Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2012	Aug. 01, 2012 Class A common stock	Aug. 01, 2012 Class B common stock
Entity Registrant Name	DISH Network CORP
Entity Central Index Key	0001001082
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	true
Amendment Description	We are filing this Form 10-Q/A to amend our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, originally filed with the Securities and Exchange Commission (“SEC”) on August 8, 2012 (the “Form 10-Q”). The sole purpose of the amendment is to correct the number of shares of our Class A Common Stock outstanding as of August 1, 2012 set forth on the cover of the Form 10-Q. This Form 10-Q/A continues to speak as of the date of the Form 10-Q and no attempt has been made in this Form 10-Q/A to modify or update disclosures in the original Form 10-Q except as noted above. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related disclosures and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 10-Q with the SEC. In particular, any forward-looking statements included in this Form 10-Q/A represent management’s view as of the filing date of the Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the filing of the Form 10-Q, including any amendments to those filings.
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		212,215,601	238,435,208
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 2,595,694	$ 609,108
Marketable investment securities (Note 5)	2,243,493	1,431,745
Trade accounts receivable - other, net of allowance for doubtful accounts of $14,633 and $12,350, respectively	814,686	778,443
Trade accounts receivable - EchoStar, net of allowance for doubtful accounts of zero	16,140	16,374
Inventory	647,222	707,151
Deferred tax assets	44,417	73,014
Other current assets	135,376	131,988
Total current assets	6,497,028	3,747,823
Noncurrent Assets:
Restricted cash and marketable investment securities (Note 5)	133,970	132,435
Property and equipment, net of accumulated depreciation of $2,964,479 and $2,862,626, respectively (Note 7 and 8)	4,347,672	3,169,891
FCC authorizations (Note 7 and 8)	3,272,665	1,391,441
Marketable and other investment securities (Note 5)	106,518	112,132
Investment in DBSD North America (Note 8)		1,297,614
TerreStar Transaction (Note 8)		1,345,000
Other noncurrent assets, net	163,310	273,895
Total noncurrent assets	8,024,135	7,722,408
Total assets	14,521,163	11,470,231
Current Liabilities:
Trade accounts payable - other	209,429	225,556
Trade accounts payable - EchoStar	255,829	229,852
Deferred revenue and other	841,370	832,390
Accrued programming	1,172,777	1,067,625
Litigation accrual (Note 11)	70,999	65,580
Other accrued expenses	930,795	763,863
Current portion of long-term debt and capital lease obligations (Note 9)	34,498	35,645
Total current liabilities	3,515,697	3,220,511
Long-Term Obligations, Net of Current Portion:
Long-term debt and capital lease obligations, net of current portion (Note 9)	9,364,972	7,458,134
Deferred tax liabilities	1,259,928	974,414
Long-term deferred revenue, distribution and carriage payments and other long-term liabilities	208,188	236,175
Total long-term obligations, net of current portion	10,833,088	8,668,723
Total liabilities	14,348,785	11,889,234
Commitments and Contingencies (Note 11)
Stockholders' Equity (Deficit):
Additional paid-in capital	2,380,686	2,274,005
Accumulated other comprehensive income (loss)	(19,063)	82,043
Accumulated earnings (deficit)	(625,948)	(1,211,990)
Treasury stock, at cost	(1,569,459)	(1,569,459)
Total DISH Network stockholders' equity (deficit)	171,282	(420,370)
Noncontrolling interest	1,096	1,367
Total stockholders' equity (deficit)	172,378	(419,003)
Total liabilities and stockholders' equity (deficit)	14,521,163	11,470,231
Class A common stock
Stockholders' Equity (Deficit):
Common stock	2,682	2,647
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 2,384	$ 2,384

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current Assets:
Allowance for doubtful accounts on trade accounts receivable - other	$ 14,633	$ 12,350
Allowance for doubtful accounts on trade accounts receivable - EchoStar	0	0
Noncurrent Assets:
Property and equipment, accumulated depreciation	$ 2,964,479	$ 2,862,626
Class A common stock
Common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	268,243,361	264,732,074
Common stock, shares outstanding	212,125,101	208,613,814
Class B common stock
Common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	238,435,208	238,435,208
Common stock, shares outstanding	238,435,208	238,435,208
Class C common stock
Common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue:
Subscriber-related revenue	$ 3,295,831	$ 3,311,340	$ 6,520,296	$ 6,510,439
Equipment and merchandise sales, rental and other revenue	270,257	270,018	620,994	286,019
Equipment sales, services and other revenue - EchoStar	5,678	8,803	12,345	17,834
Total revenue	3,571,766	3,590,161	7,153,635	6,814,292
Costs and Expenses (exclusive of depreciation shown separately below - Note 7):
Subscriber-related expenses	1,825,808	1,728,959	3,588,561	3,422,654
Satellite and transmission expenses:
EchoStar	107,082	115,358	216,936	224,271
Other	9,178	9,819	20,857	20,019
Cost of sales - equipment, merchandise, services, rental and other	130,061	89,403	272,323	111,670
Subscriber acquisition costs:
Cost of sales - subscriber promotion subsidies - EchoStar	51,580	62,868	133,854	117,294
Other subscriber promotion subsidies	234,300	211,949	460,689	438,790
Subscriber acquisition advertising	118,619	67,984	207,993	141,616
Total subscriber acquisition costs	404,499	342,801	802,536	697,700
General and administrative expenses - EchoStar	14,790	13,190	26,872	25,130
General and administrative expenses	312,877	312,072	676,970	461,916
Litigation expense (Note 11)		23,728		(316,949)
Depreciation and amortization (Note 7)	299,119	237,049	507,817	466,746
Total costs and expenses	3,103,414	2,872,379	6,112,872	5,113,157
Operating income (loss)	468,352	717,782	1,040,763	1,701,135
Other Income (Expense):
Interest income	20,204	8,601	27,293	14,887
Interest expense, net of amounts capitalized	(109,301)	(143,564)	(247,314)	(263,743)
Other, net	(7,448)	(19,794)	102,834	(8,161)
Total other income (expense)	(96,545)	(154,757)	(117,187)	(257,017)
Income (loss) before income taxes	371,807	563,025	923,576	1,444,118
Income tax (provision) benefit, net	(146,211)	(228,187)	(337,854)	(559,954)
Net income (loss)	225,596	334,838	585,722	884,164
Less: Net income (loss) attributable to noncontrolling interest	(136)	78	(320)	10
Net income (loss) attributable to DISH Network	225,732	334,760	586,042	884,154
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	450,292	445,579	448,791	444,475
Diluted (in shares)	453,077	447,297	451,425	445,794
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.50	$ 0.75	$ 1.31	$ 1.99
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.50	$ 0.75	$ 1.30	$ 1.98
Comprehensive Income (Loss):
Net income (loss)	225,596	334,838	585,722	884,164
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(1,965)	(6,900)	1,288	(6,900)
Unrealized holding gains (losses) on available-for-sale securities	(69,393)	25,269	(18,372)	93,069
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(3,135)	4,658	(84,022)	(1,638)
Total other comprehensive income (loss), net of tax	(74,493)	23,027	(101,106)	84,531
Comprehensive income (loss)	151,103	357,865	484,616	968,695
Less: Comprehensive income (loss) attributable to noncontrolling interest	(136)	78	(320)	10
Comprehensive income (loss) attributable to DISH Network	$ 151,239	$ 357,787	$ 484,936	$ 968,685

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Flows From Operating Activities:
Net income (loss)	$ 585,722	$ 884,164
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	507,817	466,746
Realized and unrealized losses (gains) on investments	(101,638)	7,776
Non-cash, stock-based compensation	30,199	18,895
Deferred tax expense (benefit)	68,683	405,185
Other, net	7,841	3,535
Change in noncurrent assets	27,230	(92,723)
Change in long-term deferred revenue, distribution and carriage payments and other long-term liabilities	(29,170)	(12,555)
Changes in current assets and current liabilities, net	251,380	(422,678)
Net cash flows from operating activities	1,348,064	1,258,345
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(1,996,257)	(3,635,968)
Sales and maturities of marketable investment securities	1,221,341	3,297,028
Purchases of property and equipment	(420,185)	(402,744)
Change in restricted cash and marketable investment securities	(1,535)	19,861
DBSD North America Transaction, less cash acquired of $5,230 (Note 8)	(40,015)	(1,115,960)
TerreStar Transaction (Note 8)	(36,942)	(68,750)
Purchase of Blockbuster assets, net of cash acquired of $107,061		(126,523)
Purchase of other strategic investments		(9,275)
Proceeds from sale of strategic investments		11,327
Other	(15,867)	4,973
Net cash flows from investing activities	(1,289,460)	(2,026,031)
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt	1,900,000	2,000,000
Debt issuance costs	(9,564)	(27,167)
Repayment of long-term debt and capital lease obligations	(18,949)	(17,600)
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan	49,852	23,897
Other	5,770	3,930
Net cash flows from financing activities	1,927,109	1,983,060
Effect of exchange rates on cash and cash equivalents	873	(796)
Net increase (decrease) in cash and cash equivalents	1,986,586	1,214,578
Cash and cash equivalents, beginning of period	609,108	640,672
Cash and cash equivalents, end of period	2,595,694	1,855,250
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest (including capitalized interest)	268,800	234,693
Capitalized interest	38,643
Cash received for interest	19,383	14,912
Cash paid for income taxes	243,861	22,062
Employee benefits paid in Class A common stock	22,280	24,768
Satellites and other assets financed under capital lease obligations		$ 3,583

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
DBSD North America Transaction, cash acquired	$ 5,230
Acquisition of Blockbuster, cash acquired	$ 112,804

Organization and Business Activities

6 Months Ended

Jun. 30, 2012

Organization and Business Activities

Organization and Business Activities

1. Organization and Business Activities

Principal Business

DISH Network Corporation is a holding company. Its subsidiaries (which together with DISH Network Corporation are referred to as “DISH Network,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) operate three primary segments.

· DISH. The DISH® branded direct broadcast satellite (“DBS”) pay-TV service had 14.061 million subscribers in the United States as of June 30, 2012. 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 owned and leased satellites, receiver systems, third-party broadcast operations, customer service facilities, a third-party leased fiber network, in-home service and call center operations, and certain other assets utilized in our operations.

· Blockbuster. On April 26, 2011, we completed the acquisition of most of the assets of Blockbuster, Inc. (the “Blockbuster Acquisition”). The financial results of our Blockbuster operations are included in our financial results beginning April 26, 2011. Blockbuster primarily offers movies and video games for sale and rental through multiple distribution channels such as retail stores, by-mail, digital devices, the blockbuster.com website and the BLOCKBUSTER On Demand® service.

· Wireless Spectrum. In 2008, we paid $712 million to acquire certain 700 MHz wireless spectrum licenses, which were granted to us by the FCC in February 2009 subject to certain build-out requirements. On March 9, 2012, we completed the acquisitions of 100% of the equity of reorganized DBSD North America, Inc. (“DBSD North America”) and substantially all of the assets of TerreStar Networks, Inc. (“TerreStar”), pursuant to which we acquired, among other things, 40 MHz of 2 GHz wireless spectrum licenses held by DBSD North America and TerreStar. The financial results of DBSD North America and TerreStar were included in our financial results as of March 9, 2012. The total consideration to acquire these assets was approximately $2.860 billion. This amount includes $1.364 billion for DBSD North America (the “DBSD Transaction”), $1.382 billion for TerreStar (the “TerreStar Transaction”), and the net payment of $114 million to Sprint pursuant to the Sprint Settlement Agreement. See Note 8 for further information.

We currently generate an immaterial amount of revenue and incur operating expenses associated with certain satellite operations and regulatory compliance from our wireless spectrum assets. As we review our options for the commercialization of this wireless spectrum, we may incur significant additional expenses and may have to make significant investments related to, among other things, research and development, wireless testing and construction of a wireless network.

On March 21, 2012, the FCC released a notice of proposed rule making (“NPRM”) that could result in the elimination of the Mobile-Satellite Service (“MSS”) “integrated service” and other requirements that attach to the 2 GHz licenses. Among other things, the FCC has proposed to modify our licenses to allow us to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. We submitted filings in the initial comment round and in the reply comment round. We cannot predict the outcome or timing of the NPRM, including, without limitation, any associated build-out requirements with which we may need to comply to avail ourselves of any changes to the rules. See Note 11 for further information.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 10-K”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Non-majority owned investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, the useful lives and residual value surrounding our rental library inventory, estimated accruals related to revenue-sharing titles that are subject to performance guarantees, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, asset retirement obligations, retailer incentives, programming expenses, subscriber lives and royalty obligations. Weak economic conditions have increased the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to the Condensed Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Fair Value Measurements

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

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

· Level 2, defined as observable inputs 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 June 30, 2012 and December 31, 2011, the carrying value for cash and cash equivalents, marketable investment securities, trade accounts receivable, net of allowance for doubtful accounts, and current liabilities, excluding the “Current portion of long-term debt and capital lease obligations,” is equal to or approximates fair value due to their short-term nature or proximity to current market rates. See Note 5.

Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of our private debt is estimated based on an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the notes. See Note 9 for the fair value of our long-term debt.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Basic and Diluted Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2012

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

3. Basic and Diluted Net Income (Loss) Per Share

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to DISH Network” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised. The potential dilution from stock awards was computed using the treasury stock method based on the average market value of our Class A common stock. The following table presents earnings per share amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands, except per share amounts)
Net income (loss) attributable to DISH Network	$	225,732	$	334,760	$	586,042	$	884,154

Weighted-average common shares outstanding - Class A and B common stock:
Basic	450,292		445,579		448,791		444,475
Dilutive impact of stock awards outstanding	2,785		1,718		2,634		1,319
Diluted	453,077		447,297		451,425		445,794

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	0.50	$	0.75	$	1.31	$	1.99
Diluted net income (loss) per share attributable to DISH Network	$	0.50	$	0.75	$	1.30	$	1.98

As of June 30, 2012 and 2011, there were stock awards to purchase 3.3 million and 5.5 million shares, respectively, of Class A common stock outstanding, not included in the weighted-average common shares outstanding above, as their effect is antidilutive.

Vesting of options and rights to acquire shares of our Class A common stock granted pursuant to our performance-based stock incentive plans (“Restricted Performance Units”) is contingent upon meeting certain goals, some of which are not yet probable of being achieved. As a consequence, the following are also not included in the diluted EPS calculation.

	As of June 30,
	2012	2011
	(In thousands)
Performance-based options	7,976	10,997
Restricted Performance Units	1,198	1,387
Total	9,174	12,384

- Definition

The entire disclosure for earnings per share.

+ References+ Details

Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2012

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

4. Other Comprehensive Income (Loss)

The following table presents the tax effects on each component of “Other comprehensive income (loss).” A full valuation allowance has been established against any deferred tax assets that are capital in nature.

	For the Three Months
	Ended June 30,
	2012								2011
	Before			Tax		Net			Before			Tax		Net
	Tax			(Expense)		of Tax			Tax			(Expense)		of Tax
	Amount			Benefit		Amount			Amount			Benefit		Amount
	(In thousands)
Foreign currency translation adjustments	$	(1,965	)	$	—	$	(1,965	)	$	(6,900	)	$	—	$	(6,900	)
Unrealized holding gains (losses) on available-for-sale securities	(69,393		)	—		(69,393		)	25,269			—		25,269
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(3,135		)	—		(3,135		)	4,658			—		4,658
Other comprehensive income (loss)	$	(74,493	)	$	—	$	(74,493	)	$	23,027		$	—	$	23,027

	For the Six Months
	Ended June 30,
	2012								2011
	Before			Tax		Net			Before			Tax		Net
	Tax			(Expense)		of Tax			Tax			(Expense)		of Tax
	Amount			Benefit		Amount			Amount			Benefit		Amount
	(In thousands)
Foreign currency translation adjustments	$	1,288		$	—	$	1,288		$	(6,900	)	$	—	$	(6,900	)
Unrealized holding gains (losses) on available-for-sale securities	(18,372		)	—		(18,372		)	93,069			—		93,069
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(84,022		)	—		(84,022		)	(1,638		)	—		(1,638		)
Other comprehensive income (loss)	$	(101,106	)	$	—	$	(101,106	)	$	84,531		$	—	$	84,531

The “Accumulated other comprehensive income (loss)” is detailed in the following table.

	Foreign			Unrealized /
	Currency			Recognized
	Translation			Gains
Accumulated Other Comprehensive Income (Loss)	Adjustment			(Losses)			Total
	(In thousands)
Balance as of December 31, 2011	$	(9,139	)	$	91,182		$	82,043
Current period activity	1,288			(102,394		)	(101,106		)
Tax (expense) benefit	—			—			—
Balance as of June 30, 2012	$	(7,851	)	$	(11,212	)	$	(19,063	)

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References

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-Paragraph 14-26

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

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+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

6 Months Ended

Jun. 30, 2012

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

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

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	49,303	$	160,555
Current marketable investment securities - strategic	737,400		360,052
Current marketable investment securities - other	1,456,790		911,138
Total current marketable investment securities	2,243,493		1,431,745
Restricted marketable investment securities (1)	79,920		65,843
Noncurrent marketable investment securities - ARS and MBS (2)	103,639		109,327
Total marketable investment securities	2,427,052		1,606,915

Restricted cash and cash equivalents (1)	54,050		66,592

Other investment securities:
Other investment securities - cost method (2)	2,879		2,805
Investment in DBSD North America (Note 8)	—		1,297,614
Total other investment securities	2,879		1,300,419

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	2,483,981	$	2,973,926

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

(2) Noncurrent marketable investment securities — auction rate securities (“ARS”), mortgage backed securities (“MBS”) and other investment securities are included in “Marketable and other investment securities” on our Condensed Consolidated Balance Sheets.

Marketable Investment Securities

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

Current Marketable Investment Securities - VRDNs

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

Current Marketable Investment Securities - Strategic

Our current strategic marketable investment securities include strategic and financial investments in public companies that are highly speculative and have experienced and continue to experience volatility. As of June 30, 2012, our strategic investment portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends on the value of those issuers. In addition, a significant portion of the value of these investments is concentrated in the debt securities of a single issuer. The carrying value of the securities of that single issuer as of June 30, 2012 and December 31, 2011 was $396 million and $16 million, respectively. The fair value of the securities of that single issuer as of June 30, 2012 and December 31, 2011 was $393 million and $17 million, respectively. That single issuer has indicated that it will need substantial additional capital to meet its business and financial obligations beyond the next 12 months. The fair value of certain of the debt securities in our investment portfolio, including those of that single issuer, can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

Current Marketable Investment Securities - Other

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

Restricted Cash and Marketable Investment Securities

As of June 30, 2012 and December 31, 2011, our restricted marketable investment securities, together with our restricted cash, included amounts required as collateral for our letters of credit or surety bonds and for litigation (See Note 11).

Noncurrent Marketable Investment Securities — ARS and MBS

We have investments in ARS and MBS which are either classified as available-for-sale securities or are accounted for under the fair value method. Previous events in the credit markets reduced or eliminated current liquidity for certain of our ARS and MBS investments. As a result, we classify these investments as noncurrent assets, as we intend to hold these investments until they recover or mature.

The valuation of our ARS and MBS investments portfolio is subject to uncertainties that are difficult to estimate. Due to the lack of observable market quotes for identical assets, we utilize analyses that rely on Level 2 and/or Level 3 inputs, as defined in “Fair Value Measurements.” These inputs include, among other things, observed prices on similar assets as well as our assumptions and estimates related to the counterparty credit quality, default risk underlying the security and overall capital market liquidity. These securities were also compared, when possible, to other observable market data for financial instruments with similar characteristics.

Fair Value Election. As of June 30, 2012, our ARS and MBS noncurrent marketable investment securities portfolio of $104 million includes $58 million of securities accounted for under the fair value method.

Other Investment Securities

We have strategic investments in certain debt and equity securities that are included in noncurrent “Marketable and other investment securities” on our Condensed Consolidated Balance Sheets and accounted for using the cost, equity and/or fair value methods of accounting.

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

Unrealized Gains (Losses) on Marketable Investment Securities

As of June 30, 2012 and December 31, 2011, we had accumulated net unrealized losses of $11 million and net unrealized gains of $91 million, both net of related tax effect, respectively, as a part of “Accumulated other comprehensive income (loss)” within “Total stockholders’ equity (deficit).” A full valuation allowance has been established against any deferred taxes that are capital in nature. The components of our available-for-sale investments are summarized in the table below.

	As of June 30, 2012										As of December 31, 2011
	Marketable										Marketable
	Investment		Unrealized								Investment		Unrealized
	Securities		Gains		Losses			Net			Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	49,303	$	—	$	—		$	—		$	160,555	$	—	$	—		$	—
ARS and MBS	45,781		1,212		(12,703		)	(11,491		)	46,657		848		(14,486		)	(13,638		)
ARS fair value election	57,858		—		—			—			62,670		—		—			—
Other (including restricted)	1,973,467		1,038		(3,001		)	(1,963		)	994,021		5,526		(6,565		)	(1,039		)
Equity securities:
Other	300,643		89,789		(87,547		)	2,242			343,012		89,044		(61,934		)	27,110
Subtotal	2,427,052		92,039		(103,251		)	(11,212		)	1,606,915		95,418		(82,985		)	12,433
Investment in DBSD North America (1)	—		—		—			—			839,009		78,749		—			78,749
Total	$	2,427,052	$	92,039	$	(103,251	)	$	(11,212	)	$	2,445,924	$	174,167	$	(82,985	)	$	91,182

(1) Of our total investment in DBSD North America of $1.298 billion as of December 31, 2011, $839 million was invested in 7.5% Convertible Senior Secured Notes due 2009, which were accounted for as available-for-sale investments prior to the DBSD Transaction.

As of June 30, 2012, restricted and non-restricted marketable investment securities include debt securities of $1.197 billion with contractual maturities of one year or less and $929 million with contractual maturities greater than one year. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Marketable Investment Securities in a Loss Position

The following table reflects the length of time that the individual securities, accounted for as available-for-sale, have been in an unrealized loss position, aggregated by investment category. As of June 30, 2012, the unrealized losses on our investments in equity securities represent investments in broad-based indexes and several companies in the telecommunications and technology industries. We are not aware of any specific factors which indicate the unrealized losses in these investments are due to anything other than temporary market fluctuations. As of June 30, 2012 and December 31, 2011, the unrealized losses on our investments in debt securities primarily represent investments in auction rate and mortgage backed securities. We 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
	June 30, 2012					December 31, 2011
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	910,852	$	(1,375	)	$	694,199	$	(4,793	)
12 months or more	143,294		(14,329		)	98,240		(16,258		)
Equity Securities:
Less than 12 months	79,353		(36,269		)	247,683		(61,934		)
12 months or more	59,620		(51,278		)			—
Total	$	1,193,119	$	(103,251	)	$	1,040,122	$	(82,985	)

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

	As of
	June 30, 2012								December 31, 2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	2,392,319	$	45,974	$	2,346,345	$	—	$	397,777	$	46,371	$	351,406	$	—

Debt securities:
VRDNs	$	49,303	$	—	$	49,303	$	—	$	160,555	$	—	$	160,555	$	—
ARS and MBS	103,639		—		1,666		101,973		109,327		—		3,412		105,915
Other (including restricted)	1,973,467		—		1,973,467		—		994,021		—		994,021		—

Equity securities	300,643		300,643		—		—		343,012		343,012		—		—

Subtotal	2,427,052		300,643		2,024,436		101,973		1,606,915		343,012		1,157,988		105,915
Investment in DBSD North America (1)	—		—		—		—		839,009		—		—		839,009
Total	$	2,427,052	$	300,643	$	2,024,436	$	101,973	$	2,445,924	$	343,012	$	1,157,988	$	944,924

As of June 30, 2012, our Level 3 investments consist predominately of ARS and MBS. On a quarterly basis we evaluate the reasonableness of significant unobservable inputs used in those measurements. The valuation models used for some of our ARS investments require an evaluation of the underlying instruments held by the trusts that issue these securities. For our other ARS and MBS securities, our evaluation uses, among other things, the terms of the underlying instruments, the credit ratings of the issuers, current market conditions, and other relevant factors. Based on these factors, we assess the risk of realizing expected cash flows and we apply an observable discount rate that reflects this risk. We may also reduce our valuations to reflect other claims to trust assets or to reflect a liquidity discount based on the lack of an active market for these securities.

Changes in Level 3 instruments are as follows:

	Level 3
	Investment
	Securities
	(In thousands)
Balance as of December 31, 2011	$	944,924
Net realized and unrealized gains (losses) included in earnings	74,108
Net realized and unrealized gains (losses) included in other comprehensive income (loss)	(76,704		)
Purchases	—
Settlements (1)	(840,355		)
Issuances	—
Transfers from level 2 to level 3	—
Balance as of June 30, 2012	$	101,973

(1) For the six months ended June 30, 2012, this amount primarily relates to the conversion of our DBSD North America 7.5% Convertible Senior Secured Notes due 2009 in connection with the completion of the DBSD Transaction. See Note 8 for further information.

Gains and Losses on Sales and Changes in Carrying Values of Investments

“Other, net” income and expense included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) includes other changes in the carrying amount of our marketable and non-marketable investments as follows:

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
Other Income (Expense):	2012			2011			2012			2011
	(In thousands)
Marketable investment securities - gains (losses) on sales/exchanges	$	3,117		$	(4,659	)	$	7,736		$	1,732
Marketable investment securities - unrealized gains (losses) on investments accounted for at fair value	(11,541		)	(14,735		)	(3,062		)	(19,508		)
Marketable investment securities - gains (losses) on conversion of DBSD North America Notes (1)	—			—			99,445			—
Other investment securities - gains (losses) on sales/exchanges	—			—			—			10,000
Marketable investment securities - other-than-temporary impairments	—			—			(2,481		)	—
Other	976			(400		)	1,196			(385		)
Total	$	(7,448	)	$	(19,794	)	$	102,834		$	(8,161	)

(1) During the six months ended June 30, 2012, we recognized a $99 million non-cash gain related to the conversion of our DBSD North America 7.5% Convertible Senior Secured Notes due 2009 in connection with the completion of the DBSD Transaction. See Note 8 for further information.

Inventory

6 Months Ended

Jun. 30, 2012

Inventory

Inventory

6. Inventory

Inventory consists of the following:

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
DISH:
Finished goods - DBS	$	251,679	$	295,058
Raw materials	166,282		183,711
Work-in-process - used	64,317		29,228
Work-in-process - new	535		2,308
Total DISH inventory	482,813		510,305
Blockbuster:
Rental library	83,547		104,238
Merchandise	79,243		92,608
Total Blockbuster inventory	162,790		196,846
Wireless Spectrum:
Finished goods	1,619		—
Total Wireless Spectrum inventory	1,619		—
Total inventory	$	647,222	$	707,151

- Definition

The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income.

+ References+ Details

Property and Equipment

6 Months Ended

Jun. 30, 2012

Property and Equipment

Property and Equipment

7. Property and Equipment

“Property and equipment, net” on our Condensed Consolidated Balance Sheets totaled $4.348 billion as of June 30, 2012, a $1.178 billion increase compared to December 31, 2011. This increase was primarily related to the closing of the DBSD Transaction and the TerreStar Transaction and the associated purchase price allocation to the assets acquired and the liabilities assumed. See Note 8 for further information.

As we prepare for commercialization of our 2 GHz wireless spectrum licenses, interest expense related to its carrying value is being capitalized within “Property and equipment, net” on our Condensed Consolidated Balance Sheets. During the three months ended June 30, 2012 and 2011, we recorded capitalized interest of $39 million and zero, respectively. During the six months ended June 30, 2012 and 2011, we recorded capitalized interest of $39 million and zero, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense consists of the following:

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Equipment leased to customers	$	163,474	$	189,030	$	315,917	$	372,017
Satellites	38,616		32,087		72,453		64,178
Buildings, furniture, fixtures, equipment and other	29,253		15,932		51,671		30,551
148 degree orbital location (1)	67,776		—		67,776		—
Total depreciation and amortization	$	299,119	$	237,049	$	507,817	$	466,746

(1) See “FCC Authorizations” below.

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

DBS Satellites

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

S-band Satellites

As a result of the DBSD Transaction and the TerreStar Transaction, three S-band satellites were added to our satellite fleet, including two in-orbit satellites and one satellite under construction, discussed below. We are currently evaluating our options for these satellites.

D1. D1, formerly known as EchoStar G1, was launched in April 2008 by DBSD North America and is currently located at the 92.85 degree orbital location. D1 was designed to meet a minimum 15-year useful life.

T1. T1, formerly known as EchoStar T1, was launched in July 2009 by TerreStar and currently operates at the 111.1 degree orbital location. T1 was designed to meet a minimum 15-year useful life. Prior to the TerreStar Transaction, this satellite experienced certain solar array anomalies. While these anomalies did not reduce the estimated useful life of the satellite to less than 15 years or impact commercial operation of the satellite, there can be no assurance that future anomalies will not reduce its useful life or impact its commercial operation.

T2. In December 2007, TerreStar entered into an agreement with Space Systems/Loral, Inc. for the design and manufacture of T2, formerly known as EchoStar T2. The construction of T2 is close to completion.

Satellite Anomalies

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

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

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

Owned Satellites

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

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

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

Leased Satellites

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

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

FCC Authorizations

“FCC authorizations” on our Condensed Consolidated Balance Sheets totaled $3.273 billion as of June 30, 2012, a $1.881 billion increase compared to December 31, 2011. This increase was related to the closing of the DBSD Transaction and the TerreStar Transaction and the associated purchase price allocation to the assets acquired and the liabilities assumed. See Note 8 for further discussion of the DBSD Transaction and the TerreStar Transaction.

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

- Definition

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

+ References+ Details

Acquisitions

6 Months Ended

Jun. 30, 2012

Acquisitions

Acquisitions

8. Acquisitions

DBSD North America and TerreStar Transactions

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

Our 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 MSS “integrated service” and spare satellite requirements and various technical provisions. The FCC denied our requests for waiver of the integrated service and spare satellite requirements. The FCC has not yet acted on the request for waiver of various technical provisions, and we cannot predict the outcome or timing of any action by the FCC with respect to that waiver request. Waiver of the integrated service requirement would have allowed us to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. On March 21, 2012, the FCC released an NPRM that could result in the elimination of the integrated service and other requirements that attach to the 2 GHz licenses. Among other things, the FCC has proposed to modify our licenses to allow us to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. The NPRM was published in the Federal Register on April 17, 2012. Initial comments on the NPRM were due on or before May 17, 2012, and reply comments were due on or before June 1, 2012. We submitted filings in the initial comment round and in the reply comment round. While the FCC has indicated its intent to complete the NPRM during 2012, we cannot predict the outcome or timing of the NPRM, including, without limitation, any associated build-out requirements with which we may need to comply to avail ourselves of any changes to the rules.

As a result of the completion of the DBSD Transaction and the TerreStar Transaction, we will likely be required to make significant additional investments or partner with others to, among other things, finance the commercialization and build-out requirements of these licenses and our integration efforts including compliance with regulations applicable to the acquired licenses. Depending on the nature and scope of such commercialization and build-out, any such investment or partnership could vary significantly. There can be no assurance that we will be able to develop and implement a business model that will realize a return on these spectrum investments or that we will be able to profitably deploy the assets represented by these spectrum investments, which may affect the carrying value of these assets and our future financial condition or results of operations.

For the purposes of acquisition accounting, management determined that the DBSD Transaction and the TerreStar Transaction, together with the net payment pursuant to the Sprint Settlement Agreement, should be accounted for as a single transaction. In reaching this conclusion, management considered, among other things, the fact that the transactions occurred in contemplation of one another and the expectation that the acquired assets will be utilized as a single integrated service. The total consideration of approximately $2.860 billion in connection with the DBSD Transaction and the TerreStar Transaction included $2.761 billion in cash and a $99 million non-cash gain related to the conversion of our DBSD North America 7.5% Convertible Senior Secured Notes due 2009. Of this non-cash gain, $78 million was included as a component of “Accumulated other comprehensive income (loss)” within “Total stockholders’ equity (deficit),” on our Condensed Consolidated Balance Sheets as of December 31, 2011. We have recognized the acquired assets and assumed liabilities based on our preliminary estimates of fair value at their acquisition date. We expense all transaction costs related to the acquisition as incurred.

	Preliminary
	Purchase
	Price
	Allocation
	(In thousands)
Cash	$	5,230
Current and noncurrent assets	6,705
Property and equipment	1,206,663
Goodwill (1)	24,935
FCC authorizations	1,949,000
Current liabilities	(62,692		)
Noncurrent liabilities	(270,193		)
Total acquisition consideration	$	2,859,648

(1) This amount is deductible for tax purposes and is included as a component of “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets.

The determination of the fair value of the acquired assets and assumed liabilities requires significant analysis and judgment. As of the date of issuance of these financial statements, we have not completed our valuation analysis and calculations in sufficient detail necessary to finalize our estimates. The assets acquired in the DBSD Transaction and the TerreStar Transaction consist primarily of certain satellite assets and wireless spectrum licenses. The fair value of satellite assets and wireless spectrum licenses are the most significant areas not yet finalized. We expect to complete our final fair value determinations no later than the first quarter 2013. Our final fair value determinations may be significantly different than those reflected in our Condensed Consolidated Financial Statements at June 30, 2012.

Pro forma revenue and earnings associated with the DBSD Transaction and the TerreStar Transaction are not included in this filing. Due to the material ongoing modifications of the business, management has determined that insufficient information exists to accurately develop meaningful historical pro forma financial information. Moreover, the historical results of operations of DBSD North America and TerreStar are not indicative of their potential prospective operations because DBSD North America and TerreStar were in bankruptcy proceedings and did not have significant operations in periods prior to the transactions. As such, any historical pro forma information would not prove useful in assessing our post transaction earnings and cash flows. We generated less than $1 million of revenue for each of the three and six months ended June 30, 2012 from our wireless spectrum segment. In addition, we incurred $18 million and $26 million in operating expenses for the three and six months ended June 30, 2012, respectively.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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+ Details

Long-Term Debt

6 Months Ended

Jun. 30, 2012

Long-Term Debt

Long-Term Debt

9. Long-Term Debt

4 5/8% Senior Notes due 2017

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

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

The 4 5/8% Senior Notes are:

· general unsecured senior obligations of DISH DBS;

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

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

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

· incur additional debt;

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

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

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

5 7/8% Senior Notes due 2022

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

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

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

The 5 7/8% Senior Notes are:

· general unsecured senior obligations of DISH DBS;

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

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

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

· incur additional debt;

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

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

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

Fair Value of our Long-Term Debt

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

	As of
	June 30, 2012				December 31, 2011
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013	$	500,000	$	527,500	$	500,000	$	535,000
6 5/8% Senior Notes due 2014	1,000,000		1,075,330		1,000,000		1,060,000
7 3/4% Senior Notes due 2015	750,000		834,375		750,000		817,500
7 1/8% Senior Notes due 2016	1,500,000		1,653,750		1,500,000		1,593,750
4 5/8% Senior Notes due 2017	900,000		884,250		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,606,500		1,400,000		1,589,000
6 3/4% Senior Notes due 2021	2,000,000		2,151,800		2,000,000		2,140,000
5 7/8% Senior Notes due 2022 (1)	1,000,000		1,005,000		—		—
Mortgages and other notes payable	92,998		92,998		71,871		71,871
Subtotal	9,142,998		$	9,831,503	7,221,871		$	7,807,121
Capital lease obligations (2)	256,472		NA		271,908		NA
Total long-term debt and capital lease obligations (including current portion)	$	9,399,470			$	7,493,779

(1) Excludes $1.0 billion in additional 5 7/8% Senior Notes due 2022 issued on July 26, 2012.

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

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

Stock-Based Compensation

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation

Stock-Based Compensation

10. Stock-Based Compensation

Stock Incentive Plans

We maintain stock incentive plans to attract and retain officers, directors and key employees. Stock awards under these plans include both performance and non-performance based stock incentives. As of June 30, 2012, we had outstanding under these plans stock options to acquire 18.8 million shares of our Class A common stock and 1.2 million restricted stock units. Stock options granted prior to and on June 30, 2012 were granted with exercise prices equal to or greater than the market value of our Class A common stock at the date of grant and with a maximum term of approximately ten years. While historically we have 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 company-wide objectives. As of June 30, 2012, we had 72.7 million shares of our Class A common stock available for future grant under our stock incentive plans.

During December 2011, we paid a dividend in cash of $2.00 per share on our 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 21.2 million stock options, affecting approximately 600 employees, was reduced by $2.00 per share (the “2012 Stock Option Adjustment”). Except as noted below, all information discussed below reflects the 2012 Stock Option Adjustment.

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

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

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

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

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

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

The following stock awards were outstanding:

	As of June 30, 2012
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH Network employees	16,240,574	1,102,581	762,003	46,020
Held by EchoStar employees	2,555,901	94,999	N/A	N/A
Total	18,796,475	1,197,580	762,003	46,020

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

Stock Award Activity

Our stock option activity was as follows:

	For the Six Months
	Ended June 30, 2012
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	21,336,159		$	20.53
Granted	501,500		$	32.14
Exercised	(2,633,284	)	$	18.22
Forfeited and cancelled	(407,900	)	$	20.42
Total options outstanding, end of period	18,796,475		$	18.99
Performance-based options outstanding, end of period (2)	7,976,150		$	18.84
Exercisable at end of period	7,847,529		$	18.38

(1) The beginning of period weighted-average exercise price of $20.53 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2011.

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

We realized tax benefits from stock awards exercised as follows:

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	10,204	$	5,614	$	11,947	$	6,409

Based on the closing market price of our Class A common stock on June 30, 2012, the aggregate intrinsic value of our stock options was as follows:

	As of June 30, 2012
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	184,022	$	81,864

Our restricted stock unit activity was as follows:

	For the Six Months
	Ended June 30, 2012
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,284,708		$	23.25
Granted	—		$	—
Vested	(24,795	)	$	22.94
Forfeited and cancelled	(62,333	)	$	25.94
Total restricted stock units outstanding, end of period	1,197,580		$	23.06
Restricted Performance Units outstanding, end of period (1)	1,197,580		$	23.06

(1) These Restricted Performance Units are included in the caption “Total restricted stock units outstanding, end of period.” See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards below.

Long-Term Performance-Based Plans

2005 LTIP. During 2005, we 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 company-specific subscriber goal is achieved by March 31, 2015.

Contingent compensation related to the 2005 LTIP will not be recorded in our financial statements unless and until management concludes achievement of the performance condition is probable. Given the competitive nature of our 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 June 30, 2012, that assessment could change in the future.

If all of the stock awards under the 2005 LTIP were vested and the goal had been met or if we had determined that achievement of the goal was probable during the six months ended June 30, 2012, we would have recorded total non-cash, stock-based compensation expense for our employees as indicated in the table below. If the goal is met and there are unvested stock awards at that time, the vested amounts would be expensed immediately on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), with the unvested portion recognized ratably over the remaining vesting period.

	2005 LTIP
	Total		Vested Portion (1)
	(In thousands)
DISH Network awards held by DISH Network employees	$	35,608	$	29,390
EchoStar awards held by DISH Network employees	6,409		5,391
Total	$	42,017	$	34,781

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

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

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

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

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

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

Given the competitive nature of our 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 company-specific subscriber and financial goals was not probable as of June 30, 2012, that assessment could change in the future.

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

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2012		2011			2012		2011
	(In thousands)
2008 LTIP	$	2,340	$	1,495		$	8,179	$	14,299
Other employee performance awards	1,433		(87		)	4,572		(12		)
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	3,773	$	1,408		$	12,751	$	14,287

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2008 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2012	$	1,916	$	2,128
Estimated contingent expense subsequent to 2012	2,020		46,559
Total estimated remaining expense over the term of the plan	$	3,936	$	48,687

Of the 18.8 million stock options and 1.2 million restricted stock units outstanding under our stock incentive plans, the following awards were outstanding pursuant to our performance-based stock incentive plans:

	As of June 30, 2012
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	3,217,500	$	21.10
2008 LTIP	1,758,650	$	10.77
Other employee performance awards	3,000,000	$	21.16
Total	7,976,150	$	18.84

Restricted Performance Units
2005 LTIP	321,830
2008 LTIP	10,750
Other employee performance awards	865,000
Total	1,197,580

Stock-Based Compensation

During the six months ended June 30, 2012, we incurred $14 million of additional non-cash, stock-based compensation expense in connection with the 2012 Stock Option Adjustment discussed previously. This amount is included in the table below. Total non-cash, stock-based compensation expense for all of our employees is shown in the following table and was allocated to the same expense categories as the base compensation for such employees:

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Subscriber-related	$	357	$	340	$	1,194	$	1,317
General and administrative	6,660		3,378		29,005		17,578
Total non-cash, stock-based compensation	$	7,017	$	3,718	$	30,199	$	18,895

As of June 30, 2012, our total unrecognized compensation cost related to our non-performance based unvested stock awards was $26 million and includes compensation expense that we will recognize for EchoStar stock awards held by our employees as a result of the Spin-off. This cost is based on an estimated future forfeiture rate of approximately 3.8% per year and will be recognized over a weighted-average period of approximately two years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Changes in the estimated forfeiture rate can have a significant effect on share-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed.

Valuation

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

	For the Three Months		For the Six Months
	Ended June 30,		Ended June 30,
Stock Options	2012	2011	2012	2011
Risk-free interest rate	0.41% - 0.87%	1.76% - 3.18%	0.41% - 1.29%	1.76% - 3.18%
Volatility factor	33.15% - 38.87%	31.74% - 41.00%	33.15% - 39.34%	31.74% - 41.00%
Expected term of options in years	3.1 - 5.8	4.7 - 10.0	3.1 - 5.9	4.7 - 10.0
Weighted-average fair value of options granted	$6.72 - $10.72	$11.33 - $14.77	$6.72 - $12.69	$9.16 - $14.77

On December 1, 2011, we paid a $2.00 cash dividend per share on our outstanding Class A and Class B common stock. While we currently do not intend to declare additional dividends on our common stock, we may elect to do so from time to time. Accordingly, the dividend yield percentage used in the Black-Scholes option valuation model is set at zero for all periods. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded stock options which have no vesting restrictions and are fully transferable. Consequently, our estimate of fair value may differ from other valuation models. Further, the Black-Scholes option valuation model requires the input of highly subjective assumptions. Changes in the subjective input assumptions can materially affect the fair value estimate.

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

- Definition

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

+ References

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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies

Commitments and Contingencies

11. Commitments and Contingencies

Wireless Spectrum

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

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 $148 million over approximately the next three years.

In addition, during the third quarter 2009, EchoStar entered into a new satellite transponder service agreement for the Nimiq 5 satellite through 2024. We sublease this capacity from EchoStar and also guarantee a certain portion of its payment obligations under this agreement through 2019. As of June 30, 2012, the remaining payment obligations under this agreement that we guarantee are $470 million.

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

Contingencies

Separation Agreement

In connection with the Spin-off, we 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 we 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 us and our wholly-owned subsidiary, Blockbuster L.L.C., in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 7,958,204 (the “‘204 patent”), which is entitled “Community-Selected Content.” The ‘204 patent relates to systems, methods and techniques for providing resources to participants over an electronic network.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Channel Bundling Class Action

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

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.

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

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

ESPN

During 2008, our wholly-owned subsidiary, DISH Network L.L.C., filed a lawsuit against ESPN, Inc., ESPN Classic, Inc., ABC Cable Networks Group, Soapnet L.L.C. and International Family Entertainment (collectively, “ESPN”) for breach of contract in New York State Supreme Court. Our complaint alleges that ESPN failed to provide us with certain high-definition feeds of the Disney Channel, ESPN News, Toon and ABC Family. In October 2011, the jury returned a verdict in favor of the defendants. We intend to 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 is disputed. On December 29, 2010, the New York State Supreme Court, Appellate Division, First Department affirmed the partial grant of ESPN’s motion on the counterclaim. After the partial grant of ESPN’s motion for summary judgment, ESPN sought an additional $30 million under the applicable affiliation agreements. On March 15, 2010, the New York State Supreme Court affirmed the prior grant of ESPN’s motion and ruled that we owe the full amount of approximately $66 million under the applicable affiliation agreement. As of December 31, 2010, we had $42 million recorded as a “Litigation accrual” on our Condensed Consolidated Balance Sheets.

On June 21, 2011, the First Department affirmed the New York Supreme Court’s ruling that we owe approximately $66 million under the applicable affiliation agreements and, on October 18, 2011, denied our motion for leave to appeal that decision to New York’s highest court, the New York Court of Appeals. We sought leave to appeal directly to the New York Court of Appeals and, on January 10, 2012, the New York Court of Appeals dismissed our motion for leave on the ground that the ruling upon which we appealed does not fully resolve all claims in the action. As a result of the First Department’s June 2011 ruling, during 2011, we recorded $24 million of “Litigation Expense” on our Consolidated Statements of Operations and Comprehensive Income (Loss). On February 6, 2012, ESPN filed a motion seeking $5 million in attorneys’ fees as the prevailing party on both our claim and ESPN’s counterclaim, which we have opposed. As a result, during the six months ended June 30, 2012, we recorded $5 million of “General and administrative expenses” and increased our “Litigation accrual” to a total of $71 million related to this case as of June 30, 2012. This reflects our estimated exposure for ESPN’s counterclaim. We intend to vigorously prosecute and defend this case.

The Hopper Litigation

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

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

On July 2, 2012, the Court in our action in the Southern District of New York heard our motion for an anti-suit injunction to enjoin prosecution of the networks’ respective lawsuits in the Central District of California (so that all of the matters could be heard and determined in a single action in the Southern District of New York) and Fox’s, NBC’s and CBS’s motions to dismiss our complaint. In an order dated July 9, 2012, the Court denied our motion, granted the Fox defendants’ motion and granted, in part, the NBC and CBS defendants’ respective motions to dismiss our complaint, such that only our contract-based claims against the NBC and CBS defendants will proceed in the New York action. Our claims against the ABC defendants were unaffected by the Court’s order. ABC has filed a counterclaim against us in the New York action, alleging breach of contract and copyright infringement claims.

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

Norman IP Holdings, Inc.

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

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

NorthPoint Technology, Ltd.

On July 2, 2009, NorthPoint Technology, Ltd. (“NorthPoint”) filed suit against us, EchoStar and DirecTV in the United States District Court for the Western District of Texas alleging infringement of United States Patent No. 6,208,636 (the “‘636 patent”). The ‘636 patent relates to the use of multiple low-noise block converter feedhorns, or LNBFs, which are antennas used for satellite reception. On April 21, 2011, the U.S. Patent and Trademark Office issued an order granting reexamination of the ‘636 patent. On June 21, 2011, the District Court entered summary judgment in our favor, finding that all asserted claims of the ‘636 patent are invalid. NorthPoint appealed and, on May 11, 2012, the United States Court of Appeals for the Federal Circuit affirmed the District Court’s judgment.

We cannot predict with certainty whether NorthPoint will seek further appeal or the outcome of any appeal or extent of any potential liability or damages if they are successful on appeal. If they do appeal, we intend to vigorously defend this case. In the event that an appeal were successful and a court ultimately determined 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.

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 4, 2011, the case was stayed pending reexamination by the U.S. Patent and Trademark Office.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Personalized Media Communications, Inc.

During 2008, Personalized Media Communications, Inc. (“PMC”) filed suit against us, EchoStar and Motorola Inc. in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent Nos. 5,109,414, 4,965,825, 5,233,654, 5,335,277, and 5,887,243, which relate to satellite signal processing. PMC is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. Subsequently, Motorola Inc. settled with PMC, leaving EchoStar and us 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 we and EchoStar are sublicensees. The Court has stayed all deadlines in the case (trial had been set for August 20, 2012) pending entry of a new Docket Control Order.

Premier International Associates, LLC

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

Preservation Technologies, LLC

In December 2011, Preservation Technologies, LLC (“Preservation Technologies”) filed suit against us in the United States District Court for the Central District of California. In the Operative Fifth Amended Complaint, filed on May 24, 2012, Preservation Technologies also names Netflix, Inc., Facebook, Inc., Hulu, LLC, AT&T Services, Inc., Cox Communications, Inc., Time Warner Cable, Inc., The Walt Disney Company, American Broadcasting Companies, Inc. and Yahoo! Inc. as defendants. Preservation Technologies alleges that our BLOCKBUSTER On Demand, DISH branded pay-TV and DISH Online services infringe U.S. Patent Nos. 5,813,014, 5,832,499, 6,092,080, 6,353,831, 6,574,638, 6,199,060, 5,832,495, 6,549,911, 6,212,527 and 6,477,537. The patents relate to digital libraries, the management of multimedia assets, and the cataloging of multimedia data. Preservation Technologies is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. Time Warner Cable Inc. was dismissed from the case on July 19, 2012.

Ronald A. Katz Technology Licensing, L.P.

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

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Technology Development and Licensing L.L.C.

On January 22, 2009, Technology Development and Licensing L.L.C. (“TDL”) filed suit against us 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 our motion to stay the case pending two reexamination petitions before the U.S. Patent and Trademark Office.

TQP Development, LLC

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

Tse

On May 30, 2012, Ho Keung Tse filed a complaint against our 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. 6,665,797, which is entitled “Protection of Software Again [sic] Against Unauthorized Use.” Mr. Tse is the named inventor on the patent. On the same day that he sued Blockbuster, Mr. Tse filed a separate action in the same court alleging infringement of the same patent against Google, Samsung and HTC. He also has earlier-filed litigation on the same patent pending in the United States District Court for the Northern District of California against Sony Connect, Inc., Napster, Inc., Apple Computer, Inc., Realnetworks, Inc., and MusicMatch, Inc.

Vigilos, LLC

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

Voom HD Holdings

In January 2008, Voom HD Holdings (“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. At that time, Voom also sought a preliminary injunction to prevent us from terminating the agreement. The Court denied Voom’s request, finding, among other things, that Voom had not demonstrated that it was likely to prevail on the merits. In April 2010, we and Voom each filed motions for summary judgment. Voom later filed two motions seeking discovery sanctions. On November 9, 2010, the Court issued a decision denying both motions for summary judgment, but granting Voom’s motions for discovery sanctions. The Court’s decision provides for an adverse inference jury instruction at trial and precludes our damages expert from testifying at trial. We appealed the grant of Voom’s motion for discovery sanctions to the New York State Supreme Court, Appellate Division, First Department. On January 31, 2012, the appellate court affirmed the order imposing discovery sanctions and precluding our damages expert from testifying at trial. We sought leave to appeal to New York’s highest state court, the Court of Appeals, but that motion was denied on April 26, 2012. The trial date has been set for September 18, 2012. Voom is claiming over $2.5 billion in damages. 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.

Other

In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business, including, among other things, disputes with programmers regarding fees. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

- Definition

The entire disclosure for commitments and contingencies.

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+ Details

Segment Reporting

6 Months Ended

Jun. 30, 2012

Segment Reporting

Segment Reporting

12. Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Under this definition, we operated three primary segments during the six months ended June 30, 2012.

· DISH. The DISH branded pay-TV service had 14.061 million subscribers in the United States as of June 30, 2012. The DISH branded pay-TV service consists of FCC licenses authorizing us to use DBS and FSS spectrum, our owned and leased satellites, receiver systems, third-party broadcast operations, customer service facilities, a third-party leased fiber network, in-home service and call center operations, and certain other assets utilized in our operations.

· Blockbuster. On April 26, 2011, we completed the Blockbuster Acquisition. The financial results of our Blockbuster operations are included in our financial results beginning April 26, 2011. Blockbuster primarily offers movies and video games for sale and rental through multiple distribution channels such as retail stores, by-mail, digital devices, the blockbuster.com website and the BLOCKBUSTER On Demand® service.

· Wireless Spectrum. In 2008, we paid $712 million to acquire certain 700 MHz wireless spectrum licenses, which were granted to us by the FCC in February 2009 subject to certain build-out requirements. On March 9, 2012, we completed the DBSD Transaction and the TerreStar Transaction, pursuant to which we acquired, among other things, 40 MHz of 2 GHz wireless spectrum licenses held by DBSD North America and TerreStar. The financial results of DBSD North America and TerreStar were included in our financial results as of March 9, 2012. The total consideration to acquire these assets was approximately $2.860 billion. This amount includes $1.364 billion for the DBSD Transaction, $1.382 billion for the TerreStar Transaction, and the net payment of $114 million to Sprint pursuant to the Sprint Settlement Agreement. See Note 8 for further information.

On March 21, 2012, the FCC released an NPRM that could result in the elimination of the MSS “integrated service” and other requirements that attach to the 2 GHz licenses. Among other things, the FCC has proposed to modify our licenses to allow us to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. We submitted filings in the initial comment round and in the reply comment round. We cannot predict the outcome or timing of the NPRM, including, without limitation, any associated build-out requirements with which we may need to comply to avail ourselves of any changes to the rules. See Note 11 for further information.

The total assets, revenue and operating income by segment are as follows:


	As of
	June 30,			December 31,
	2012			2011
	(In thousands)
Total assets:
DISH (1)	$	10,965,190		$	11,104,003
Blockbuster	405,608			453,661
Wireless Spectrum (1)	3,922,914			—
Eliminations	(772,549		)	(87,433		)
Total assets	$	14,521,163		$	11,470,231

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
	2012			2011		2012			2011
	(In thousands)
Revenue:
DISH	$	3,324,099		$	3,336,208	$	6,577,021		$	6,560,269
Blockbuster	253,312			253,953		587,303			253,953
Wireless Spectrum	296			—		329			70
Eliminations	(5,941		)	—		(11,018		)	—
Total revenue	$	3,571,766		$	3,590,161	$	7,153,635		$	6,814,292

Operating income (loss):
DISH	$	499,373		$	707,377	$	1,065,918		$	1,690,660
Blockbuster	(13,333		)	10,405		624			10,405
Wireless Spectrum	(17,688		)	—		(25,779		)	70
Total operating income (loss)	$	468,352		$	717,782	$	1,040,763		$	1,701,135

(1) The decrease in DISH total assets resulted from the reclassification of assets to the wireless spectrum segment.

Geographic Information. Revenues are attributed to geographic regions based upon the location where the products are delivered and services are provided. The following table summarizes revenue attributed to the United States and other foreign locations.

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Revenue:
United States	$	3,453,353	$	3,486,303	$	6,909,992	$	6,710,434
United Kingdom	69,523		63,660		140,234		63,660
Mexico	35,383		28,030		76,689		28,030
Other	13,507		12,168		26,720		12,168
Total revenue	$	3,571,766	$	3,590,161	$	7,153,635	$	6,814,292

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions

Related Party Transactions

13. Related Party Transactions

Related Party Transactions with EchoStar

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

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

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

“Equipment sales - EchoStar”

Remanufactured Receiver Agreement. We entered into a remanufactured receiver agreement with EchoStar pursuant to which EchoStar has the right, but not the obligation, to purchase remanufactured receivers and accessories from us at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. In November 2011, we and EchoStar extended this agreement until December 31, 2012. EchoStar may terminate the remanufactured receiver agreement for any reason upon at least 60 days notice to us. We may also terminate this agreement if certain entities acquire us.

“Services and other revenue - EchoStar”

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

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

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

Satellite Capacity Leased to EchoStar. During 2009, we entered into a satellite capacity agreement pursuant to which EchoStar leases certain satellite capacity from us on EchoStar I. The fee for the services provided under this satellite capacity agreement depends, among other things, upon the orbital location of the satellite and the length of the lease. The lease generally terminates upon the earlier of: (i) the end of life or replacement of the satellite (unless EchoStar determines to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponder on which service is being provided fails; or (iv) a certain date, which depends, among other things, upon the estimated useful life of the satellite, whether the replacement satellite fails at launch or in orbit prior to being placed into service, and the exercise of certain renewal options. EchoStar generally has the option to renew this lease on a year-to-year basis through the end of the satellite’s life. There can be no assurance that any options to renew this agreement will be exercised.

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

“Satellite and transmission expenses — EchoStar”

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

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

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

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

EchoStar VI, VIII and XII. We lease certain satellite capacity from EchoStar on EchoStar VI, VIII and XII. The leases generally terminate upon the earlier of: (i) the end of life or replacement of the satellite (unless we determine to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponders on which service is being provided fails; or (iv) a certain date, which depends upon, among other things, the estimated useful life of the satellite, whether the replacement satellite fails at launch or in orbit prior to being placed into service and the exercise of certain renewal options. We generally have the option to renew each lease on a year-to-year basis through the end of the respective satellite’s life. There can be no assurance that any options to renew such agreements will be exercised.

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

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

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

Nimiq 5 Agreement. During 2009, EchoStar entered into a fifteen-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the “Telesat Transponder Agreement”). During 2009, EchoStar also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with us, pursuant to which we currently receive service from EchoStar on all 32 of the DBS transponders covered by the Telesat Transponder Agreement. We have also guaranteed certain obligations of EchoStar under the Telesat Transponder Agreement. See discussion under “Guarantees” in Note 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 it was placed into service. Upon expiration of the initial term we have the option to renew the DISH Nimiq 5 Agreement on a year-to-year basis through the end of life of the Nimiq 5 satellite. Upon in-orbit failure or end of life of the Nimiq 5 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite. There can be no assurance that any options to renew the DISH Nimiq 5 Agreement will be exercised or that we will exercise our option to receive service on a replacement satellite.

QuetzSat-1 Lease Agreement. During 2008, EchoStar entered into a ten-year satellite service agreement with SES Latin America S.A. (“SES”), which provides, among other things, for the provision by SES to EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite. During 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we will receive service from EchoStar on 24 of the DBS transponders. The QuetzSat-1 Transponder Agreement will be accounted for as an operating lease. QuetzSat-1 was launched on September 29, 2011 and was placed into service during the fourth quarter 2011 at the 67.1 degree orbital location while we and EchoStar explore alternative uses for the QuetzSat-1 satellite. In the interim, EchoStar is providing us with alternate capacity at the 77 degree orbital location.

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

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

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

DBSD North America Agreement. On March 9, 2012, we completed the DBSD Transaction. During the second quarter 2011, EchoStar acquired Hughes Communications, Inc. (“Hughes”). Prior to our acquisition of DBSD North America and EchoStar’s acquisition of Hughes, DBSD North America and Hughes Network Systems, LLC (“HNS”), a wholly-owned subsidiary of Hughes, entered into an agreement pursuant to which HNS provides, among other things, hosting, operations and maintenance services for DBSD North America’s satellite gateway and associated ground infrastructure. This agreement was renewed for a one year period ending on February 15, 2013, and renews for four successive one-year periods unless terminated by DBSD North America upon at least 30 days notice prior to the expiration of any renewal term.

TerreStar Agreement. On March 9, 2012, we completed the TerreStar Transaction. Prior to our acquisition of substantially all the assets of TerreStar and EchoStar’s acquisition of Hughes, TerreStar and HNS entered into various agreements pursuant to which HNS provides, among other things, hosting, operations and maintenance services for TerreStar’s satellite gateway and associated ground infrastructure. These agreements generally may be terminated by us at any time for convenience.

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 entered into a RUS Implementation Agreement (the “RUS Agreement”) pursuant to which Hughes provides certain portions of the equipment and broadband service used to implement our RUS program. The initial term of the RUS Agreement shall continue until the earlier of: (i) September 24, 2013; or (ii) the date that the Grant Funds have been exhausted. In addition, DISH Broadband may terminate the RUS Agreement for convenience upon 45 days’ prior written notice to Hughes.

“Cost of sales — subscriber promotion subsidies — EchoStar”

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

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
Purchases from EchoStar	2012		2011		2012		2011
	(In thousands)
Set-top boxes and other equipment	$	254,350	$	270,629	$	491,715	$	542,755

Set-top boxes and other equipment included in “Cost of sales — subscriber promotion subsidies — EchoStar”	$	51,580	$	62,868	$	133,854	$	117,294

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

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

“General and administrative expenses — EchoStar”

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

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

· Inverness Lease Agreement. The lease for certain space at 90 Inverness Circle East in Englewood, Colorado is for a period ending on December 31, 2016. This agreement can be terminated by either party upon six months prior notice.

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

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

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

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

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

DISHOnline.com Services Agreement. Effective January 1, 2010, we entered into a two-year agreement with EchoStar pursuant to which we will receive certain services associated with an online video portal. The fees for the services provided under this services agreement depend, among other things, upon the cost to develop and operate such services. We have the option to renew this agreement for three successive one year terms and the agreement may be terminated for any reason upon at least 120 days notice to EchoStar. In November 2011, we exercised our right to renew this agreement for a one-year period ending on December 31, 2012.

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

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

Blockbuster. On April 26, 2011, we completed the Blockbuster Acquisition. During the second quarter 2011, EchoStar acquired Hughes. Blockbuster purchased certain broadband products and services from Hughes pursuant to an agreement that was entered into prior to the Blockbuster Acquisition and EchoStar’s acquisition of Hughes. Subsequent to these transactions, Blockbuster entered into a new agreement with Hughes which extends for a period through October 31, 2014, pursuant to which Blockbuster may continue to purchase certain broadband products and services from Hughes. Blockbuster has the option to renew the agreement for an additional one year period.

Additionally, on August 5, 2011, we entered into a letter agreement with EchoStar pursuant to which certain assets used to support Blockbuster’s website were transferred to EchoStar and they agreed to provide certain technical and infrastructure support for the Blockbuster website to us. The fees for the services provided under the letter agreement are calculated at cost plus a fixed margin, which varies depending upon the nature of the services provided. The letter agreement provides that it shall continue in effect until the completion of a definitive agreement between EchoStar and us setting forth the terms of the support of the Blockbuster website. In addition to the services expensed, during the three and six months ended June 30, 2012, we capitalized $3 million and $7 million of these services, respectively, which are included in “Property and equipment, net” and “Other noncurrent assets” on our Condensed Consolidated Balance Sheets.

Move Networks Services Agreement. In the fourth quarter 2011, EchoStar granted us the right to use Move Network’s software and video publishing systems, which facilitate the streaming, downloading and distribution of audio and video content to set-top boxes via the Internet. The fees for the services provided under this agreement are based upon a fixed fee which varies based upon the number of set-top boxes in a given month that access Move Network’s software. This agreement has a term of five years with automatic renewal for successive one year terms and may be terminated for any reason upon at least 180 days notice to EchoStar.

Other Agreements — EchoStar

Tax Sharing Agreement. In connection with the Spin-off, we 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 us, and we will indemnify EchoStar for such taxes. However, we are not liable for and will not indemnify EchoStar for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Internal Revenue Code of 1986, as amended (the “Code”) because of: (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets; (ii) any action that EchoStar takes or fails to take; or (iii) any action that EchoStar takes that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar is solely liable for, and will indemnify us for, any resulting taxes, as well as any losses, claims and expenses. The tax sharing agreement will only terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed.

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

Under the settlement agreement, all pending litigation has been dismissed with prejudice and all injunctions that permanently restrain, enjoin or compel any action by us or EchoStar have been dissolved. We 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 us, we 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 us and EchoStar based on historical sales of certain licensed products, with us being responsible for 95% of each annual payment.

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

Because both we and EchoStar were defendants in the TiVo lawsuit, we 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, we determined that we were 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. We and EchoStar further agreed that EchoStar’s $5 million contribution would not exhaust EchoStar’s liability to us for other intellectual property claims that may arise under the receiver agreement. We and EchoStar also agreed that we would each be entitled to joint ownership of, and a cross-license to use, any intellectual property developed in connection with any potential new alternative technology. 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, we 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) we and such third party licensed our 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, we and EchoStar may elect to extend our 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 us and EchoStar, we and EchoStar agreed to allocate our respective payments to such third party based on our respective percentage of combined total revenue.

Sprint Settlement Agreement. On November 3, 2011, we 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 us 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, we made a net payment of approximately $114 million to Sprint.

Other Agreements

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

Related Party Transactions with NagraStar L.L.C.

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

The table below summarizes our transactions with NagraStar.

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	17,355	$	19,716	$	34,839	$	40,445

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	6,374	$	5,853

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Fair Value Measurements

Fair Value Measurements

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

- Definition

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

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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

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Basic and Diluted Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Basic and Diluted Net Income (Loss) Per Share

Tabular disclosure of the effect of income (loss) on the entity's basic and diluted earnings per share

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands, except per share amounts)
Net income (loss) attributable to DISH Network	$	225,732	$	334,760	$	586,042	$	884,154

Weighted-average common shares outstanding - Class A and B common stock:
Basic	450,292		445,579		448,791		444,475
Dilutive impact of stock awards outstanding	2,785		1,718		2,634		1,319
Diluted	453,077		447,297		451,425		445,794

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	0.50	$	0.75	$	1.31	$	1.99
Diluted net income (loss) per share attributable to DISH Network	$	0.50	$	0.75	$	1.30	$	1.98

Schedule of dilutive securities not included in the diluted EPS calculation

	As of June 30,
	2012	2011
	(In thousands)
Performance-based options	7,976	10,997
Restricted Performance Units	1,198	1,387
Total	9,174	12,384

Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2012

Other Comprehensive Income (Loss)

Schedule of tax effect allocated to component of other comprehensive income (loss)

	For the Three Months
	Ended June 30,
	2012								2011
	Before			Tax		Net			Before			Tax		Net
	Tax			(Expense)		of Tax			Tax			(Expense)		of Tax
	Amount			Benefit		Amount			Amount			Benefit		Amount
	(In thousands)
Foreign currency translation adjustments	$	(1,965	)	$	—	$	(1,965	)	$	(6,900	)	$	—	$	(6,900	)
Unrealized holding gains (losses) on available-for-sale securities	(69,393		)	—		(69,393		)	25,269			—		25,269
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(3,135		)	—		(3,135		)	4,658			—		4,658
Other comprehensive income (loss)	$	(74,493	)	$	—	$	(74,493	)	$	23,027		$	—	$	23,027

	For the Six Months
	Ended June 30,
	2012								2011
	Before			Tax		Net			Before			Tax		Net
	Tax			(Expense)		of Tax			Tax			(Expense)		of Tax
	Amount			Benefit		Amount			Amount			Benefit		Amount
	(In thousands)
Foreign currency translation adjustments	$	1,288		$	—	$	1,288		$	(6,900	)	$	—	$	(6,900	)
Unrealized holding gains (losses) on available-for-sale securities	(18,372		)	—		(18,372		)	93,069			—		93,069
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(84,022		)	—		(84,022		)	(1,638		)	—		(1,638		)
Other comprehensive income (loss)	$	(101,106	)	$	—	$	(101,106	)	$	84,531		$	—	$	84,531

Schedule of accumulated other comprehensive income (loss)

	Foreign			Unrealized /
	Currency			Recognized
	Translation			Gains
Accumulated Other Comprehensive Income (Loss)	Adjustment			(Losses)			Total
	(In thousands)
Balance as of December 31, 2011	$	(9,139	)	$	91,182		$	82,043
Current period activity	1,288			(102,394		)	(101,106		)
Tax (expense) benefit	—			—			—
Balance as of June 30, 2012	$	(7,851	)	$	(11,212	)	$	(19,063	)

- Definition

Tabular disclosure of components of comprehensive income (loss) including, but not limited to: (a) foreign currency translation adjustments; (b) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (c) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (d) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (e) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (f) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (g) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References+ Details

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

6 Months Ended

Jun. 30, 2012

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

Schedule of marketable investment securities, restricted cash and other investment securities

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	49,303	$	160,555
Current marketable investment securities - strategic	737,400		360,052
Current marketable investment securities - other	1,456,790		911,138
Total current marketable investment securities	2,243,493		1,431,745
Restricted marketable investment securities (1)	79,920		65,843
Noncurrent marketable investment securities - ARS and MBS (2)	103,639		109,327
Total marketable investment securities	2,427,052		1,606,915

Restricted cash and cash equivalents (1)	54,050		66,592

Other investment securities:
Other investment securities - cost method (2)	2,879		2,805
Investment in DBSD North America (Note 8)	—		1,297,614
Total other investment securities	2,879		1,300,419

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	2,483,981	$	2,973,926

Schedule of unrealized gain (loss) on marketable investment securities

	As of June 30, 2012										As of December 31, 2011
	Marketable										Marketable
	Investment		Unrealized								Investment		Unrealized
	Securities		Gains		Losses			Net			Securities		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	49,303	$	—	$	—		$	—		$	160,555	$	—	$	—		$	—
ARS and MBS	45,781		1,212		(12,703		)	(11,491		)	46,657		848		(14,486		)	(13,638		)
ARS fair value election	57,858		—		—			—			62,670		—		—			—
Other (including restricted)	1,973,467		1,038		(3,001		)	(1,963		)	994,021		5,526		(6,565		)	(1,039		)
Equity securities:
Other	300,643		89,789		(87,547		)	2,242			343,012		89,044		(61,934		)	27,110
Subtotal	2,427,052		92,039		(103,251		)	(11,212		)	1,606,915		95,418		(82,985		)	12,433
Investment in DBSD North America (1)	—		—		—			—			839,009		78,749		—			78,749
Total	$	2,427,052	$	92,039	$	(103,251	)	$	(11,212	)	$	2,445,924	$	174,167	$	(82,985	)	$	91,182

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

	As of
	June 30, 2012					December 31, 2011
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	910,852	$	(1,375	)	$	694,199	$	(4,793	)
12 months or more	143,294		(14,329		)	98,240		(16,258		)
Equity Securities:
Less than 12 months	79,353		(36,269		)	247,683		(61,934		)
12 months or more	59,620		(51,278		)			—
Total	$	1,193,119	$	(103,251	)	$	1,040,122	$	(82,985	)

Schedule of fair value measurements

	As of
	June 30, 2012								December 31, 2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	2,392,319	$	45,974	$	2,346,345	$	—	$	397,777	$	46,371	$	351,406	$	—

Debt securities:
VRDNs	$	49,303	$	—	$	49,303	$	—	$	160,555	$	—	$	160,555	$	—
ARS and MBS	103,639		—		1,666		101,973		109,327		—		3,412		105,915
Other (including restricted)	1,973,467		—		1,973,467		—		994,021		—		994,021		—

Equity securities	300,643		300,643		—		—		343,012		343,012		—		—

Subtotal	2,427,052		300,643		2,024,436		101,973		1,606,915		343,012		1,157,988		105,915
Investment in DBSD North America (1)	—		—		—		—		839,009		—		—		839,009
Total	$	2,427,052	$	300,643	$	2,024,436	$	101,973	$	2,445,924	$	343,012	$	1,157,988	$	944,924

Schedule of changes in Level 3 instruments

	Level 3
	Investment
	Securities
	(In thousands)
Balance as of December 31, 2011	$	944,924
Net realized and unrealized gains (losses) included in earnings	74,108
Net realized and unrealized gains (losses) included in other comprehensive income (loss)	(76,704		)
Purchases	—
Settlements (1)	(840,355		)
Issuances	—
Transfers from level 2 to level 3	—
Balance as of June 30, 2012	$	101,973

Schedule of gains and losses on sales and changes in carrying values of investments

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
Other Income (Expense):	2012			2011			2012			2011
	(In thousands)
Marketable investment securities - gains (losses) on sales/exchanges	$	3,117		$	(4,659	)	$	7,736		$	1,732
Marketable investment securities - unrealized gains (losses) on investments accounted for at fair value	(11,541		)	(14,735		)	(3,062		)	(19,508		)
Marketable investment securities - gains (losses) on conversion of DBSD North America Notes (1)	—			—			99,445			—
Other investment securities - gains (losses) on sales/exchanges	—			—			—			10,000
Marketable investment securities - other-than-temporary impairments	—			—			(2,481		)	—
Other	976			(400		)	1,196			(385		)
Total	$	(7,448	)	$	(19,794	)	$	102,834		$	(8,161	)

- Definition

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

+ References+ Details

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income, and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References+ Details

- Definition

Tabular disclosure of the realized and unrealized gains and losses reported in the statement of income which have resulted from the sale and holding of marketable securities, respectively, as well as the sale or disposal of cost method investments. Such amounts would include realized gains and losses on the sale or disposal of trading, available-for-sale, and held-to-maturity securities, unrealized gains and losses on trading securities, unrealized gains and losses on available-for-sale and held-to-maturity securities transferred to the trading securities category, realized gains and losses on the sale or disposal of cost method investments, and losses recognized for other than temporary impairments (OTTI) of such investments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 115

-Paragraph 21

-Subparagraph d

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

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 5

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

Reference 3: http://www.xbrl.org/2003/role/presentationRef

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-Name Statement of Financial Accounting Standard (FAS)

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

Reference 4: http://www.xbrl.org/2003/role/presentationRef

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Reference 5: http://www.xbrl.org/2003/role/presentationRef

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-Name Staff Accounting Bulletin (SAB)

-Number Topic 5

-Section M

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-Name Accounting Standards Codification

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-SubTopic 10

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-Subparagraph (c)-(e)

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-SubTopic 10

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-Paragraph 10

-Subparagraph (c)

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-Name Accounting Standards Codification

-Topic 320

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SAB TOPIC 5.M)

-URI http://asc.fasb.org/extlink&oid=6784337&loc=d3e87990-122713

+ Details

Inventory (Tables)

6 Months Ended

Jun. 30, 2012

Inventory

Schedule of inventory

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
DISH:
Finished goods - DBS	$	251,679	$	295,058
Raw materials	166,282		183,711
Work-in-process - used	64,317		29,228
Work-in-process - new	535		2,308
Total DISH inventory	482,813		510,305
Blockbuster:
Rental library	83,547		104,238
Merchandise	79,243		92,608
Total Blockbuster inventory	162,790		196,846
Wireless Spectrum:
Finished goods	1,619		—
Total Wireless Spectrum inventory	1,619		—
Total inventory	$	647,222	$	707,151

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2012

Property and Equipment

Schedule of depreciation and amortization expense

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Equipment leased to customers	$	163,474	$	189,030	$	315,917	$	372,017
Satellites	38,616		32,087		72,453		64,178
Buildings, furniture, fixtures, equipment and other	29,253		15,932		51,671		30,551
148 degree orbital location (1)	67,776		—		67,776		—
Total depreciation and amortization	$	299,119	$	237,049	$	507,817	$	466,746

(1) See “FCC Authorizations” below.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2012

Acquisitions

Schedule of preliminary allocation of the DBSD and TerreStar assets acquired

	Preliminary
	Purchase
	Price
	Allocation
	(In thousands)
Cash	$	5,230
Current and noncurrent assets	6,705
Property and equipment	1,206,663
Goodwill (1)	24,935
FCC authorizations	1,949,000
Current liabilities	(62,692		)
Noncurrent liabilities	(270,193		)
Total acquisition consideration	$	2,859,648

(1) This amount is deductible for tax purposes and is included as a component of “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets.

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2012

Long-Term Debt

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

	As of
	June 30, 2012				December 31, 2011
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013	$	500,000	$	527,500	$	500,000	$	535,000
6 5/8% Senior Notes due 2014	1,000,000		1,075,330		1,000,000		1,060,000
7 3/4% Senior Notes due 2015	750,000		834,375		750,000		817,500
7 1/8% Senior Notes due 2016	1,500,000		1,653,750		1,500,000		1,593,750
4 5/8% Senior Notes due 2017	900,000		884,250		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,606,500		1,400,000		1,589,000
6 3/4% Senior Notes due 2021	2,000,000		2,151,800		2,000,000		2,140,000
5 7/8% Senior Notes due 2022 (1)	1,000,000		1,005,000		—		—
Mortgages and other notes payable	92,998		92,998		71,871		71,871
Subtotal	9,142,998		$	9,831,503	7,221,871		$	7,807,121
Capital lease obligations (2)	256,472		NA		271,908		NA
Total long-term debt and capital lease obligations (including current portion)	$	9,399,470			$	7,493,779

(1) Excludes $1.0 billion in additional 5 7/8% Senior Notes due 2022 issued on July 26, 2012.

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-SubTopic 10

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-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 22

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

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-Name Accounting Standards Codification

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+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Share-based compensation

Schedule of stock awards outstanding

	As of June 30, 2012
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH Network employees	16,240,574	1,102,581	762,003	46,020
Held by EchoStar employees	2,555,901	94,999	N/A	N/A
Total	18,796,475	1,197,580	762,003	46,020

Schedule of stock option activity

	For the Six Months
	Ended June 30, 2012
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	21,336,159		$	20.53
Granted	501,500		$	32.14
Exercised	(2,633,284	)	$	18.22
Forfeited and cancelled	(407,900	)	$	20.42
Total options outstanding, end of period	18,796,475		$	18.99
Performance-based options outstanding, end of period (2)	7,976,150		$	18.84
Exercisable at end of period	7,847,529		$	18.38

(1) The beginning of period weighted-average exercise price of $20.53 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2011.

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

Schedule of realized tax benefits from stock awards exercised

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	10,204	$	5,614	$	11,947	$	6,409

Schedule of aggregate intrinsic value of stock options outstanding and exercisable

	As of June 30, 2012
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	184,022	$	81,864

Schedule of restricted stock unit activity

	For the Six Months
	Ended June 30, 2012
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,284,708		$	23.25
Granted	—		$	—
Vested	(24,795	)	$	22.94
Forfeited and cancelled	(62,333	)	$	25.94
Total restricted stock units outstanding, end of period	1,197,580		$	23.06
Restricted Performance Units outstanding, end of period (1)	1,197,580		$	23.06

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

	As of June 30, 2012
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	3,217,500	$	21.10
2008 LTIP	1,758,650	$	10.77
Other employee performance awards	3,000,000	$	21.16
Total	7,976,150	$	18.84

Restricted Performance Units
2005 LTIP	321,830
2008 LTIP	10,750
Other employee performance awards	865,000
Total	1,197,580

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

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Subscriber-related	$	357	$	340	$	1,194	$	1,317
General and administrative	6,660		3,378		29,005		17,578
Total non-cash, stock-based compensation	$	7,017	$	3,718	$	30,199	$	18,895

Schedule of assumptions of Black-Scholes option valuation model

	For the Three Months		For the Six Months
	Ended June 30,		Ended June 30,
Stock Options	2012	2011	2012	2011
Risk-free interest rate	0.41% - 0.87%	1.76% - 3.18%	0.41% - 1.29%	1.76% - 3.18%
Volatility factor	33.15% - 38.87%	31.74% - 41.00%	33.15% - 39.34%	31.74% - 41.00%
Expected term of options in years	3.1 - 5.8	4.7 - 10.0	3.1 - 5.9	4.7 - 10.0
Weighted-average fair value of options granted	$6.72 - $10.72	$11.33 - $14.77	$6.72 - $12.69	$9.16 - $14.77

LTIP 2005

Share-based compensation

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

	2005 LTIP
	Total		Vested Portion (1)
	(In thousands)
DISH Network awards held by DISH Network employees	$	35,608	$	29,390
EchoStar awards held by DISH Network employees	6,409		5,391
Total	$	42,017	$	34,781

(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 and Other Performance Awards

Share-based compensation

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

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2012		2011			2012		2011
	(In thousands)
2008 LTIP	$	2,340	$	1,495		$	8,179	$	14,299
Other employee performance awards	1,433		(87		)	4,572		(12		)
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	3,773	$	1,408		$	12,751	$	14,287

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

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2008 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2012	$	1,916	$	2,128
Estimated contingent expense subsequent to 2012	2,020		46,559
Total estimated remaining expense over the term of the plan	$	3,936	$	48,687

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting

Schedule of assets, revenue, and net income (loss)


	As of
	June 30,			December 31,
	2012			2011
	(In thousands)
Total assets:
DISH (1)	$	10,965,190		$	11,104,003
Blockbuster	405,608			453,661
Wireless Spectrum (1)	3,922,914			—
Eliminations	(772,549		)	(87,433		)
Total assets	$	14,521,163		$	11,470,231

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
	2012			2011		2012			2011
	(In thousands)
Revenue:
DISH	$	3,324,099		$	3,336,208	$	6,577,021		$	6,560,269
Blockbuster	253,312			253,953		587,303			253,953
Wireless Spectrum	296			—		329			70
Eliminations	(5,941		)	—		(11,018		)	—
Total revenue	$	3,571,766		$	3,590,161	$	7,153,635		$	6,814,292

Operating income (loss):
DISH	$	499,373		$	707,377	$	1,065,918		$	1,690,660
Blockbuster	(13,333		)	10,405		624			10,405
Wireless Spectrum	(17,688		)	—		(25,779		)	70
Total operating income (loss)	$	468,352		$	717,782	$	1,040,763		$	1,701,135

(1) The decrease in DISH total assets resulted from the reclassification of assets to the wireless spectrum segment.

Schedule of revenue attributed to the United States and other foreign locations

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Revenue:
United States	$	3,453,353	$	3,486,303	$	6,909,992	$	6,710,434
United Kingdom	69,523		63,660		140,234		63,660
Mexico	35,383		28,030		76,689		28,030
Other	13,507		12,168		26,720		12,168
Total revenue	$	3,571,766	$	3,590,161	$	7,153,635	$	6,814,292

- Definition

Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.

+ References+ Details

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References+ Details

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2012

Related Party Transactions

Schedule of dollar value of set-top boxes and other equipment purchased from EchoStar and purchases included in "Cost of sales- subscriber promotion subsidies- EchoStar"

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
Purchases from EchoStar	2012		2011		2012		2011
	(In thousands)
Set-top boxes and other equipment	$	254,350	$	270,629	$	491,715	$	542,755

Set-top boxes and other equipment included in “Cost of sales — subscriber promotion subsidies — EchoStar”	$	51,580	$	62,868	$	133,854	$	117,294

Schedule of transactions with NagraStar

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	17,355	$	19,716	$	34,839	$	40,445

	As of
	June 30,		December 31,
	2012		2011
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	6,374	$	5,853

Organization and Business Activities (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012 segment subscriber	Dec. 31, 2008	Mar. 09, 2012 Sprint Settlement Agreement	Mar. 09, 2012 TerreStar Networks, Inc. ("TerreStar")	Mar. 09, 2012 DBSD North America (ICO)
Organization and Business Activities
Number of primary business segments	3
Number of DISH Network subscribers	14,061,000
Spectrum Investments
Payment to acquire certain 700 MHz wireless licenses		$ 712
Commitment to acquire percentage ownership interest	100.00%
Payments to acquire wireless spectrum assets	2,860
Purchase price			$ 114	$ 1,382	$ 1,364

- Definition

The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.

+ References+ Details

Basic and Diluted Net Income (Loss) Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Basic and Diluted Net Income (Loss) Per Share
Net income (loss) attributable to DISH Network	$ 225,732	$ 334,760	$ 586,042	$ 884,154
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	450,292	445,579	448,791	444,475
Dilutive impact of stock awards outstanding (in shares)	2,785	1,718	2,634	1,319
Diluted (in shares)	453,077	447,297	451,425	445,794
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.50	$ 0.75	$ 1.31	$ 1.99
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.50	$ 0.75	$ 1.30	$ 1.98

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Regulation S-X (SX)

-Number 210

-Article 5

-Section 03

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-Section 04

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-Section 04

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-Paragraph 1

-Subparagraph (SX 210.7-04.19)

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References+ Details

- Definition

The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.

+ References+ Details

- Definition

Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

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-Glossary Weighted-Average Number of Common Shares Outstanding

-URI http://asc.fasb.org/extlink&oid=6528421

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+ Details

Basic and Diluted Net Income (Loss) Per Share (Details 2) (Class A common stock)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Stock awards
Antidilutive securities excluded from computation of earnings per share
Antidilutive securities excluded from computation of earnings per share	3,300,000	5,500,000
Performance-based options
Antidilutive securities excluded from computation of earnings per share
Dilutive securities excluded from computation of earnings per share	7,976,000	10,997,000
Restricted Performance Units
Antidilutive securities excluded from computation of earnings per share
Dilutive securities excluded from computation of earnings per share	1,198,000	1,387,000
Long-Term Performance Based Plans
Antidilutive securities excluded from computation of earnings per share
Dilutive securities excluded from computation of earnings per share	9,174,000	12,384,000

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

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-Number 128

-Paragraph 13, 14

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

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-Number 128

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Reference 3: http://www.xbrl.org/2003/role/presentationRef

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-Glossary Diluted Earnings Per Share

-URI http://asc.fasb.org/extlink&oid=6510752

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-Glossary Contingent Stock Agreement

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-Glossary Antidilution

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+ Details

Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Other comprehensive income (loss), before-tax amount
Foreign currency translation adjustments, before-tax amount	$ (1,965)	$ (6,900)	$ 1,288	$ (6,900)
Unrealized holding gains (losses) on available-for-sale securities, before tax amount	(69,393)	25,269	(18,372)	93,069
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss), before tax amount	(3,135)	4,658	(84,022)	(1,638)
Other comprehensive income (loss), before-tax amount	(74,493)	23,027	(101,106)	84,531
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax	(1,965)	(6,900)	1,288	(6,900)
Unrealized holding gains (losses) on available-for-sale securities, net of tax	(69,393)	25,269	(18,372)	93,069
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss), net of tax	(3,135)	4,658	(84,022)	(1,638)
Total other comprehensive income (loss), net of tax	(74,493)	23,027	(101,106)	84,531
Accumulated other comprehensive income (loss)
Foreign currency translation adjustments, balance at beginning of period, net			(9,139)
Foreign currency translation adjustments, before-tax amount, current period activity	(1,965)	(6,900)	1,288	(6,900)
Foreign currency translation adjustments, balance at end of period, net	(7,851)		(7,851)
Unrealized / Recognized Gains (Losses), balance at beginning of period, net			91,182
Unrealized / Recognized Gains (Losses), Current period activity			(102,394)
Unrealized / Recognized Gains (Losses), balance at end of period, net	(11,212)		(11,212)
Accumulated other comprehensive income (loss), balance at beginning of period, net			82,043
Other comprehensive income (loss), current period activity	(74,493)	23,027	(101,106)	84,531
Accumulated other comprehensive income (loss), balance at end of period, net	$ (19,063)		$ (19,063)

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Marketable investment securities, restricted cash and other investment securities
Current marketable investment securities	$ 2,243,493	$ 1,431,745
Restricted marketable investment securities	79,920	65,843
Noncurrent marketable investment securities - ARS and MBS	103,639	109,327
Total marketable investment securities	2,427,052	1,606,915
Restricted cash and cash equivalents	54,050	66,592
Other investment securities - cost method	2,879	2,805
Investment in DBSD North America		1,297,614
Total other investment securities	2,879	1,300,419
Total marketable investment securities, restricted cash and cash equivalents and other investment securities	2,483,981	2,973,926
Current marketable investment securities - VRDNs
Marketable investment securities, restricted cash and other investment securities
Current marketable investment securities	49,303	160,555
Current marketable investment securities - strategic
Marketable investment securities, restricted cash and other investment securities
Current marketable investment securities	737,400	360,052
Current marketable investment securities - other
Marketable investment securities, restricted cash and other investment securities
Current marketable investment securities	$ 1,456,790	$ 911,138

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 2) (USD $)			6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Current marketable investment securities - VRDNs day	Jun. 30, 2012 ARS and MBS, noncurrent	Dec. 31, 2011 ARS and MBS, noncurrent	Jun. 30, 2012 Current marketable investment securities - strategic	Dec. 31, 2011 Current marketable investment securities - strategic
Other investment securities:
Settlement period (in days)			5
ARS and MBS investments, total carrying value	$ 103,639,000	$ 109,327,000		$ 104,000,000
ARS and MBS investments, portion for which the fair value election was made				57,858,000	62,670,000
Carrying value of debt securities of a single issuer						396,000,000	16,000,000
Fair value of debt securities of a single issuer						$ 393,000,000	$ 17,000,000

- Definition

This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents investment securities as of the balance sheet date which may include marketable securities, derivative financial instruments, and investments accounted for under the equity method.

+ References+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 3) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Components of our available-for-sale investments
Debt securities	$ 2,243,493,000	$ 1,431,745,000
Total marketable investment securities	2,427,052,000	1,606,915,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains	92,039,000	95,418,000
Unrealized Losses	(103,251,000)	(82,985,000)
Unrealized Gains Losses, Net	(11,212,000)	12,433,000
Investment in DBSD North America		1,297,614,000
Contractual maturities of restricted and non-restricted marketable investment securities
Debt security with contractual maturities of one year or less	1,197,000,000
Debt securities with contractual maturities greater than one year	929,000,000
Accumulated net unrealized gains (losses)
Accumulated net unrealized gains, net of tax, in accumulated other comprehensive income (loss)	(11,212,000)	91,182,000
DBSD North America (ICO)
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		78,749,000
Unrealized Gains Losses, Net		78,749,000
Investment in DBSD North America		839,009,000
DBSD North America (ICO) \| 7.5% Convertible Senior Secured Notes due 2009
Unrealized Gains (Losses) on Marketable Investment Securities
Investment in DBSD North America		839,000,000
Interest rate on convertible senior secured notes	7.50%
Marketable Securities
Components of our available-for-sale investments
Total marketable investment securities (including DBSD North America)	2,427,052,000	2,445,924,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains	92,039,000	174,167,000
Unrealized Losses	(103,251,000)	(82,985,000)
Unrealized Gains Losses, Net	(11,212,000)	91,182,000
Current marketable investment securities - VRDNs
Components of our available-for-sale investments
Debt securities	49,303,000	160,555,000
ARS and MBS, noncurrent
Components of our available-for-sale investments
Debt securities	45,781,000	46,657,000
ARS fair value election	57,858,000	62,670,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains	1,212,000	848,000
Unrealized Losses	(12,703,000)	(14,486,000)
Unrealized Gains Losses, Net	(11,491,000)	(13,638,000)
ARS fair value election
Components of our available-for-sale investments
ARS fair value election	57,858,000	62,670,000
Other (including restricted)
Components of our available-for-sale investments
Debt securities	1,973,467,000	994,021,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains	1,038,000	5,526,000
Unrealized Losses	(3,001,000)	(6,565,000)
Unrealized Gains Losses, Net	(1,963,000)	(1,039,000)
Equity securities
Components of our available-for-sale investments
Equity securities	300,643,000	343,012,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains	89,789,000	89,044,000
Unrealized Losses	(87,547,000)	(61,934,000)
Unrealized Gains Losses, Net	$ 2,242,000	$ 27,110,000

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 4) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair value of marketable investment securities in a loss position
Total	$ 1,193,119	$ 1,040,122
Unrealized loss on marketable investment securities in a loss position
Total	(103,251)	(82,985)
Debt securities
Fair value of marketable investment securities in a loss position
Less than 12 Months	910,852	694,199
12 Months or More	143,294	98,240
Unrealized loss on marketable investment securities in a loss position
Less than 12 Months	(1,375)	(4,793)
12 Months or More	(14,329)	(16,258)
Equity securities
Fair value of marketable investment securities in a loss position
Less than 12 Months	79,353	247,683
12 Months or More	59,620
Unrealized loss on marketable investment securities in a loss position
Less than 12 Months	(36,269)	(61,934)
12 Months or More	$ (51,278)

- Definition

This item represents the excess of amortized cost basis over fair value of securities in a loss position and which are categorized neither as held-to-maturity nor trading securities.

+ References+ Details

- Definition

This item represents the aggregate fair value of investments in debt and equity securities in an unrealized loss position which are categorized neither as held-to-maturity nor trading securities.

+ References+ Details

- Definition

This item represents the excess of amortized cost basis over fair value of securities that have been in a loss position for less than twelve months for those securities which are categorized neither as held-to-maturity nor trading securities.

+ References+ Details

- Definition

This item represents the aggregate fair value of investments in debt and equity securities categorized neither as held-to-maturity nor trading securities that have been in a continuous unrealized loss position for less than twelve months.

+ References+ Details

- Definition

+ References+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 5) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair value of marketable securities
Debt and equity security	$ 2,427,052	$ 1,606,915
Debt security	2,243,493	1,431,745
Debt security	103,639	109,327
Investment in DBSD North America		1,297,614
Current marketable investment securities - VRDNs
Fair value of marketable securities
Debt security	49,303	160,555
ARS and MBS, noncurrent
Fair value of marketable securities
Debt security	104,000
Other (including restricted)
Fair value of marketable securities
Debt security	1,973,467	994,021
Equity securities
Fair value of marketable securities
Equity security	300,643	343,012
Fair value measurements on recurring basis \| Total
Fair value of marketable securities
Cash Equivalents (including restricted)	2,392,319	397,777
Debt and equity security	2,427,052	1,606,915
Investment in DBSD North America		839,009
Total marketable investment securities (including DBSD North America)	2,427,052	2,445,924
Fair value measurements on recurring basis \| Total \| Current marketable investment securities - VRDNs
Fair value of marketable securities
Debt security	49,303	160,555
Fair value measurements on recurring basis \| Total \| ARS and MBS, noncurrent
Fair value of marketable securities
Debt security	103,639	109,327
Fair value measurements on recurring basis \| Total \| Other (including restricted)
Fair value of marketable securities
Debt security	1,973,467	994,021
Fair value measurements on recurring basis \| Total \| Equity securities
Fair value of marketable securities
Equity security	300,643	343,012
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash Equivalents (including restricted)	45,974	46,371
Debt and equity security	300,643	343,012
Total marketable investment securities (including DBSD North America)	300,643	343,012
Fair value measurements on recurring basis \| Level 1 \| Equity securities
Fair value of marketable securities
Equity security	300,643	343,012
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash Equivalents (including restricted)	2,346,345	351,406
Debt and equity security	2,024,436	1,157,988
Total marketable investment securities (including DBSD North America)	2,024,436	1,157,988
Fair value measurements on recurring basis \| Level 2 \| Current marketable investment securities - VRDNs
Fair value of marketable securities
Debt security	49,303	160,555
Fair value measurements on recurring basis \| Level 2 \| ARS and MBS, noncurrent
Fair value of marketable securities
Debt security	1,666	3,412
Fair value measurements on recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt security	1,973,467	994,021
Fair value measurements on recurring basis \| Level 3
Fair value of marketable securities
Debt and equity security	101,973	105,915
Investment in DBSD North America		839,009
Interest rate on convertible senior secured notes	7.50%
Total marketable investment securities (including DBSD North America)	101,973	944,924
Fair value measurements on recurring basis \| Level 3 \| ARS and MBS, noncurrent
Fair value of marketable securities
Debt security	$ 101,973	$ 105,915

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 6) (Investment Securities, USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Investment Securities
Level 3 Investment Securities
Balance at the beginning of the period	$ 944,924
Net realized and unrealized gains (losses) included in earnings	74,108
Net realized and unrealized gains (losses) included in other comprehensive income (loss)	(76,704)
Settlements	(840,355)
Balance at the end of the period	$ 101,973

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment (Details 7) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Other Income (Expense)
Marketable investment securities - gains (losses) on sales/exchanges	$ 3,117	$ (4,659)	$ 7,736	$ 1,732
Marketable investment securities - unrealized gains (losses) on investments accounted for at fair value	(11,541)	(14,735)	(3,062)	(19,508)
Other investment securities - gains (losses) on sales/exchanges				10,000
Marketable investment securities other-than-temporary impairments			(2,481)
Other	976	(400)	1,196	(385)
Total	(7,448)	(19,794)	102,834	(8,161)
Other investment securities:
Marketable investment securities - gains (losses) on conversion of DBSD North America			99,445
DBSD North America (ICO) \| 7.5% Convertible Senior Secured Notes due 2009
Other investment securities:
Marketable investment securities - gains (losses) on conversion of DBSD North America			$ 99,000
Interest rate (as a percent)	7.50%		7.50%

Inventory (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventory
Total inventory	$ 647,222	$ 707,151
DISH Network
Inventory
Finished goods - DBS	251,679	295,058
Raw materials	166,282	183,711
Work-in-process - used	64,317	29,228
Work-in-process - new	535	2,308
Total inventory	482,813	510,305
Blockbuster
Inventory
Rental library	83,547	104,238
Merchandise	79,243	92,608
Total inventory	162,790	196,846
Wireless Spectrum
Inventory
Finished goods - DBS	1,619
Total inventory	$ 1,619

Property and Equipment (Details) (USD $)	3 Months Ended		6 Months Ended
Property and Equipment (Details) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Depreciation and amortization expense
Depreciation and amortization expense	$ 299,119,000	$ 237,049,000	$ 507,817,000	$ 466,746,000
Amount of interest capitalized			38,643,000
Property, plant and equipment, net	4,347,672,000		4,347,672,000		3,169,891,000
Increase in property, plant and equipment			1,178,000,000
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization expense	163,474,000	189,030,000	315,917,000	372,017,000
DBS Satellites
Depreciation and amortization expense
Depreciation and amortization expense	38,616,000	32,087,000	72,453,000	64,178,000
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator			13
Owned Satellites	6		6
Number of satellites utilized under operating lease			5
Number of satellites utilized under capital lease			2
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization expense	29,253,000	15,932,000	51,671,000	30,551,000
148 degree orbital location
Depreciation and amortization expense
Depreciation and amortization expense	67,776,000		67,776,000
Wireless spectrum capitalized interest balance
Depreciation and amortization expense
Amount of interest capitalized	$ 39,000,000		$ 39,000,000

- Definition

The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.

+ References+ Details

- Definition

Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.

+ References+ Details

Property and Equipment (Details 2) (USD $)	3 Months Ended		6 Months Ended
Property and Equipment (Details 2) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 satellite	Jun. 30, 2011	Dec. 31, 2011
Property and equipment
Number of other satellites to be relocated in the event of failure or loss of any satellite			1
Depreciation and amortization expense	$ 299,119,000	$ 237,049,000	$ 507,817,000	$ 466,746,000
FCC authorizations	3,272,665,000		3,272,665,000		1,391,441,000
Increase in FCC authorizations			1,881,000,000
148 degree orbital location
Property and equipment
Depreciation and amortization expense	$ 67,776,000		$ 67,776,000
EchoStar G1
Property and equipment
Depreciable Life of lives of assets (in years)			15 years
EchoStar T1
Property and equipment
Depreciable Life of lives of assets (in years)			15 years
EchoStar XI
Property and equipment
Depreciable Life of lives of assets (in years)			12 years
EchoStar XIV
Property and equipment
Depreciable Life of lives of assets (in years)			15 years
S-band satellites
Property and equipment
Number of satellites added			3
Number of satellites in-orbit			2
Number of satellites under construction			1
EchoStar I
Property and equipment
Depreciable Life of lives of assets (in years)			12 years
EchoStar VI
Property and equipment
Loss of Travelling wave tube amplifiers("TWTAs")			2
Total number of TWTAs lost			5

Acquisitions (Details) (USD $)	3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended					6 Months Ended
Acquisitions (Details) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Wireless Spectrum Assets	Jun. 30, 2012 Wireless Spectrum Assets	Jun. 30, 2012 Wireless Spectrum Assets Maximum	Jun. 30, 2012 Wireless Spectrum Assets Maximum	Jun. 30, 2012 Sprint Settlement Agreement	Mar. 09, 2012 Sprint Settlement Agreement	Mar. 09, 2012 DBSD North America (ICO)	Dec. 31, 2011 DBSD North America (ICO)	Jun. 30, 2012 DBSD North America (ICO) 7.5% Convertible Senior Secured Notes due 2009	Dec. 31, 2011 DBSD North America (ICO) 7.5% Convertible Senior Secured Notes due 2009	Mar. 09, 2012 TerreStar Networks, Inc. ("TerreStar")
Spectrum Investments
Payments to acquire wireless spectrum assets	$ 2,860,000,000		$ 2,860,000,000
Purchase price											114,000,000	1,364,000,000				1,382,000,000
Investment in DBSD North America (Note 8)					1,297,614,000					114,000,000			839,009,000		839,000,000
Net purchase price	2,859,648,000		2,859,648,000
Cash purchase price paid														2,761,000,000
Gain on conversion of senior secured notes														99,000,000
Accumulated other comprehensive income (loss)	(19,063,000)		(19,063,000)		82,043,000									78,000,000
Revenue	3,571,766,000	3,590,161,000	7,153,635,000	6,814,292,000				1,000,000	1,000,000
Operating expenses						$ 18,000,000	$ 26,000,000

Acquisitions (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Preliminary allocation of the DBSD North America and TerreStar assets acquired
Cash	$ 5,230	$ 5,230
Current and non current assets	6,705
Property and equipment	1,206,663
Goodwill	24,935
FCC authorizations	1,949,000
Current liabilities	(62,692)
Noncurrent liabilities	(270,193)
Total purchase price	$ 2,859,648

- Definition

The total purchase price of the acquired entity. This includes cash paid to equity interest holders of the acquired entity, fair value of debt and equity securities issued to equity holders of the acquired entity, and transaction costs paid to third parties to consummate the acquisition.

+ References+ Details

- Definition

The amount of acquisition cost of a business combination allocated to current liabilities of the acquired entity.

+ References+ Details

- Definition

The amount of acquisition cost of a business combination allocated to noncurrent liabilities of the acquired entity.

+ References+ Details

Long-Term Debt (Details) (USD $)	1 Months Ended
Long-Term Debt (Details) (USD $)	Jul. 31, 2012	Jul. 26, 2012 Y	Jun. 30, 2012 Y	May 16, 2012 Y
4 5/8% Senior Notes due 2017
Debt Instrument
Aggregate principal amount				$ 900,000,000
Interest rate (as a percent)			4.625%	4.625%
Term of debt instrument (in years)			5	5
Debt instrument issuance as a percentage of the face amount				100.00%
Percentage of principal amount at which the entity may redeem some or all of the notes at any time (as a percent)			100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control (as a percent)			101.00%
4 5/8% Senior Notes due 2017 \| Redemption Prior to July 15, 2015
Debt Instrument
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
Debt Instrument
Aggregate principal amount				1,000,000,000
Additional borrowings	$ 1,000,000,000
Interest rate (as a percent)		5.875%	5.875%	5.875%
Term of debt instrument (in years)		10	10	10
Debt instrument issuance as a percentage of the face amount		100.75%		100.00%
Percentage of principal amount at which the entity may redeem some or all of the notes at any time (as a percent)			100.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control (as a percent)			101.00%
5 7/8% Senior Notes due 2022 \| Redemption Prior to July 15, 2015
Debt Instrument
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions			35.00%

Long-Term Debt (Details 2) (USD $)																	1 Months Ended
Long-Term Debt (Details 2) (USD $)	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 7 % Senior Notes due 2013	Dec. 31, 2011 7 % Senior Notes due 2013	Jun. 30, 2012 6 5/8% Senior Notes due 2014	Dec. 31, 2011 6 5/8% Senior Notes due 2014	Jun. 30, 2012 7 3/4% Senior Notes due 2015	Dec. 31, 2011 7 3/4% Senior Notes due 2015	Jun. 30, 2012 7 1/8% Senior Notes due 2016	Dec. 31, 2011 7 1/8% Senior Notes due 2016	Jun. 30, 2012 7 7/8% Senior Notes due 2019	Dec. 31, 2011 7 7/8% Senior Notes due 2019	Jun. 30, 2012 6 3/4% Senior Notes due 2021	Dec. 31, 2011 6 3/4% Senior Notes due 2021	Jun. 30, 2012 4 5/8% Senior Notes due 2017	May 16, 2012 4 5/8% Senior Notes due 2017	Jul. 31, 2012 5 7/8% Senior Notes due 2022	Jul. 26, 2012 5 7/8% Senior Notes due 2022	Jun. 30, 2012 5 7/8% Senior Notes due 2022	May 16, 2012 5 7/8% Senior Notes due 2022	Jun. 30, 2012 Mortgages and other notes payable	Dec. 31, 2011 Mortgages and other notes payable
Long-term debt
Carrying Value	$ 9,142,998,000	$ 7,221,871,000	$ 500,000,000	$ 500,000,000	$ 1,000,000,000	$ 1,000,000,000	$ 750,000,000	$ 750,000,000	$ 1,500,000,000	$ 1,500,000,000	$ 1,400,000,000	$ 1,400,000,000	$ 2,000,000,000	$ 2,000,000,000	$ 900,000,000				$ 1,000,000,000		$ 92,998,000	$ 71,871,000
Fair Value	9,831,503,000	7,807,121,000	527,500,000	535,000,000	1,075,330,000	1,060,000,000	834,375,000	817,500,000	1,653,750,000	1,593,750,000	1,606,500,000	1,589,000,000	2,151,800,000	2,140,000,000	884,250,000				1,005,000,000		92,998,000	71,871,000
Capital lease obligations	256,472,000	271,908,000
Long-term debt and capital lease obligations (including current portion)	9,399,470,000	7,493,779,000
Interest rate (as a percent)			7.00%	7.00%	6.625%	6.625%	7.75%	7.75%	7.125%	7.125%	7.875%	7.875%	6.75%	6.75%	4.625%	4.625%		5.875%	5.875%	5.875%
Additional borrowings																	$ 1,000,000,000

- Definition

Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer.

+ References+ Details

Stock-Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended		1 Months Ended	6 Months Ended								1 Months Ended	3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended							1 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended					3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011 Class A common stock	Jun. 30, 2012 Class A common stock	Dec. 31, 2011 Class B common stock	Jun. 30, 2012 Non-Performance Based Stock Awards Y	Jun. 30, 2012 Restricted stock units	Jan. 02, 2008 Restricted stock units	Jun. 30, 2012 Restricted stock units DISH Network Awards	Jun. 30, 2012 Restricted stock units DISH Network Awards Held by DISH Network employees	Jun. 30, 2012 Restricted stock units DISH Network Awards Held by EchoStar employees	Jun. 30, 2012 Restricted stock units EchoStar Awards	Jun. 30, 2012 Restricted stock units EchoStar Awards Held by DISH Network employees	Jan. 31, 2008 Stock options	Jun. 30, 2012 Stock options Y	Jun. 30, 2011 Stock options Y	Jun. 30, 2012 Stock options Y	Jun. 30, 2011 Stock options Y	Jan. 02, 2008 Stock options multiplicationfactor item	Jun. 30, 2012 Stock options Maximum	Jun. 30, 2011 Stock options Maximum	Jun. 30, 2012 Stock options Maximum	Jun. 30, 2011 Stock options Maximum	Jun. 30, 2012 Stock options Minimum	Jun. 30, 2011 Stock options Minimum	Jun. 30, 2012 Stock options Minimum	Jun. 30, 2011 Stock options Minimum	Jun. 30, 2012 Stock options DISH Network Awards	Jun. 30, 2012 Stock options DISH Network Awards Held by DISH Network employees	Jun. 30, 2012 Stock options DISH Network Awards Held by EchoStar employees	Jun. 30, 2012 Stock options EchoStar Awards	Jun. 30, 2012 Stock options EchoStar Awards Held by DISH Network employees	Jan. 31, 2012 2012 stock option adjustment employee	Jun. 30, 2012 2012 stock option adjustment	Jun. 30, 2012 Long-Term Performance Based Plans	Jun. 30, 2011 Long-Term Performance Based Plans	Jun. 30, 2012 Long-Term Performance Based Plans	Jun. 30, 2011 Long-Term Performance Based Plans	Jun. 30, 2012 LTIP 2005	Jun. 30, 2012 LTIP 2005 DISH Network Awards Held by DISH Network employees	Jun. 30, 2012 LTIP 2005 EchoStar Awards Held by DISH Network employees	Jun. 30, 2012 LTIP 2008 and Other Performance Awards	Jun. 30, 2011 LTIP 2008 and Other Performance Awards	Jun. 30, 2012 LTIP 2008 and Other Performance Awards	Jun. 30, 2011 LTIP 2008 and Other Performance Awards	Jun. 30, 2012 Other Employee Performance Awards	Jun. 30, 2011 Other Employee Performance Awards	Jun. 30, 2012 Other Employee Performance Awards	Jun. 30, 2011 Other Employee Performance Awards
Share-based compensation
Expiration term (in years)																			P10Y
Percentage of stock awards vesting per year (as a percent)			20 per year
Number of stock options subject to an exercise price change in connection with the Stock Option Adjustment (in shares)																																			21,200,000
Number of common stock available for future grant under stock incentive plans (in shares)						72,700,000
Dividend in cash per share					$ 2.00		$ 2.00
Reduction in exercise price due to dividend declaration (in dollars per share)																																			$ 2.00
Number of employees affected by stock option adjustment																																			600
Stock option converted into new stock options (in shares)																					2
Multiplication factor for conversion of original stock option to adjusted stock option																					0.831219
Portion of the number of shares that were exercisable under the original option needed to receive a new stock option																one-fifth
Multiplication factor for conversion of original stock option to new stock option																					0.843907
One Echostar restricted stock unit converted into new Dish Network restricted stock units (in shares)										5
Stock option activity
Total options outstanding at the beginning of the period (in shares)																			21,336,159											18,796,475	16,240,574	2,555,901	762,003	762,003
Granted (in shares)																			501,500
Exercised (in shares)																			(2,633,284)
Forfeited and cancelled (in shares)																			(407,900)
Total options outstanding at the end of the period (in shares)																	18,796,475		18,796,475											18,796,475	16,240,574	2,555,901	762,003	762,003			7,976,150		7,976,150		3,217,500			1,758,650		1,758,650		3,000,000		3,000,000
Exercisable at the end of the period (in shares)																	7,847,529		7,847,529
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)																			$ 20.53
Granted (in dollars per share)																	$ 32.14		$ 32.14
Exercised (in dollars per share)																	$ 18.22		$ 18.22
Forfeited and cancelled (in dollars per share)																			$ 20.42
Total options outstanding at the end of the period (in dollars per share)																	$ 18.99		$ 18.99																		$ 18.84		$ 18.84		$ 21.10			$ 10.77		$ 10.77		$ 21.16		$ 21.16
Exercisable, Weighted-Average Exercise Price (in dollars per share)																	$ 18.38		$ 18.38
Share-based compensation additional disclosures
Remaining portion to meet vesting condition (as a percent)																																												30.00%		30.00%
Portion meeting vesting condition (as a percent)																																												70.00%		70.00%
Future forfeiture rate (as a percent)								3.80%
Weighted average period for recognition of compensation cost (in years)								2
Tax benefit from stock awards exercised																	$ 10,204	$ 5,614	$ 11,947	$ 6,409
Aggregate intrinsic value
Aggregate intrinsic value of stock options outstanding																	184,022		184,022
Aggregate intrinsic value of stock options exercisable																	81,864		81,864
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)									1,284,708		1,197,580	1,102,581	94,999	46,020	46,020
Vested (in shares)									(24,795)
Forfeited and cancelled (in shares)									(62,333)
Total restricted stock units outstanding, end of period (in shares)									1,197,580		1,197,580	1,102,581	94,999	46,020	46,020																						1,197,580		1,197,580		321,830			10,750		10,750		865,000		865,000
Weighted - Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)									$ 23.25
Vested (in dollars per share)									$ 22.94
Forfeited and cancelled (in dollars per share)									$ 25.94
Total restricted stock units outstanding, end of period (in dollars per share)									$ 23.06																												$ 23.06		$ 23.06
2005 LTIP Terms
Awards vesting period (in years)																																									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 expenses
Unrecognized non-cash stock-based compensation expense on vested portion																																									34,781	29,390	5,391
Unrecognized compensation expense relating to long-term performance based incentive awards																																									42,017	35,608	6,409
Unrecognized compensation expense								26,000
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	7,017	3,718	30,199	18,895																																14,000	3,773	1,408	12,751	14,287				2,340	1,495	8,179	14,299	1,433	(87)	4,572	(12)
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2012																																												1,916		1,916		2,128		2,128
Estimated contingent expense subsequent to 2012																																												2,020		2,020		46,559		46,559
Total estimated expense remaining over the term of plan																																												$ 3,936		$ 3,936		$ 48,687		$ 48,687
Black-Scholes option valuation model, assumptions
Risk free interest rate, low end of range (as a percent)																	0.41%	1.76%	0.41%	1.76%
Risk free interest rate, high end of range (as a percent)																	0.87%	3.18%	1.29%	3.18%
Volatility factor, low end of range (as a percent)																	33.15%	31.74%	33.15%	31.74%
Volatility factor, high end of range (as a percent)																	38.87%	41.00%	39.34%	41.00%
Expected term of options, low end of range (in years)																	3.1	4.7	3.1	4.7
Expected term of options, high end of range (in years)																	5.8	10.0	5.9	10.0
Weighted-average fair value of options granted (in dollars per share)																						$ 10.72	$ 14.77	$ 12.69	$ 14.77	$ 6.72	$ 11.33	$ 6.72	$ 9.16

Stock-Based Compensation (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stock-Based Compensation
Non-cash, stock-based compensation	$ 7,017	$ 3,718	$ 30,199	$ 18,895
Subscriber-related
Stock-Based Compensation
Non-cash, stock-based compensation	357	340	1,194	1,317
General and administrative
Stock-Based Compensation
Non-cash, stock-based compensation	$ 6,660	$ 3,378	$ 29,005	$ 17,578

Stock-Based Compensation (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stock-Based Compensation
Additional non-cash, stock-based compensation cost	$ 7,017	$ 3,718	$ 30,199	$ 18,895
2012 stock option adjustment
Stock-Based Compensation
Additional non-cash, stock-based compensation cost			$ 14,000

Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2008	Mar. 09, 2012 Sprint Settlement Agreement	Mar. 09, 2012 TerreStar Networks, Inc. ("TerreStar")	Mar. 09, 2012 DBSD North America (ICO)
Spectrum Investments
Payment to acquire certain 700 MHz wireless licenses		$ 712
Payments to acquire wireless spectrum assets	2,860
Commitment to acquire percentage ownership interest	100.00%
Purchase price			$ 114	$ 1,382	$ 1,364

- Definition

The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.

+ References+ Details

Commitments and Contingencies (Details 2) (USD $)	3 Months Ended		6 Months Ended				1 Months Ended		6 Months Ended	12 Months Ended					1 Months Ended			1 Months Ended
Commitments and Contingencies (Details 2) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Satellite lease guarantees	Jun. 30, 2012 Satellite transponder guarantees	Feb. 29, 2012 ESPN-Affiliation agreements	Apr. 30, 2009 ESPN-Affiliation agreements	Jun. 30, 2012 ESPN-Affiliation agreements	Dec. 31, 2011 ESPN-Affiliation agreements	Dec. 31, 2008 ESPN-Affiliation agreements	Jun. 21, 2011 ESPN-Affiliation agreements	Dec. 31, 2010 ESPN-Affiliation agreements	Mar. 15, 2010 ESPN-Affiliation agreements	Jul. 31, 2009 Technology Development Licensing petition	Apr. 30, 2010 Voom HD Holdings motion	Dec. 31, 2007 Katz Communications-Patent infringement patent	May 31, 2012 Patent infringement or breach of agreement Maximum
Loss contingencies
Guarantees for payments					$ 148,000,000	$ 470,000,000
Guarantee term					P3Y
Claim amount								30,000,000			35,000,000					2,500,000,000
Court ruling												66,000,000		66,000,000
Attorneys' fees							5,000,000
Litigation accrual									71,000,000				42,000,000
Litigation Expense		23,728,000		(316,949,000)						24,000,000
General and administrative expenses	$ 312,877,000	$ 312,072,000	$ 676,970,000	$ 461,916,000					$ 5,000,000
Number of days to store HD primetime programs recordings																		8 days
Loss contingency terms
Number of reexamination petitions pending before patent and trademark office															2
Number of patents the suit alleges infringement of																	19
Number of motions seeking discovery sanctions																2

Segment Reporting (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended					3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
Segment Reporting (Details) (USD $)	Jun. 30, 2012 subscriber	Jun. 30, 2011	Jun. 30, 2012 segment subscriber	Jun. 30, 2011	Dec. 31, 2008	Dec. 31, 2011	Mar. 09, 2012 Sprint Settlement Agreement	Mar. 09, 2012 TerreStar Networks, Inc. ("TerreStar")	Mar. 09, 2012 DBSD North America (ICO)	Jun. 30, 2012 United States	Jun. 30, 2011 United States	Jun. 30, 2012 United States	Jun. 30, 2011 United States	Jun. 30, 2012 United Kingdom	Jun. 30, 2011 United Kingdom	Jun. 30, 2012 United Kingdom	Jun. 30, 2011 United Kingdom	Jun. 30, 2012 Mexico	Jun. 30, 2011 Mexico	Jun. 30, 2012 Mexico	Jun. 30, 2011 Mexico	Jun. 30, 2012 Other	Jun. 30, 2011 Other	Jun. 30, 2012 Other	Jun. 30, 2011 Other	Jun. 30, 2012 DISH Network	Jun. 30, 2011 DISH Network	Jun. 30, 2012 DISH Network	Jun. 30, 2011 DISH Network	Dec. 31, 2011 DISH Network	Jun. 30, 2012 Blockbuster	Jun. 30, 2011 Blockbuster	Jun. 30, 2012 Blockbuster	Jun. 30, 2011 Blockbuster	Dec. 31, 2011 Blockbuster	Jun. 30, 2012 Eliminations	Jun. 30, 2012 Eliminations	Dec. 31, 2011 Eliminations	Jun. 30, 2012 Wireless Spectrum	Jun. 30, 2012 Wireless Spectrum	Jun. 30, 2011 Wireless Spectrum	Dec. 31, 2008 Wireless Spectrum	Jun. 30, 2012 Wireless Spectrum Sprint Settlement Agreement	Jun. 30, 2012 Wireless Spectrum TerreStar Networks, Inc. ("TerreStar")	Jun. 30, 2012 Wireless Spectrum DBSD North America (ICO)
Segment Reporting
Number of primary operating business units			3
Number of DISH Network subscribers	14,061,000		14,061,000
Segment information
Payment to acquire certain 700 MHz wireless licenses					$ 712,000,000																																					$ 712,000,000
Payments to acquire wireless spectrum assets	2,860,000,000		2,860,000,000
Purchase price							114,000,000	1,382,000,000	1,364,000,000																																		114,000,000	1,382,000,000	1,364,000,000
Total assets	14,521,163,000		14,521,163,000			11,470,231,000																				10,965,190,000		10,965,190,000		11,104,003,000	405,608,000		405,608,000		453,661,000	(772,549,000)	(772,549,000)	(87,433,000)	3,922,914,000	3,922,914,000
Total revenue	3,571,766,000	3,590,161,000	7,153,635,000	6,814,292,000						3,453,353,000	3,486,303,000	6,909,992,000	6,710,434,000	69,523,000	63,660,000	140,234,000	63,660,000	35,383,000	28,030,000	76,689,000	28,030,000	13,507,000	12,168,000	26,720,000	12,168,000	3,324,099,000	3,336,208,000	6,577,021,000	6,560,269,000		253,312,000	253,953,000	587,303,000	253,953,000		(5,941,000)	(11,018,000)		296,000	329,000	70,000
Total operating income (loss)	$ 468,352,000	$ 717,782,000	$ 1,040,763,000	$ 1,701,135,000																						$ 499,373,000	$ 707,377,000	$ 1,065,918,000	$ 1,690,660,000		$ (13,333,000)	$ 10,405,000	$ 624,000	$ 10,405,000					$ (17,688,000)	$ (25,779,000)	$ 70,000

Related Party Transactions (Details) (USD $)	3 Months Ended		6 Months Ended			6 Months Ended					1 Months Ended	6 Months Ended		6 Months Ended	1 Months Ended			12 Months Ended	1 Months Ended		6 Months Ended	12 Months Ended			12 Months Ended	1 Months Ended				3 Months Ended		6 Months Ended		1 Months Ended				6 Months Ended	1 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended
Related Party Transactions (Details) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Gilbert Lease Agreement day	Jun. 30, 2012 Move Networks Services Agreement Y day	Jun. 30, 2012 Sprint Settlement Agreement	Jun. 30, 2012 Santa Fe Lease Agreement Y	Jun. 30, 2012 Inverness Lease Agreement M	Apr. 30, 2011 EchoStar TiVo vs Dish Network and EchoStar Corporation installment	Jun. 30, 2012 EchoStar TiVo vs Dish Network and EchoStar Corporation	Apr. 29, 2011 EchoStar TiVo vs Dish Network and EchoStar Corporation	Jun. 30, 2012 EchoStar Remanufactured Receiver Agreement day	Jan. 31, 2012 EchoStar Professional Services Agreement day Y	Mar. 31, 2012 EchoStar Management Services Agreement Y	Jan. 31, 2012 EchoStar Management Services Agreement day Y	Dec. 31, 2008 EchoStar Real Estate Lease Agreement Y	Jan. 31, 2012 EchoStar Broadcast Agreement day	May 31, 2010 EchoStar Certain Sports Related Programming Broadcast Agreement Y	Jun. 30, 2012 EchoStar EchoStar XVI Y	Dec. 31, 2009 EchoStar Nimiq 5 Agreement Y transponder	Dec. 31, 2009 EchoStar DISH Nimiq 5 Agreement Y transponder	Dec. 31, 2008 EchoStar QuetzSat-1 Lease Agreement transponder	Dec. 31, 2008 EchoStar QuetzSat-1 Transponder Agreement Y transponder	Jan. 31, 2012 EchoStar TT and C Agreement day	Mar. 31, 2012 EchoStar DBSD North America Agreement option day Y	Sep. 30, 2010 EchoStar Rural Utilities Service Implementation Agreement day	Jan. 31, 2012 EchoStar Receiver Agreement Y day	Jun. 30, 2012 EchoStar Receiver Agreement	Jun. 30, 2011 EchoStar Receiver Agreement	Jun. 30, 2012 EchoStar Receiver Agreement	Jun. 30, 2011 EchoStar Receiver Agreement	Jan. 31, 2012 EchoStar Product Support Agreement day	Nov. 30, 2011 EchoStar DISH Online.com Services Agreement Y	Jan. 31, 2010 EchoStar DISH Online.com Services Agreement option Y day	Feb. 28, 2010 EchoStar DISH Remote Access Services Agreement Y	Jun. 30, 2012 EchoStar DISH Remote Access Services Agreement day Y	Feb. 28, 2010 EchoStar Sling Service Services Agreement Y	Jun. 30, 2012 EchoStar Sling Service Services Agreement Y day	Dec. 31, 2011 EchoStar Patent Cross-License Agreements	Jun. 30, 2012 Blockbuster, Inc. Y	Jun. 30, 2012 NagraStar	Jun. 30, 2011 NagraStar	Jun. 30, 2012 NagraStar	Jun. 30, 2011 NagraStar	Dec. 31, 2011 NagraStar
Related Party Transactions
Minimum required notice period for termination of agreement by related party (in days)														60			30
Required notice period for termination of agreement										6
Automatic renewal period (in years)							1								1		1																		1			1		1
Required minimum notice for termination of agreement						30	180								60												30		180
Maximum grants receivable																												$ 14,000,000
Required notice period for termination by the reporting entity (in days)																	180		60							60		45	60					60		120		120		120
Agreement term (in years)							5									1		7		10		15	10													2	5		5
Agreement term (in years) from commencement of service date																					10				10
Number of DBS transponders available to receive services																						32		32
Number of DBS transponders expected to receive services																									24
Number of DBS transponders currently used																							32
Set-top boxes and other equipment purchased from EchoStar																														254,350,000	270,629,000	491,715,000	542,755,000
Set-top boxes and other equipment included in "Cost of sales - subscriber promotion subsidies - Echostar"	51,580,000	62,868,000	133,854,000	117,294,000																										51,580,000	62,868,000	133,854,000	117,294,000
Term of renewal option (in years)									1																		1		1							1						1
Number of successive one year renewal options																											4									3
Amount paid for related party transaction												5,000,000
Purchases (including fees):																																											17,355,000	19,716,000	34,839,000	40,445,000
Related party transaction expenses from transactions with related party, less than																																									10,000,000
Amounts payable to NagraStar	255,829,000		255,829,000		229,852,000																																						6,374,000		6,374,000		5,853,000
Payments to third party by related party under extension option																																									3,000,000
Capitalized expenses																																										7,000,000
Net payment for agreement settlement								114,000,000
Settlement amount											500,000,000
Initial settlement amount paid											300,000,000
Contribution from related party											10,000,000
Aggregate of six annual installment amounts between 2012 and 2017, net of contribution from related party													$ 200,000,000
Litigation settlement number of annual installments											6
Percentage of litigation settlement amount to be made by related party											95.00%