approximately $11 million in cash in exchange for shares of a series of preferred tracking stock issued by EchoStar and shares of a series of preferred tracking stock issued by HSSC; and (ii) beginning on March 1, 2014, we lease back certain satellite capacity on these five satellites (collectively, the “Satellite and Tracking Stock Transaction”). The Satellite and Tracking Stock Transaction with EchoStar for EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV will result in operating lease obligations of $148 million due 2014, $175 million due 2015, $123 million due 2016, $102 million due 2017, $102 million due 2018 and $329 million due thereafter. The Satellite and Tracking Stock Transaction with EchoStar for EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV will also result in a reduction of our long-term debt obligations associated with our in-orbit incentive payments of $5 million due 2014, $5 million due 2015, $4 million due 2016, $4 million due 2017, $4 million due 2018 and $22 million due thereafter and a reduction in our interest expense associated with our in-orbit incentive payments of $3 million due 2014, $2 million due 2015, $2 million due 2016, $2 million due 2017, $1 million due 2018 and $5 million due thereafter. Since these agreements are among entities under common control, we will record the Tracking Stock at EchoStar and HSSC’s historical cost basis for those instruments. Any difference between the historical cost basis of the Tracking Stock received and the net carrying value of the five satellites included in the Satellite and Tracking Stock Transaction will be recorded as a capital transaction in “Additional paid-in capital” on our Consolidated Balance Sheet. The Tracking Stock will be accounted for on a cost basis. The Satellite and Tracking Stock Transaction is further described below: Transaction Agreement. On February 20, 2014, DISH Operating L.L.C. (“DOLLC”) and DISH Network L.L.C. (“DNLLC”, together with DOLLC, the “DISH Investors”) and EchoStar XI Holding L.L.C., all indirect wholly-owned subsidiaries of DISH Network, entered into a Transaction Agreement (the “Transaction Agreement”) with EchoStar, HSSC and Alpha Company LLC, a wholly-owned subsidiary of EchoStar, pursuant to which, on March 1, 2014, we, among other things, transferred to EchoStar and HSSC five of our satellites (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV, including related in-orbit incentive obligations and interest payments of approximately $59 million) and approximately $11 million in cash in exchange for an aggregate of 6,290,499 shares of preferred tracking stock issued by EchoStar and 81.128 shares of preferred tracking stock issued by HSSC (collectively, the “Tracking Stock”). The Tracking Stock generally tracks the residential retail satellite broadband business of Hughes Network Systems, LLC, a wholly-owned subsidiary of HSSC (“Hughes”), including without limitation the operations, assets and liabilities attributed to the Hughes residential retail satellite broadband business (collectively, the “Hughes Retail Group”). The shares of the Tracking Stock issued to the DISH Investors represent an aggregate 80% economic interest in the Hughes Retail Group. The Transaction Agreement includes, among other things, customary mutual provisions for representations, warranties and indemnification. Satellite Capacity Leased from EchoStar. On February 20, 2014, we entered into satellite capacity agreements with certain subsidiaries of EchoStar pursuant to which, beginning March 1, 2014, we, among other things, lease certain satellite capacity on the EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV satellites. The total fees for the services provided under each satellite capacity agreement depends, among other things, upon the number of transponders on the applicable satellite and the length of the lease. The term of each satellite capacity agreement generally terminates upon the earlier of: (i) the end of life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. We generally have the option to renew each satellite capacity agreement 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. Investor Rights Agreement. On February 20, 2014, EchoStar, HSSC and the DISH Investors also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with respect to the Tracking Stock. The Investor Rights Agreement provides, among other things, certain information and consultation rights for the DISH Investors; certain transfer restrictions on the Tracking Stock and certain rights and obligations to offer and sell under certain circumstances (including a prohibition on transfers of the Tracking Stock for one year, with continuing transfer restrictions (including a right of first offer in favor of EchoStar) thereafter, an obligation to sell the Tracking Stock to EchoStar in connection with a change of control of DISH Network and a right to require EchoStar to repurchase the Tracking Stock in connection with a change of control of EchoStar, in each case subject to certain terms and conditions); certain registration rights; certain obligations to provide conversion and exchange rights of the Tracking Stock under certain circumstances; and certain protective covenants afforded to holders of the Tracking Stock. The Investor Rights Agreement generally will terminate as to the DISH Investors at such time as the DISH Investors no longer hold any shares of the HSSC-issued Tracking Stock and any registrable securities under the Investor Rights Agreement.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Current Assets:
Allowance for doubtful accounts on trade accounts receivable - other	$ 15,981	$ 13,834
Allowance for doubtful accounts on trade accounts receivable - EchoStar	$ 0	$ 0
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

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Marketable investment securities and restricted cash and cash equivalents:
Current marketable investment securities		$ 4,117,326	$ 2,269,670
Restricted marketable investment securities		63,902	49,044
Total marketable investment securities		4,181,228	2,318,714
Restricted cash and cash equivalents		18,878	72,617
Total marketable investment securities and restricted cash and cash equivalents		4,200,106	2,391,331
Restricted cash related to litigation released during the period	$ 42,000
Current marketable investment securities - VRDNs
Marketable investment securities and restricted cash and cash equivalents:
Current marketable investment securities		$ 105,854	124,007
Settlement period		5 days
Current marketable investment securities - other
Marketable investment securities and restricted cash and cash equivalents:
Current marketable investment securities		$ 4,011,472	$ 2,145,663

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2012	Dec. 31, 2013	Dec. 31, 2012
Accumulated net unrealized gains (losses)
Accumulated net unrealized gains, before tax, in accumulated other comprehensive income (loss)		$ 15,000	$ 7,000
Accumulated net unrealized gains, net of tax, in accumulated other comprehensive income (loss)		11,000	6,000
Components of available-for-sale investments
Debt securities		4,117,326	2,269,670
Total marketable investment securities		4,181,228	2,318,714
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		18,733	7,741
Unrealized Losses		(3,355)	(1,144)
Unrealized Gains Losses, Net		15,378	6,597
Contractual maturities of restricted and non-restricted marketable investment securities
Debt securities with contractual maturities within one year		3,819,000
Debt securities with contractual maturities extending longer than one year through and including five years		314,000
Debt securities with contractual maturities extending longer than five years through and including ten years		1,000
Debt securities with contractual maturities longer than ten years		21,000
VRDNs
Components of available-for-sale investments
Debt securities		105,854	124,007
Other (including restricted)
Components of available-for-sale investments
Debt security		4,048,851	2,181,064
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		5,447	7,335
Unrealized Losses		(3,355)	(1,144)
Unrealized Gains Losses, Net		2,092	6,191
Equity Securities
Components of available-for-sale investments
Equity securities		26,523	13,643
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		13,286	406
Unrealized Gains Losses, Net		$ 13,286	$ 406
Additional disclosures
Amount of cash consideration for receiving shares of common stock from a single issuer	$ 0

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 3) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Fair value of marketable investment securities in a loss position
Total	$ 2,040,282	$ 753,784
Unrealized loss on marketable investment securities in a loss position
Total	(3,355)	(1,144)
Debt Securities
Fair value of marketable investment securities in a loss position
Less than 12 Months	2,002,239	724,739
12 Months or More	38,043	29,045
Unrealized loss on marketable investment securities in a loss position
Less than 12 months	(2,820)	(865)
12 months or More	$ (535)	$ (279)

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 4) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Fair value of marketable securities
Debt securities	$ 4,117,326	$ 2,269,670
Total marketable investment securities	4,181,228	2,318,714
Transfer of investments from Level 1 to Level 2	0
Transfer of investments from Level 2 to Level 1	0
VRDNs
Fair value of marketable securities
Debt securities	105,854	124,007
Other (including restricted)
Fair value of marketable securities
Debt security	4,048,851	2,181,064
Equity Securities
Fair value of marketable securities
Equity securities	26,523	13,643
Fair value measurements on recurring basis \| Total
Fair value of marketable securities
Cash equivalents (including restricted)	3,743,328	3,014,946
Total marketable investment securities	4,181,228	2,318,714
Fair value measurements on recurring basis \| Total \| VRDNs
Fair value of marketable securities
Debt securities	105,854	124,007
Fair value measurements on recurring basis \| Total \| Other (including restricted)
Fair value of marketable securities
Debt security	4,048,851	2,181,064
Fair value measurements on recurring basis \| Total \| Equity Securities
Fair value of marketable securities
Equity securities	26,523	13,643
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	275,277	59,386
Total marketable investment securities	26,523	13,643
Fair value measurements on recurring basis \| Level 1 \| Equity Securities
Fair value of marketable securities
Equity securities	26,523	13,643
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash equivalents (including restricted)	3,468,051	2,955,560
Total marketable investment securities	4,154,705	2,305,071
Fair value measurements on recurring basis \| Level 2 \| VRDNs
Fair value of marketable securities
Debt securities	105,854	124,007
Fair value measurements on recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt security	$ 4,048,851	$ 2,181,064

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Inventory
Finished goods	$ 299,975	$ 259,274
Raw materials	102,563	122,758
Work-in-process	110,108	82,361
Total inventory	$ 512,646	$ 464,393

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2013
Property and Equipment
Total property and equipment	$ 5,955,588		$ 6,072,434
Accumulated depreciation	(2,948,204)		(3,093,111)
Property and equipment, net	3,007,384		$ 2,979,323
Minimum
Property and Equipment
Depreciable life of assets			1 year
Maximum
Property and Equipment
Depreciable life of assets			40 years
Equipment leased to customers
Property and Equipment
Total property and equipment	3,424,911		$ 3,496,994
Equipment leased to customers \| Minimum
Property and Equipment
Depreciable life of assets			2 years
Equipment leased to customers \| Maximum
Property and Equipment
Depreciable life of assets			5 years
EchoStar I
Property and Equipment
Total property and equipment	201,607		$ 201,607
Depreciable life of assets			12 years
EchoStar VII
Property and Equipment
Total property and equipment	$ 177,000		$ 177,000
Depreciable life of assets	15 years	12 years	15 years
EchoStar X
Property and Equipment
Total property and equipment	$ 177,192		$ 177,192
Depreciable life of assets	15 years	12 years	15 years
EchoStar XI
Property and Equipment
Total property and equipment	$ 200,198		$ 200,198
Depreciable life of assets	15 years	12 years	15 years
EchoStar XIV
Property and Equipment
Total property and equipment	$ 316,541		$ 316,541
Depreciable life of assets			15 years
EchoStar XV
Property and Equipment
Total property and equipment	277,658		$ 277,658
Depreciable life of assets			15 years
Satellites acquired under capital lease agreements
Property and Equipment
Total property and equipment	499,819		$ 499,819
Satellites acquired under capital lease agreements \| Minimum
Property and Equipment
Depreciable life of assets			10 years
Satellites acquired under capital lease agreements \| Maximum
Property and Equipment
Depreciable life of assets			15 years
Furniture, fixtures, equipment and other
Property and Equipment
Total property and equipment	580,588		$ 600,439
Furniture, fixtures, equipment and other \| Minimum
Property and Equipment
Depreciable life of assets			1 year
Furniture, fixtures, equipment and other \| Maximum
Property and Equipment
Depreciable life of assets			10 years
Buildings and improvements
Property and Equipment
Total property and equipment	74,398		$ 80,439
Buildings and improvements \| Minimum
Property and Equipment
Depreciable life of assets			1 year
Buildings and improvements \| Maximum
Property and Equipment
Depreciable life of assets			40 years
Land
Property and Equipment
Total property and equipment	5,207		$ 5,504
Construction in progress
Property and Equipment
Total property and equipment	20,469		39,043
Construction in progress \| Computer hardware projects
Property and Equipment
Total property and equipment	2,115		20,216
Construction in progress \| Software projects
Property and Equipment
Total property and equipment	6,088		15,017
Construction in progress \| Other
Property and Equipment
Total property and equipment	$ 12,266		$ 3,810

Property and Equipment (Details 2) $ in Thousands	12 Months Ended
Property and Equipment (Details 2) $ in Thousands	Dec. 31, 2013 USD ($) item	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)
Depreciation and amortization expense
Depreciation and amortization expense	$ 905,987	$ 898,682	$ 904,955
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization expense	739,266	649,394	725,904
Satellites
Depreciation and amortization expense
Depreciation and amortization expense	108,682	123,431	128,352
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization expense	$ 58,039	58,081	$ 50,699
148 degree orbital location
Depreciation and amortization expense
Depreciation and amortization expense		$ 67,776
DBS satellites
Depreciation and amortization expense
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator \| item	14
Owned Satellites \| item	6
Number of satellites utilized under operating lease \| item	6
Number of satellites utilized under capital lease \| item	2

Property and Equipment (Details 3) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
Property and Equipment (Details 3) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2013 USD ($) satellite	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)
Property and Equipment
Number of other satellites to be relocated in the event of failure or loss of any satellite \| satellite				1
Depreciation and amortization expense				$ 905,987	$ 898,682	$ 904,955
Minimum
Property and Equipment
Estimate Useful life of assets				1 year
Maximum
Property and Equipment
Estimate Useful life of assets				40 years
EchoStar I
Property and Equipment
Estimate Useful life of assets				12 years
EchoStar VII
Property and Equipment
Estimate Useful life of assets		15 years	12 years	15 years
EchoStar X
Property and Equipment
Estimate Useful life of assets		15 years	12 years	15 years
EchoStar XI
Property and Equipment
Estimate Useful life of assets		15 years	12 years	15 years
EchoStar XIV
Property and Equipment
Estimate Useful life of assets				15 years
EchoStar XV
Property and Equipment
Estimate Useful life of assets				15 years
EchoStar XII
Property and Equipment
Estimate Useful life of assets	18 months
EchoStar XVIII
Property and Equipment
Estimate Useful life of assets				15 years
148 degree orbital location
Property and Equipment
Depreciation and amortization expense					$ 67,776

Long-Term Debt (Details) - USD ($) $ in Thousands							3 Months Ended	12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 02, 2013	May 28, 2013	Apr. 05, 2013	Jul. 26, 2012	May 16, 2012	May 05, 2011	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2013	Dec. 27, 2012
Long-term debt
Interest rate (as a percent)								7.00%
Premiums, interest expense and deferred financing costs, as applicable								$ 878,550	$ 647,298	$ 552,036
7 % Senior Notes due 2013
Long-term debt
Interest rate (as a percent)	7.00%							7.00%	7.00%		7.00%
Debt repurchased											$ 49,000
Principal balance of debt redeemed	$ 451,000							$ 500,000
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%
6 5/8% Senior Notes due 2014
Long-term debt
Interest rate (as a percent)								6.625%	6.625%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%
Annual Debt Service Requirements								$ 66,250
7 3/4% Senior Notes due 2015
Long-term debt
Interest rate (as a percent)								7.75%	7.75%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%
Annual Debt Service Requirements								$ 58,125
7 1/8% Senior Notes due 2016
Long-term debt
Interest rate (as a percent)								7.125%	7.125%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%
Annual Debt Service Requirements								$ 106,875
4 5/8% Senior Notes due 2017
Long-term debt
Interest rate (as a percent)					4.625%			4.625%	4.625%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control					101.00%
Aggregate principal amount					$ 900,000
Term of debt instrument					5 years
Debt instrument issuance as a percentage of the face amount					100.00%
Annual Debt Service Requirements								$ 41,625
4 5/8% Senior Notes due 2017 \| Redemption Prior to July 15, 2015
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions					35.00%
5% Senior Notes due 2017
Long-term debt
Interest rate (as a percent)		5.00%
Redemption price as a percentage of principal amount								100.00%
Aggregate principal amount		$ 1,250,000
Term of debt instrument		4 years
Debt instrument issuance as a percentage of the face amount		100.00%
Premiums, interest expense and deferred financing costs, as applicable							$ 7,000
4 1/4% Senior Notes due 2018
Long-term debt
Interest rate (as a percent)			4.25%					4.25%	4.25%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control			101.00%
Aggregate principal amount			$ 1,200,000
Term of debt instrument			5 years
Debt instrument issuance as a percentage of the face amount			100.00%
Annual Debt Service Requirements								$ 51,000
4 1/4% Senior Notes due 2018 \| Redemption Prior to April 1, 2016
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions			35.00%
7 7/8% Senior Notes due 2019
Long-term debt
Interest rate (as a percent)								7.875%	7.875%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%
Annual Debt Service Requirements								$ 110,250
5 1/8% Senior Notes due 2020
Long-term debt
Interest rate (as a percent)			5.125%					5.125%	5.125%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control			101.00%
Aggregate principal amount			$ 1,100,000
Term of debt instrument			7 years
Debt instrument issuance as a percentage of the face amount			100.00%
Annual Debt Service Requirements								$ 56,375
5 1/8% Senior Notes due 2020 \| Redemption Prior to May 1, 2016
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions			35.00%
6 3/4% Senior Notes due 2021
Long-term debt
Interest rate (as a percent)						6.75%		6.75%	6.75%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control						101.00%
Aggregate principal amount						$ 2,000,000
Term of debt instrument						10 years
Debt instrument issuance as a percentage of the face amount						99.093%
Annual Debt Service Requirements								$ 135,000
6 3/4% Senior Notes due 2021 \| Redemption Prior to June 1, 2014
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions						35.00%
5 7/8% Senior Notes due 2022
Long-term debt
Interest rate (as a percent)					5.875%			5.875%	5.875%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control					101.00%
Aggregate principal amount				$ 1,000,000	$ 1,000,000
Term of debt instrument				10 years	10 years
Debt instrument issuance as a percentage of the face amount				100.75%	100.00%
Annual Debt Service Requirements								$ 117,500
5 7/8% Senior Notes due 2022 \| Redemption Prior to July 15, 2015
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions					35.00%
5% Senior Notes due 2023
Long-term debt
Interest rate (as a percent)								5.00%	5.00%			5.00%
Redemption price as a percentage of principal amount								100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control												101.00%
Aggregate principal amount												$ 1,500,000
Debt instrument issuance as a percentage of the face amount												100.00%
Annual Debt Service Requirements								$ 75,000
5% Senior Notes due 2023 \| Redemption Prior to March 15, 2016
Long-term debt
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions												35.00%
6 1/4% Senior Notes due 2023
Long-term debt
Interest rate (as a percent)		6.25%
Aggregate principal amount		$ 1,350,000
Term of debt instrument		10 years
Debt instrument issuance as a percentage of the face amount		100.00%
Premiums, interest expense and deferred financing costs, as applicable							$ 23,000

Long-Term Debt (Details 2) - USD ($) $ in Thousands		12 Months Ended
Long-Term Debt (Details 2) - USD ($) $ in Thousands	Oct. 02, 2013	Dec. 31, 2013	Sep. 30, 2013	Apr. 05, 2013	Dec. 31, 2012	Dec. 27, 2012	May 16, 2012	May 05, 2011
Long-term debt
Carrying Value		$ 13,409,313			$ 11,615,427
Fair Value		14,025,557			12,783,027
Capital lease obligations		219,902			248,304
Total long-term debt and capital lease obligations (including current portion)		$ 13,629,215			11,863,731
Interest rate (as a percent)		7.00%
7 % Senior Notes due 2013
Long-term debt
Carrying Value					500,000
Fair Value					$ 521,875
Interest rate (as a percent)	7.00%	7.00%	7.00%		7.00%
Debt repurchased			$ 49,000
Principal balance of debt redeemed	$ 451,000	$ 500,000
6 5/8% Senior Notes due 2014
Long-term debt
Carrying Value		1,000,000			$ 1,000,000
Fair Value		$ 1,040,200			$ 1,078,500
Interest rate (as a percent)		6.625%			6.625%
Principal balance reclassified to current portion of long-term debt and capital lease obligations		$ 1,000,000
7 3/4% Senior Notes due 2015
Long-term debt
Carrying Value		750,000			$ 750,000
Fair Value		$ 813,750			$ 844,725
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		$ 1,657,500			$ 1,683,750
Interest rate (as a percent)		7.125%			7.125%
4 5/8% Senior Notes due 2017
Long-term debt
Carrying Value		$ 900,000			$ 900,000
Fair Value		$ 946,962			$ 940,500
Interest rate (as a percent)		4.625%			4.625%		4.625%
4 1/4% Senior Notes due 2018
Long-term debt
Carrying Value		$ 1,200,000
Fair Value		$ 1,221,792
Interest rate (as a percent)		4.25%		4.25%	4.25%
7 7/8% Senior Notes due 2019
Long-term debt
Carrying Value		$ 1,400,000			$ 1,400,000
Fair Value		$ 1,603,000			$ 1,669,500
Interest rate (as a percent)		7.875%			7.875%
5 1/8% Senior Notes due 2020
Long-term debt
Carrying Value		$ 1,100,000
Fair Value		$ 1,104,950
Interest rate (as a percent)		5.125%		5.125%	5.125%
6 3/4% Senior Notes due 2021
Long-term debt
Carrying Value		$ 2,000,000			$ 2,000,000
Fair Value		$ 2,122,500			$ 2,280,000
Interest rate (as a percent)		6.75%			6.75%			6.75%
5 7/8% Senior Notes due 2022
Long-term debt
Carrying Value		$ 2,000,000			$ 2,000,000
Fair Value		$ 1,997,500			$ 2,150,000
Interest rate (as a percent)		5.875%			5.875%		5.875%
5% Senior Notes due 2023
Long-term debt
Carrying Value		$ 1,500,000			$ 1,500,000
Fair Value		$ 1,458,090			$ 1,548,750
Interest rate (as a percent)		5.00%			5.00%	5.00%
Mortgages and other notes payable
Long-term debt
Carrying Value		$ 59,313			$ 65,427
Fair Value		$ 59,313			$ 65,427

Long-Term Debt (Details 3) - USD ($) $ in Thousands	12 Months Ended
Long-Term Debt (Details 3) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012
Other long-term debt and capital lease obligations
Total	$ 279,215	$ 313,731
Less current portion	(32,607)	(34,787)
Other long-term debt and capital lease obligations, net of current portion	246,608	278,944
Satellite and other capital lease obligations
Other long-term debt and capital lease obligations
Total	219,902	248,304
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13%
Other long-term debt and capital lease obligations
Total	$ 59,313	$ 65,427
Interest rate, low end of range (as a percent)	6.00%
Interest rate, high end of range (as a percent)	13.00%

Long-Term Debt (Details 4) - USD ($) $ in Thousands	12 Months Ended
Long-Term Debt (Details 4) - USD ($) $ in Thousands	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Capital lease obligations
Estimated fair value of satellites acquired under capital leases	$ 500,000	$ 500,000
Accumulated depreciation on satellites acquired under capital leases	236,000	194,000
Depreciation expense - capital leases	43,000	$ 43,000	$ 43,000
Future minimum lease payments under the capital lease obligation, together with the present value of the net minimum lease payments
2014	77,944
2015	76,007
2016	76,007
2017	76,007
2018	75,982
Thereafter	162,331
Total minimum lease payments	544,278
Less: Amount representing lease of the orbital location and estimated executory costs (primarily insurance and maintenance) including profit thereon, included in total minimum lease payments	(254,832)
Net minimum lease payments	289,446
Less: Amount representing interest	(69,544)
Present value of net minimum lease payments	219,902
Less: Current portion	(26,829)
Long-term portion of capital lease obligations	$ 193,073
FSS Satellite Anik F3
Capital lease obligations
Ku-band capacity leased (as a percent)	100.00%
Term of capital lease	15 years
Canadian DBS Satellite Ciel II
Capital lease obligations
Satellite capacity leased (as a percent)	100.00%
Initial term of capital lease	10 years

Stock-Based Compensation (Details)			1 Months Ended		12 Months Ended
Stock-Based Compensation (Details)	Dec. 28, 2012 $ / shares	Dec. 02, 2011 $ / shares	Jan. 31, 2013 employee $ / shares shares	Jan. 31, 2012 employee $ / shares shares	Dec. 31, 2013 shares	Dec. 31, 2012 shares	Dec. 31, 2011 shares	Dec. 31, 2010 shares
DISH Network Awards
Stock-Based Compensation
Percentage of stock awards vesting per year (as a percent)					20.00%
Class A common stock \| DISH Network Awards
Stock-Based Compensation
Shares of common stock available for future grant under stock incentive plans					69,700,000
Dividend in cash per share (in dollars per share) \| $ / shares	$ 1.00	$ 2.00
Class B common stock \| DISH Network Awards
Stock-Based Compensation
Dividend in cash per share (in dollars per share) \| $ / shares	$ 1.00	$ 2.00
Stock Options \| Maximum
Stock-Based Compensation
Expiration term					10 years
Stock Options \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)					11,938,090	13,018,490	17,640,074	18,447,004
Stock Options \| Class A common stock \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)					11,900,000
Stock Options \| Long-Term Performance Based Plans \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)					6,468,500	6,400,700	8,022,975
Stock Options \| 2012 stock option adjustment \| DISH Network Awards
Stock-Based Compensation
Number of stock options subject to an exercise price change in connection with the Stock Option Adjustment (in shares)			12,900,000
Number of employees affected by stock option adjustment \| employee			400
Reduction in exercise price due to dividend declaration (in dollars per share) \| $ / shares			$ 0.77
Stock Options \| 2011 stock option adjustment \| DISH Network 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 Network Awards
Stock-Based Compensation
Restricted stock units outstanding (in shares)					1,863,165	1,076,748	1,179,709	1,271,984
Restricted Stock Units \| Long-Term Performance Based Plans \| DISH Network Awards
Stock-Based Compensation
Restricted stock units outstanding (in shares)					1,863,165	1,076,748	1,179,709

Stock-Based Compensation (Details 6) - Stock Options - DISH Network Awards $ in Thousands	Dec. 31, 2013 USD ($)
Aggregate intrinsic value
Aggregate intrinsic value of stock options outstanding	$ 422,987
Aggregate intrinsic value of stock options exercisable	$ 162,600

Stock-Based Compensation (Details 10) - $ / shares			12 Months Ended
Stock-Based Compensation (Details 10) - $ / shares	Dec. 28, 2012	Dec. 02, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Class A common stock \| DISH Network Awards
Black-Scholes option valuation model, assumptions
Dividend in cash per share (in dollars per share)	$ 1.00	$ 2.00
Class B common stock \| DISH Network Awards
Black-Scholes option valuation model, assumptions
Dividend in cash per share (in dollars per share)	$ 1.00	$ 2.00
Stock Options
Black-Scholes option valuation model, assumptions
Risk-free interest rate, low end of range (as a percent)			0.91%	0.41%	0.36%
Risk-free interest rate, high end of range (as a percent)			2.66%	1.29%	3.18%
Volatility factor, low end of range (as a percent)			32.37%	33.15%	31.74%
Volatility factor, high end of range (as a percent)			39.87%	39.50%	45.56%
Dividend yield (as a percent)			0.00%	0.00%	0.00%
Stock Options \| Maximum
Black-Scholes option valuation model, assumptions
Expected term of options			10 years	5 years 10 months 24 days	10 years
Weighted-average fair value of options granted (in dollars per share)			$ 21.09	$ 13.79	$ 14.77
Stock Options \| Minimum
Black-Scholes option valuation model, assumptions
Expected term of options			5 years 7 months 6 days	3 years 1 month 6 days	3 years 7 months 6 days
Weighted-average fair value of options granted (in dollars per share)			$ 14.49	$ 6.72	$ 8.73

Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2013 USD ($)
Commitment and Contingencies
Total	$ 23,264,157
2014	3,994,594
2015	2,235,622
2016	2,774,378
2017	1,942,598
2018	2,139,735
Thereafter	10,177,230
Long-term debt obligations
Commitment and Contingencies
Total	13,409,313
2014	1,005,778
2015	756,159
2016	1,504,669
2017	904,903
2018	1,205,197
Thereafter	8,032,607
Capital lease obligations
Commitment and Contingencies
Total	219,902
2014	26,829
2015	27,372
2016	30,058
2017	32,994
2018	36,175
Thereafter	66,474
Interest expense on long-term debt and capital lease obligations
Commitment and Contingencies
Total	4,718,745
2014	838,801
2015	741,005
2016	655,467
2017	599,028
2018	528,620
Thereafter	1,355,824
Satellite-related obligations
Commitment and Contingencies
Total	1,717,153
2014	250,741
2015	230,225
2016	230,138
2017	225,464
2018	225,246
Thereafter	555,339
Operating lease obligations
Commitment and Contingencies
Total	179,355
2014	45,868
2015	36,204
2016	31,793
2017	15,150
2018	8,438
Thereafter	41,902
Purchase obligations
Commitment and Contingencies
Total	3,019,689
2014	1,826,577
2015	444,657
2016	322,253
2017	165,059
2018	136,059
Thereafter	$ 125,084

Commitments and Contingencies (Details 2) $ in Thousands	Feb. 20, 2014 USD ($) item	Dec. 31, 2013 USD ($)
Operating lease obligations
2014		$ 3,994,594
2015		2,235,622
2016		2,774,378
2017		1,942,598
2018		2,139,735
Thereafter		10,177,230
Transferred Satellites-related obligations \| Subsequent event
Operating lease obligations
2014	$ 148,000
2015	175,000
2016	123,000
2017	102,000
2018	102,000
Thereafter	329,000
Long-term debt obligations
Operating lease obligations
2014		1,005,778
2015		756,159
2016		1,504,669
2017		904,903
2018		1,205,197
Thereafter		8,032,607
Long-term debt obligations \| Subsequent event
Reduction in contractual obligation
2014	5,000
2015	5,000
2016	4,000
2017	4,000
2018	4,000
Thereafter	22,000
Interest expense on long-term debt and capital lease obligations
Operating lease obligations
2014		838,801
2015		741,005
2016		655,467
2017		599,028
2018		528,620
Thereafter		$ 1,355,824
Interest expense on long-term debt and capital lease obligations \| Subsequent event
Reduction in contractual obligation
2014	3,000
2015	2,000
2016	2,000
2017	2,000
2018	1,000
Thereafter	$ 5,000
Satellite and Tracking Stock Transaction \| EchoStar and HSSC \| Subsequent event
Commitments
Number of owned satellites transferred and leased back \| item	5
Obligations and interest payments transferred	$ 59,000
Cash in exchange for shares of series of preferred tracking stock issued	$ 11,000

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands								12 Months Ended
	Dec. 27, 2012	Dec. 02, 2012	Oct. 02, 2012	Nov. 30, 2011	Nov. 01, 2011	Aug. 10, 2011	Apr. 19, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Related Party Transactions with DISH Network
Net satellite broadband assets distributed to DISH Network									$ 8,628
Aggregate dividend declared									915,858	$ 3,500,000
Dividend paid to DOC									907,230	3,500,000
Subscriber-related revenue								$ 13,559,511	13,038,611	12,959,025
Subscriber-related expenses								7,677,111	7,246,104	6,841,760
Expenses associated with services								10,000	11,000	2,000
Dish Network
Related Party Transactions with DISH Network
Distribution to DOC of the assets and liabilities associated with satellite broadband business			$ 66,000
Net satellite broadband assets distributed to DISH Network			9,000
Deemed dividend			$ 57,000
Aggregate dividend declared		$ 453,000			$ 893,000
Dividend paid to DOC	$ 850,000			$ 1,300,000		$ 700,000	$ 1,500,000
Subscriber-related revenue								15,000
Dish Network \| Subsequent event
Related Party Transactions with DISH Network
Dividend paid to DOC								650,000
Dish Network \| Class A common stock
Related Party Transactions with DISH Network
Dividend declared (in dollars per share)		$ 1.00			$ 2.00
Dish Network \| Class B common stock
Related Party Transactions with DISH Network
Dividend declared (in dollars per share)		$ 1.00			$ 2.00
Blockbuster, Inc.
Related Party Transactions with DISH Network
Subscriber-related expenses								$ 11,000	$ 21,000	$ 4,000

Related Party Transactions (Details 2) - EchoStar - item			1 Months Ended	12 Months Ended
	Jan. 02, 2014	Jan. 02, 2013	May 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Remanufactured Receiver Agreement \| Minimum
Equipment sales, services and other revenue - EchoStar
Minimum required notice period for termination of agreement by related party				60 days
Professional Services Agreement \| Dish Network
Equipment sales, services and other revenue - EchoStar
Agreement term	1 year
Automatic renewal period				1 year
Minimum notice period for termination of agreement				60 days
Minimum notice period for termination of a specific service				30 days
Management Services Agreement \| Dish Network
Equipment sales, services and other revenue - EchoStar
Automatic renewal period		1 year
El Paso Lease Agreement \| Dish Network
Equipment sales, services and other revenue - EchoStar
Number of consecutive three year renewal options					4
Term of renewal option					3 years
EchoStar XV
Equipment sales, services and other revenue - EchoStar
Notice period for termination of agreement			30 days

Related Party Transactions (Details 3) $ in Millions				1 Months Ended		3 Months Ended		12 Months Ended
Related Party Transactions (Details 3) $ in Millions	Mar. 02, 2014	Dec. 21, 2012	Jan. 02, 2012	May 31, 2012	May 31, 2010	Sep. 30, 2013 USD ($)	Sep. 30, 2012 transponder	Dec. 31, 2013	Dec. 31, 2009 transponder	Dec. 31, 2008 transponder
EchoStar XVI
Satellite and transmission expenses - EchoStar
Notice period to exercise option to extend agreement								6 years
EchoStar \| Certain Sports Related Programming Broadcast Agreement
Satellite and transmission expenses - EchoStar
Agreement term					10 years
EchoStar \| EchoStar VIII
Satellite and transmission expenses - EchoStar
Notice period for termination of agreement	30 days
EchoStar \| EchoStar XVI
Satellite and transmission expenses - EchoStar
Agreement term from commencement of service date		4 years							10 years
Notice period to exercise option to extend agreement								6 years
Additional term of renewal option								5 years
EchoStar \| DISH Nimiq 5 Agreement
Satellite and transmission expenses - EchoStar
Agreement term									10 years
Agreement term with third party									15 years
Number of DBS transponders available to receive services									32
Number of DBS transponders currently used									32
EchoStar \| QuetzSat-1 Lease Agreement
Satellite and transmission expenses - EchoStar
Agreement term with third party										10 years
Number of DBS transponders currently used										32
Number of DBS transponders expected to receive services										24
Number of transponders subleased							5
EchoStar \| 103 degree orbital location member
Satellite and transmission expenses - EchoStar
Agreement term				10 years
Payments to the related party \| $						$ 23
Net book value of asset \| $						20
Capital distribution \| $						$ 3
Agreement term from commencement of service date								10 years
EchoStar \| TT&C Agreement
Satellite and transmission expenses - EchoStar
Required notice period for termination by the reporting entity								60 days
EchoStar \| Prior Broadcast Agreement \| Minimum
Satellite and transmission expenses - EchoStar
Required notice period for termination by the reporting entity			60 days
EchoStar \| Prior TT&C Agreement
Satellite and transmission expenses - EchoStar
Required notice period for termination by the reporting entity			60 days

Related Party Transactions (Details 4) - EchoStar - item			12 Months Ended
	Feb. 23, 2010	Jan. 02, 2010	Dec. 31, 2013
Product Support Agreement \| Minimum
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity			60 days
Inverness Lease Agreement
General and administrative expenses - EchoStar
Required notice period for termination of agreement			6 months
Gilbert Lease Agreement
General and administrative expenses - EchoStar
Minimum notice period for termination of agreement			30 days
DISH Online.com Services Agreement
General and administrative expenses - EchoStar
Number of successive one year renewal options			3
Term of renewal option exercised			1 year
Agreement term		2 years
DISH Online.com Services Agreement \| Minimum
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity			120 days
DISH Remote Access Services Agreement
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity			120 days
Agreement term	5 years
Automatic renewal period			1 year
Sling Service Services Agreement
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity			120 days
Agreement term	5 years
Automatic renewal period			1 year
Application Development Agreement
General and administrative expenses - EchoStar
Minimum notice period for termination of agreement			90 days
Automatic renewal period			1 year
XiP Encryption Agreement
General and administrative expenses - EchoStar
Required notice period for termination of agreement			180 days
Notice period to exercise option to extend agreement			1 year
Minimum notice period for termination of agreement			30 days
Notice period required to extend the agreement term			180 days
Santa Fe Lease Agreement
General and administrative expenses - EchoStar
Notice period to exercise option to extend agreement			1 year