Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2013	Nov. 13, 2013
Document and Entity Information
Entity Registrant Name	DISH DBS CORP
Entity Central Index Key	0001042642
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,015
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 4,633,274	$ 3,424,387
Marketable investment securities	3,981,481	2,269,670
Trade accounts receivable - other, net of allowance for doubtful accounts of $16,237 and $13,834, respectively	853,673	819,520
Trade accounts receivable - EchoStar, net of allowance for doubtful accounts of zero	28,466	19,924
Advances to affiliates		3,854
Inventory	523,622	464,393
Deferred tax assets	91,722	91,722
Other current assets	130,581	117,157
Total current assets	10,242,819	7,210,627
Noncurrent Assets:
Restricted cash and marketable investment securities	82,780	121,661
Property and equipment, net of accumulated depreciation of $3,044,085 and $2,948,204, respectively	2,991,936	3,007,384
FCC authorizations	635,794	635,794
Other noncurrent assets, net	256,143	198,992
Total noncurrent assets	3,966,653	3,963,831
Total assets	14,209,472	11,174,458
Current Liabilities:
Trade accounts payable - other	235,743	221,839
Trade accounts payable - EchoStar	308,228	262,843
Deferred revenue and other	836,781	832,518
Accrued programming	1,199,513	1,092,346
Accrued interest	232,400	224,383
Litigation accrual		70,999
Other accrued expenses	459,978	440,990
Current portion of long-term debt and capital lease obligations	484,232	534,787
Total current liabilities	3,756,875	3,680,705
Long-Term Obligations, Net of Current Portion:
Long-term debt and capital lease obligations, net of current portion	13,604,384	11,328,944
Deferred tax liabilities	1,273,862	1,184,349
Long-term deferred revenue, distribution and carriage payments and other long-term liabilities	165,726	242,360
Total long-term obligations, net of current portion	15,043,972	12,755,653
Total liabilities	18,800,847	16,436,358
Commitments and Contingencies (Note 8)
Stockholder's Equity (Deficit):
Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding
Additional paid-in capital	1,291,042	1,254,814
Accumulated other comprehensive income (loss)	10,704	6,080
Accumulated earnings (deficit)	(5,896,154)	(6,522,794)
Total DISH DBS stockholder's equity (deficit)	(4,594,408)	(5,261,900)
Noncontrolling interest	3,033
Total stockholder's equity (deficit)	(4,591,375)	(5,261,900)
Total liabilities and stockholder's equity (deficit)	$ 14,209,472	$ 11,174,458

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Allowance for doubtful accounts on trade accounts receivable - other	$ 16,237	$ 13,834
Allowance for doubtful accounts on trade accounts receivable - EchoStar	0	0
Noncurrent Assets:
Property and equipment, accumulated depreciation	$ 3,044,085	$ 2,948,204
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	1,015	1,015
Common stock, shares outstanding	1,015	1,015

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenue:
Subscriber-related revenue	$ 3,408,510	$ 3,261,324	$ 10,131,098	$ 9,769,646
Equipment sales and other revenue	24,834	26,525	73,402	70,705
Equipment sales, services and other revenue - EchoStar	15,516	4,028	25,540	16,373
Total revenue	3,448,860	3,291,877	10,230,040	9,856,724
Costs and Expenses (exclusive of depreciation shown separately below - Note 5):
Subscriber-related expenses	1,938,142	1,808,833	5,718,781	5,396,828
Satellite and transmission expenses:
EchoStar	129,994	102,365	364,712	318,121
Other	9,951	10,186	30,036	30,371
Cost of sales - equipment, services and other	24,073	28,091	64,789	70,719
Subscriber acquisition costs:
Cost of sales - subscriber promotion subsidies	61,853	67,720	192,567	203,989
Other subscriber acquisition costs	388,904	387,718	1,083,403	1,057,513
Total subscriber acquisition costs	450,757	455,438	1,275,970	1,261,502
General and administrative expenses - EchoStar	17,722	12,502	50,296	35,203
General and administrative expenses	154,378	153,408	452,678	469,985
Litigation expense		730,457		730,457
Depreciation and amortization (Note 5)	229,749	212,931	663,410	689,664
Total costs and expenses	2,954,766	3,514,211	8,620,672	9,002,850
Operating income (loss)	494,094	(222,334)	1,609,368	853,874
Other Income (Expense):
Interest income	10,255	9,189	27,205	15,131
Interest expense, net of amounts capitalized	(220,596)	(182,438)	(663,823)	(465,554)
Other, net	75	90	268	1,998
Total other income (expense)	(210,266)	(173,159)	(636,350)	(448,425)
Income (loss) before income taxes	283,828	(395,493)	973,018	405,449
Income tax (provision) benefit, net	(97,151)	154,774	(346,228)	(146,768)
Net income (loss)	186,677	(240,719)	626,790	258,681
Less: Net income (loss) attributable to noncontrolling interest	150		150
Net income (loss) attributable to DISH DBS	186,527	(240,719)	626,640	258,681
Comprehensive Income (Loss):
Net income (loss)	186,677	(240,719)	626,790	258,681
Other comprehensive income (loss):
Unrealized holding gains (losses) on available-for-sale securities	12,730	(405)	7,728	2,451
Deferred income tax (expense) benefit, net	(3,620)		(3,104)
Total other comprehensive income (loss), net of tax	9,110	(405)	4,624	2,451
Comprehensive income (loss)	195,787	(241,124)	631,414	261,132
Less: Comprehensive income (loss) attributable to noncontrolling interest	150		150
Comprehensive income (loss)	$ 195,637	$ (241,124)	$ 631,264	$ 261,132

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows From Operating Activities:
Net income (loss)	$ 626,790	$ 258,681
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	663,410	689,664
Realized and unrealized losses (gains) on investments		(1,751)
Non-cash, stock-based compensation	25,328	34,936
Deferred tax expense (benefit)	62,826	209,435
Other, net	12,725	6,228
Change in noncurrent assets	(11,057)	(84,570)
Change in long-term deferred revenue, distribution and carriage payments and other long-term liabilities	(80,368)	4,090
Changes in current assets and current liabilities, net	40,513	735,625
Net cash flows from operating activities	1,340,167	1,852,338
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(4,540,346)	(2,318,530)
Sales and maturities of marketable investment securities	2,836,263	830,195
Purchases of property and equipment	(688,007)	(580,935)
Change in restricted cash and marketable investment securities	38,881	(1,262)
Other	(10,521)	104
Net cash flows from investing activities	(2,363,730)	(2,070,428)
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt	2,300,000	2,900,000
Proceeds from issuance of restricted debt	2,600,000
Repurchases of 7% Senior Notes due 2013	(48,552)
Redemption of restricted debt	(2,600,000)
Funding of restricted debt escrow	(2,596,750)
Release of restricted debt escrow	2,596,771
Debt issuance costs	(11,427)	(6,681)
Repayment of long-term debt and capital lease obligations	(27,633)	(26,740)
Other	20,041	7,320
Net cash flows from financing activities	2,232,450	2,873,899
Net increase (decrease) in cash and cash equivalents	1,208,887	2,655,809
Cash and cash equivalents, beginning of period	3,424,387	399,072
Cash and cash equivalents, end of period	4,633,274	3,054,881
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	662,264	384,525
Cash received for interest	26,771	15,131
Cash paid for income taxes	751	20,582
Cash paid for income taxes to DISH Network	274,894	249,214
Satellites and other assets financed under capital lease obligations	904
Receipt of marketable investment securities with no cash consideration		$ 13,237

Organization and Business Activities	9 Months Ended
Organization and Business Activities	Sep. 30, 2013
Organization and Business Activities
Organization and Business Activities	1. Organization and Business Activities *Principal Business* DISH DBS Corporation (which together with its subsidiaries is referred to as “DISH DBS,” the “Company,” “we,” “us” and/or “our” unless otherwise required by the context) is a holding company and an indirect, wholly-owned subsidiary of DISH Network Corporation (“DISH Network”). DISH DBS was formed under Colorado law in January 1996 and its common stock is held by DISH Orbital Corporation (“DOC”), a direct subsidiary of DISH Network. We operate the DISH® branded direct broadcast satellite (“DBS”) pay-TV service, which had 14.049 million subscribers in the United States as of September 30, 2013. 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 leased fiber network, in-home service and call center operations, and certain other assets utilized in our operations.

- 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	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2013
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, 2012 (“2012 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, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, fair value of multi-element arrangements, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, retailer incentives, programming expenses, subscriber lives and royalty obligations. Weak economic conditions have increased the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our 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, including U.S. treasury notes; · Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and · Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of September 30, 2013 and December 31, 2012, the carrying value for cash and cash equivalents, marketable investment securities, trade accounts receivable (net of allowance for doubtful accounts), and current liabilities (excluding the “Current portion of long-term debt and capital lease obligations”) is equal to or approximates fair value due to their short-term nature or proximity to current market rates. See Note 3 for the fair value of our marketable investment securities. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are estimated based on an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 6 for the fair value of our long-term debt. *Advertising Costs* Our advertising costs associated with acquiring new Pay-TV subscribers are expensed as incurred. During the three months ended September 30, 2013 and 2012, we recorded advertising costs of $111 million and $123 million, respectively, and during the nine months ended September 30, 2013 and 2012, we recorded advertising costs of $344 million and $330 million, respectively. Advertising costs are included in “Other subscriber acquisition costs” and “General and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). *Deferred Cost of Sales* On May 22, 2013, we launched a promotion whereby qualifying new Pay-TV subscribers may choose either an Apple® iPad® 2 or programming credits when they, among other things, commit to a two-year contract. The costs of the iPad 2 are recorded as short-term or long-term deferred cost of sales expense within “Other current assets” and “Other noncurrent assets, net,” respectively, on our Condensed Consolidated Balance Sheets and are amortized on a straight-line basis over the related contract term to “Cost of sales — equipment, services and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). *New Accounting Pronouncements* In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward or Tax Credit Carryforward Exists. ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This standard is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. We do not expect the adoption of ASU 2013-11 to have a material impact on our financial position or results of operations.

- Definition

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

+ References+ Details

Marketable Investment Securities and Restricted Cash and Cash Equivalents

9 Months Ended

Sep. 30, 2013

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Marketable Investment Securities and Restricted Cash and Cash Equivalents

3. Marketable Investment Securities and Restricted Cash and Cash Equivalents

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

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	143,665	$	124,007
Current marketable investment securities - other	3,837,816		2,145,663
Total current marketable investment securities	3,981,481		2,269,670
Restricted marketable investment securities (1)	59,670		49,044
Total marketable investment securities	4,041,151		2,318,714

Restricted cash and cash equivalents (1)	23,110		72,617

Total marketable investment securities and restricted cash and cash equivalents	$	4,064,261	$	2,391,331

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

Marketable Investment Securities

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

Current Marketable Investment Securities - VRDNs

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

Current Marketable Investment Securities — Other

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

Restricted Cash and Marketable Investment Securities

As of September 30, 2013 and December 31, 2012, our restricted marketable investment securities, together with our restricted cash, included amounts required as collateral for our letters of credit or surety bonds and for litigation. During the first quarter 2013, we released $42 million of restricted cash related to litigation. See Note 8 for further information.

Unrealized Gains (Losses) on Marketable Investment Securities

As of September 30, 2013 and December 31, 2012, we had accumulated net unrealized gains of $14 million and $7 million, respectively. These amounts, net of related tax effect, were $11 million and $6 million, respectively. All of these amounts are included in “Accumulated other comprehensive income (loss)” within “Total stockholder’s equity (deficit).” The components of our available-for-sale investments are summarized in the table below.

	As of September 30, 2013									As of December 31, 2012
	Fair		Unrealized							Fair		Unrealized
	Value		Gains		Losses			Net		Value		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	143,665	$	—	$	—		$	—	$	124,007	$	—	$	—		$	—
Other (including restricted)	3,874,652		6,182		(1,454		)	4,728		2,181,064		7,335		(1,144		)	6,191
Equity securities:
Other (1)	22,834		9,597		—			9,597		13,643		406		—			406
Total	$	4,041,151	$	15,779	$	(1,454	)	$	14,325	$	2,318,714	$	7,741	$	(1,144	)	$	6,597

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

As of September 30, 2013, restricted and non-restricted marketable investment securities included debt securities of $3.398 billion with contractual maturities within one year and $620 million with contractual maturities after one year through five years. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Marketable Investment Securities in a Loss Position

The following table reflects the length of time that the individual securities, accounted for as available-for-sale, have been in an unrealized loss position, aggregated by investment category. As of September 30, 2013 and December 31, 2012, the unrealized losses on our investments in debt securities primarily represent investments in corporate bonds. We have the ability to hold and do not intend to sell our investments in these debt securities before they recover or mature, and it is more likely than not that we will hold these investments until that time. In addition, we are not aware of any specific factors indicating that the underlying issuers of these debt securities would not be able to pay interest as it becomes due or repay the principal at maturity. Therefore, we believe that these changes in the estimated fair values of these marketable investment securities are related to temporary market fluctuations.

	As of
	September 30, 2013					December 31, 2012
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	1,605,223	$	(903	)	$	724,739	$	(865	)
12 months or more	77,496		(551		)	29,045		(279		)
Total	$	1,682,719	$	(1,454	)	$	753,784	$	(1,144	)

Fair Value Measurements

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

	As of
	September 30, 2013								December 31, 2012
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash Equivalents (including restricted)	$	4,077,784	$	277,438	$	3,800,346	$	—	$	3,014,946	$	59,386	$	2,955,560	$	—

Debt securities:
VRDNs	$	143,665	$	—	$	143,665	$	—	$	124,007	$	—	$	124,007	$	—
Other (including restricted)	3,874,652		—		3,874,652		—		2,181,064		—		2,181,064		—

Equity securities	22,834		22,834		—		—		13,643		13,643		—		—

Total	$	4,041,151	$	22,834	$	4,018,317	$	—	$	2,318,714	$	13,643	$	2,305,071	$	—

During the nine months ended September 30, 2013, we had no transfers in or out of Level 1 and Level 2 fair value measurements.

Inventory

9 Months Ended

Sep. 30, 2013

Inventory

Inventory

4. Inventory

Inventory consisted of the following:

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Finished goods - DBS	$	282,556	$	259,274
Raw materials	116,108		122,758
Work-in-process	124,958		82,361
Total inventory (1)	$	523,622	$	464,393

(1) The increase in “Total inventory” as of September 30, 2013 primarily related to an increase in Hopper® set-top boxes and broadband equipment.

- 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

9 Months Ended

Sep. 30, 2013

Property and Equipment

Property and Equipment

5. Property and Equipment

Depreciation and amortization expense consisted of the following:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Equipment leased to customers	$	188,524	$	165,959	$	538,457	$	481,876
Satellites	27,171		32,087		81,512		96,260
Buildings, furniture, fixtures, equipment and other	14,054		14,885		43,441		43,752
148 degree orbital location (1)	—		—		—		67,776
Total depreciation and amortization	$	229,749	$	212,931	$	663,410	$	689,664

(1) During the second quarter 2012, we recorded $68 million of “Depreciation and amortization” expense related to the termination of the license by the FCC for use the 148 degree orbital location.

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 15 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 seven satellites from EchoStar, which are accounted for as operating leases. See Note 10 for further discussion of our satellite leases with EchoStar. We also lease two 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.

EchoStar XVIII Launch Service. Pursuant to the Professional Services Agreement DISH Network entered into with EchoStar in 2010, DISH Network has the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for it, which includes the procurement of satellite launch services. During November 2012, EchoStar entered into an agreement with ArianeSpace S.A. (“Ariane”) for certain launch services, pursuant to which DISH Network was designated in September 2013 by EchoStar to receive certain launch services from Ariane. During October 2013, DISH Network entered into an agreement directly with Ariane for these launch services. In total, DISH Network expects to pay EchoStar and Ariane approximately $120 million for these launch services. DISH Network plans to use these launch services for EchoStar XVIII, a DBS satellite with spot beam technology designed, among other things, for HD programming. EchoStar XVIII is expected to be launched during 2015.

Satellite Anomalies. Operation of our DISH branded 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. 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 2013, certain of our owned and leased 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 of our DISH branded pay-TV DBS satellite fleet. There can be no assurance that we can recover critical transmission capacity in the event one or more of our in-orbit satellites were to fail. We generally do not carry commercial insurance for any of the in-orbit satellites that we use, other than certain satellites leased from third parties, and therefore, we will bear the risk associated with any uninsured in-orbit satellite failures. Recent developments with respect to certain of our satellites are discussed below.

Leased Satellites

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

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.

- Definition

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Long-Term Debt

9 Months Ended

Sep. 30, 2013

Long-Term Debt

Long-Term Debt

6. Long-Term Debt

5% Senior Notes due 2017

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

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

4 1/4% Senior Notes due 2018

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

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

The 4 1/4% Senior Notes due 2018 are:

· general unsecured senior obligations of DISH DBS;

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

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

The indenture related to the 4 1/4% Senior Notes due 2018 contains restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

· incur additional debt;

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

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s 4 1/4% Senior Notes due 2018 at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

5 1/8% Senior Notes due 2020

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

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

The 5 1/8% Senior Notes due 2020 are:

· general unsecured senior obligations of DISH DBS;

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

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

The indenture related to the 5 1/8% Senior Notes due 2020 contains restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

· incur additional debt;

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

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· enter into transactions with affiliates;

· merge or consolidate with another company; and

· transfer or sell assets.

In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s 5 1/8% Senior Notes due 2020 at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

6 1/4% Senior Notes due 2023

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

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

Fair Value of our Long-Term Debt

The following table summarizes the carrying and fair values of our debt facilities as of September 30, 2013 and December 31, 2012:

	As of
	September 30, 2013				December 31, 2012
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	$	451,448	$	451,498	$	500,000	$	521,875
6 5/8% Senior Notes due 2014	1,000,000		1,055,050		1,000,000		1,078,500
7 3/4% Senior Notes due 2015	750,000		821,100		750,000		844,725
7 1/8% Senior Notes due 2016	1,500,000		1,649,595		1,500,000		1,683,750
4 5/8% Senior Notes due 2017	900,000		920,250		900,000		940,500
4 1/4% Senior Notes due 2018	1,200,000		1,203,000		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,598,100		1,400,000		1,669,500
5 1/8% Senior Notes due 2020	1,100,000		1,081,135		—		—
6 3/4% Senior Notes due 2021	2,000,000		2,108,600		2,000,000		2,280,000
5 7/8% Senior Notes due 2022	2,000,000		2,019,900		2,000,000		2,150,000
5 % Senior Notes due 2023	1,500,000		1,393,125		1,500,000		1,548,750
Mortgages and other notes payable	60,347		60,347		65,427		65,427
Subtotal	13,861,795		$	14,361,700	11,615,427		$	12,783,027
Capital lease obligations (2)	226,821		NA		248,304		NA
Total long-term debt and capital lease obligations (including current portion)	$	14,088,616			$	11,863,731

(1) During the three months ended September 30, 2013, we repurchased $49 million of our 7% Senior Notes due 2013 in open market transactions. On October 1, 2013, we redeemed the remaining $451 million principal balance of our 7% Senior Notes due 2013.

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

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

Stock-Based Compensation

9 Months Ended

Sep. 30, 2013

Stock-Based Compensation

Stock-Based Compensation

7. Stock-Based Compensation

Stock Incentive Plans

DISH Network maintains stock incentive plans to attract and retain officers, directors and key employees. Our employees participate in the DISH Network stock incentive plans. Stock awards under these plans include both performance and non-performance based stock incentives. As of September 30, 2013, there were outstanding under these plans stock options to acquire 12.3 million shares of DISH Network’s Class A common stock and 1.9 million restricted stock units associated with our employees. Stock options granted prior to September 30, 2013 were granted with exercise prices equal to or greater than the market value of DISH Network Class A common stock at the date of grant and with a maximum term of approximately ten years. While historically DISH Network has issued stock awards subject to vesting, typically at the rate of 20% per year, some stock awards have been granted with immediate vesting and other stock awards vest only upon the achievement of certain DISH Network-specific subscriber, operational and/or financial goals. As of September 30, 2013, DISH Network had 69.7 million shares of its Class A common stock available for future grant under its stock incentive plans.

On December 28, 2012, DISH Network paid a dividend in cash of $1.00 per share on its outstanding Class A and Class B common stock to shareholders of record on December 14, 2012. In light of such dividend, during January 2013, the exercise price of 12.9 million stock options, affecting approximately 400 of our employees, was reduced by $0.77 per share (the “2012 Stock Option Adjustment”). Except as noted below, all information discussed below reflects the 2012 Stock Option Adjustment.

On January 1, 2008, DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets (the “Spin-off”) into a separate publicly-traded company, EchoStar. In connection with the Spin-off, each DISH Network stock award was converted into an adjusted DISH Network stock award and a new EchoStar stock award consistent with the Spin-off exchange ratio. DISH Network is responsible for fulfilling all stock awards related to DISH Network common stock and EchoStar is responsible for fulfilling all stock awards related to EchoStar common stock, regardless of whether such stock awards are held by our or EchoStar’s employees. Notwithstanding the foregoing, our stock-based compensation expense, resulting from stock awards outstanding at the Spin-off date, is based on the stock awards held by our employees regardless of whether such stock awards were issued by DISH Network or EchoStar. Accordingly, stock-based compensation that we expense with respect to EchoStar stock awards is included in “Additional paid-in capital” on our Condensed Consolidated Balance Sheets. As of March 31, 2013, we have recognized all of our stock-based compensation expense resulting from EchoStar stock awards outstanding at the Spin-off date held by our employees except for the 2005 LTIP performance awards, which were determined not to be probable as of September 30, 2013. See discussion of the 2005 LTIP below.

The following stock awards were outstanding:

	As of September 30, 2013
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	12,321,736	1,878,998	547,361	42,288

Stock Award Activity

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

	For the Nine Months
	Ended September 30, 2013
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	13,018,490		$	18.99
Granted	2,206,500		$	36.68
Exercised	(2,806,854	)	$	14.37
Forfeited and cancelled	(96,400	)	$	29.20
Total options outstanding, end of period	12,321,736		$	22.33
Performance-based options outstanding, end of period (2)	6,483,500		$	24.94
Exercisable at end of period	4,042,335		$	17.50

(1) The beginning of period weighted-average exercise price of $18.99 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2012.

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

We realized tax benefits from stock awards exercised as follows:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Tax benefit from stock awards exercised	$	16,452	$	3,342	$	32,660	$	14,872

Based on the closing market price of DISH Network Class A common stock on September 30, 2013, the aggregate intrinsic value of stock options associated with our employees was as follows:

	As of September 30, 2013
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	279,491	$	111,219

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

	For the Nine Months
	Ended September 30, 2013
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,076,748		$	22.82
Granted	985,000		$	36.48
Vested	(135,250	)	$	29.19
Forfeited and cancelled	(47,500	)	$	32.78
Total restricted stock units outstanding, end of period	1,878,998		$	29.27
Restricted Performance Units outstanding, end of period (1)	1,878,998		$	29.27

(1) These Restricted Performance Units are included in the caption “Total restricted stock units outstanding, end of period.” See discussion of the 2005 LTIP, 2013 LTIP and Other Employee Performance Awards below.

Long-Term Performance-Based Plans

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

Contingent compensation related to the 2005 LTIP will not be recorded in our financial statements unless and until DISH Network concludes achievement of the performance condition is probable. Given the competitive nature of DISH Network’s business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of the goal was not probable as of September 30, 2013, that assessment could change in the future.

If all of the stock awards under the 2005 LTIP were vested and the goal had been met or if DISH Network had determined that achievement of the goal was probable during the nine months ended September 30, 2013, we would have recorded total non-cash, stock-based compensation expense for our employees as indicated in the table below. If the goal is met and there are unvested stock awards at that time, the vested amounts would be expensed immediately on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), with the unvested portion recognized ratably over the remaining vesting period.

	2005 LTIP
			Vested
	Total		Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	32,321	$	30,629
EchoStar awards held by DISH DBS employees	5,591		5,402
Total	$	37,912	$	36,031

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

2008 LTIP. During 2008, DISH Network adopted a long-term, performance-based stock incentive plan (the “2008 LTIP”). The 2008 LTIP provided stock options and restricted stock units, either alone or in combination, which vested based on DISH Network-specific subscriber and financial goals. As of June 30, 2013, 100% of the eligible 2008 LTIP awards had vested.

2013 LTIP. During 2013, DISH Network adopted a long-term, performance-based stock incentive plan (the “2013 LTIP”). The 2013 LTIP provides stock options and restricted stock units in combination, which vest based on DISH Network -specific subscriber and financial goals. Exercise of the stock awards is contingent on achieving these goals by September 30, 2022. Regardless of when achieved, no vesting will occur or payment will be made under the 2013 LTIP for any performance goals prior to March 31, 2014.

Although no awards vest until DISH Network attains the performance goals, compensation related to the 2013 LTIP will be recorded based on DISH Network’s assessment of the probability of meeting the goals. If the 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.

During the third quarter 2013, DISH Network determined that 20% of the 2013 LTIP performance goals were probable of achievement. As a result, we recorded non cash, stock based compensation expense for the three and nine months ended September 30, 2013, as indicated in the table below titled “Non Cash, Stock Based Compensation Expense Recognized.”

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

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

Although no awards vest until the performance goals are attained, DISH Network determined that certain goals were probable of achievement and, as a result, recorded non-cash, stock-based compensation expense for the three and nine months ended September 30, 2013 and 2012, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.”

Given the competitive nature of DISH Network’s business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of certain DISH Network-specific subscriber, operational and/or financial goals was not probable as of September 30, 2013, that assessment could change in the future.

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

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2013		2012		2013		2012
	(In thousands)
2008 LTIP	$	—	$	2,218	$	2,719	$	9,675
2013 LTIP	6,567		$	—	6,567		$	—
Other employee performance awards	1,186		1,279		4,049		5,851
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	7,753	$	3,497	$	13,335	$	15,526

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2013 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2013	$	2,234	$	231
Estimated contingent expense subsequent to 2013	58,223		41,929
Total estimated remaining expense over the term of the plan	$	60,457	$	42,160

Of the 12.3 million stock options and 1.9 million restricted stock units outstanding under the DISH Network stock incentive plans associated with our employees as of September 30, 2013, the following awards were outstanding pursuant to the performance-based stock incentive plans:

	As of September 30, 2013
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	1,878,500	$	20.83
2013 LTIP	1,935,000	$	36.48
Other employee performance awards	2,670,000	$	19.46
Total	6,483,500	$	24.94

Restricted Performance Units
2005 LTIP	211,498
2013 LTIP	967,500
Other employee performance awards	700,000
Total	1,878,998

Stock-Based Compensation

In connection with DISH Network’s 2012 Stock Option Adjustment, discussed previously, we recognized incremental non-cash, stock-based compensation expense of $4 million during the first quarter 2013 and will expense an additional $3 million over the remaining vesting period of the respective stock awards.

Total non-cash, stock-based compensation expense for all of our employees is shown in the following table and was allocated to the same expense categories as the base compensation for such employees:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Subscriber-related	$	941	$	312	$	1,610	$	1,506
General and administrative	9,611		5,780		23,718		33,430
Total non-cash, stock-based compensation	$	10,552	$	6,092	$	25,328	$	34,936

As of September 30, 2013, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $15 million. This cost is based on an estimated future forfeiture rate of approximately 3.7% per year and will be recognized over a weighted-average period of approximately two years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Changes in the estimated forfeiture rate can have a significant effect on share-based compensation expense since the effect of adjusting the rate is recognized in the period the forfeiture estimate is changed.

Valuation

The fair value of each stock option granted for the three and nine months ended September 30, 2013 and 2012 was originally estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Stock Options	2013 (1)	2012 (2)			2013	2012
Risk-free interest rate	N/A	0.78		%	0.91% - 1.93%	0.41% - 1.29%
Volatility factor	N/A	38.90		%	32.37% - 39.87%	33.15% - 39.34%
Expected term of options in years	N/A	5.8			5.7 - 10.0	3.1 - 5.9
Weighted-average fair value of options granted	N/A	$	11.44		$14.49 - $16.85	$6.72 - $12.69

(1) During the three months ended September 30, 2013, there were no stock options granted.

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

On December 28, 2012 and December 1, 2011, DISH Network paid a $1.00 and a $2.00 cash dividend per share on its outstanding Class A and Class B common stock, respectively. While DISH Network currently does not intend to declare additional dividends on its common stock, it may elect to do so from time to time. Accordingly, the dividend yield percentage used in the Black-Scholes option valuation model 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 these subjective input assumptions can materially affect the fair value estimate.

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

- 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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2013
Commitments and Contingencies
Commitments and Contingencies	8. Commitments and Contingencies Commitments Wireless Spectrum On March 2, 2012, the FCC approved the transfer of 40 MHz of AWS-4 wireless spectrum licenses held by DBSD North America and TerreStar to DISH Network. On March 9, 2012, DISH Network completed the acquisitions of 100% of the equity of reorganized DBSD North America (the “DBSD Transaction”) and substantially all of the assets of TerreStar (the “TerreStar Transaction”), pursuant to which DISH Network acquired, among other things, certain satellite assets and wireless spectrum licenses held by DBSD North America and TerreStar. The total consideration to acquire the DBSD North America and TerreStar assets was approximately $2.860 billion. DISH Network’s consolidated FCC applications for approval of the license transfers from DBSD North America and TerreStar were accompanied by requests for waiver of the FCC’s MSS “integrated service” and spare satellite requirements and various technical provisions. On March 21, 2012, the FCC released a Notice of Proposed Rule Making proposing the elimination of the integrated service, spare satellite and various technical requirements associated with the AWS-4 licenses. On December 11, 2012, the FCC approved rules that eliminated these requirements and gave notice of its proposed modification of DISH Network’s AWS-4 authorizations to, among other things, allow DISH Network to offer single-mode terrestrial terminals to customers who do not desire satellite functionality. On February 15, 2013, the FCC issued an order, which became effective on March 7, 2013, modifying DISH Network’s AWS-4 licenses to expand its terrestrial operating authority. The FCC’s order of modification has imposed certain limitations on the use of a portion of this spectrum, including interference protections for other spectrum users and power and emission limits that DISH Network presently believes could render 5 MHz of its uplink spectrum (2000-2005 MHz) effectively unusable for terrestrial services and limit its ability to fully utilize the remaining 15 MHz of its uplink spectrum (2005-2020 MHz) for terrestrial services. These limitations could, among other things, impact the ongoing development of technical standards associated with DISH Network’s wireless business, and may have a material adverse effect on DISH Network’s ability to commercialize these licenses. The new rules also mandated certain interim and final build-out requirements for the licenses. By March 2017, DISH Network must provide terrestrial signal coverage and offer terrestrial service to at least 40% of the aggregate population represented by all of the areas covered by the licenses (the “AWS-4 Interim Build-Out Requirement”). By March 2020, DISH Network must provide terrestrial signal coverage and offer terrestrial service to at least 70% of the population in each area covered by an individual license (the “AWS-4 Final Build-Out Requirement”). Based on an extension request DISH Network filed with the FCC, as discussed below, these build-out requirements may change. In addition, the FCC has adopted rules for a spectrum band that is adjacent to DISH Network’s AWS-4 licenses, known as the “H Block.” Depending on the outcome of the standard-setting process for the H Block, the rules that the FCC adopted could further impact the remaining 15 MHz of DISH Network’s uplink spectrum (2005-2020 MHz), which may have a material adverse effect on DISH Network’s ability to commercialize the AWS-4 licenses. In 2008, DISH Network paid $712 million to acquire certain 700 MHz wireless spectrum licenses, which were granted to DISH Network by the FCC in February 2009. At the time they were granted, these licenses were subject to certain interim and final build-out requirements. By June 2013, DISH Network was required to provide signal coverage and offer service to at least 35% of the geographic area in each area covered by each individual license (the “700 MHz Interim Build-Out Requirement”). By June 2019, DISH Network was required to provide signal coverage and offer service to at least 70% of the geographic area in each area covered by each individual license (the “700 MHz Final Build-Out Requirement”). As discussed below, these requirements have since been modified by the FCC. On September 9, 2013, DISH Network filed a letter with the FCC in support of a voluntary industry solution to resolve certain interoperability issues affecting the lower 700 MHz spectrum band (the “Interoperability Solution”). In connection with DISH Network’s letter, DISH Network also filed a petition and an extension request with the FCC that outlined certain conditions upon which it would support the Interoperability Solution. On October 29, 2013, the FCC issued an order approving the Interoperability Solution (the “Interoperability Solution Order”), which requires DISH Network to reduce power emissions on its 700 MHz licenses. As part of the Interoperability Solution Order, the FCC, among other things, approved DISH Network’s request to modify the 700 MHz Interim Build-Out Requirement so that by March 2017 (rather than the previous deadline of June 2013), DISH Network must provide signal coverage and offer service to at least 40% of its total E Block population (the “Modified 700 MHz Interim Build-Out Requirement”). The FCC also approved DISH Network’s request to modify the 700 MHz Final Build-Out Requirement so that by March 2021 (rather than the previous deadline of June 2019), DISH Network must provide signal coverage and offer service to at least 70% of the population in each of its E Block license areas (the “Modified 700 MHz Final Build-Out Requirement”). These requirements replaced the previous build-out requirements associated with DISH Network’s 700 MHz licenses. While the modifications to DISH Network’s 700 MHz licenses would provide DISH Network additional time to complete the build-out requirements, the reduction in power emissions could have an adverse impact on DISH Network’s ability to fully utilize its 700 MHz licenses. If DISH Network fails to meet the Modified 700 MHz Interim Build-Out Requirement, the Modified 700 MHz Final Build-Out Requirement may be accelerated by one year, from March 2021 to March 2020, and DISH Network could face the reduction of license area(s). If DISH Network fails to meet the Modified 700 MHz Final Build-Out Requirement, DISH Network may be subject to automatic license termination for the geographic portion of each license in which it is not providing service. Also in connection with DISH Network’s support of the Interoperability Solution, DISH Network requested that the FCC modify its AWS-4 spectrum licenses to provide flexibility to repurpose 20 MHz of DISH Network’s uplink spectrum (2000-2020 MHz) for downlink (the “AWS-4 Waiver”), and extend the AWS-4 Final Build-Out Requirement by one year to March 2021 (the “AWS-4 Extension”). The FCC, however, has not yet issued a ruling on the AWS-4 Waiver or the AWS-4 Extension, and DISH Network cannot predict the timing or outcome of any FCC action on the AWS-4 Waiver or the AWS-4 Extension. As a precaution, DISH Network intends to appeal the Interoperability Solution Order, reserving its right to withdraw the appeal in the event the FCC grants the AWS-4 Waiver and the AWS-4 Extension. If the FCC grants the AWS-4 Extension and DISH Network fails to meet the AWS-4 Interim Build-Out Requirement, the AWS-4 Final Build-Out Requirement may be accelerated by one year, from March 2021 to March 2020. If DISH Network fails to meet the AWS-4 Final Build-Out Requirement, its terrestrial authorization for each license area in which it fails to meet the requirement may terminate. In addition, contingent upon the FCC approving the AWS-4 Waiver and the AWS-4 Extension at least 30 days prior to the commencement of the FCC’s planned H Block auction, DISH Network agreed to participate in the H Block auction and bid at least a net clearing price equal to an aggregate nationwide reserve price established by the FCC, not to exceed $0.50 per MHz/POP (approximately $1.56 billion). DISH Network will need to make significant additional investments or partner with others to, among other things, finance the commercialization and build-out requirements of these licenses and DISH Network’s integration efforts including compliance with regulations applicable to the acquired licenses. Depending on the nature and scope of such commercialization, build-out, and integration efforts, any such investment or partnership could vary significantly. We have made cash distributions to DISH Network to finance the acquisition of these licenses and may make additional cash distributions to, among other things, finance the acquisition of additional licenses and the commercialization and build-out requirements of the acquired licenses and DISH Network’s integration efforts including compliance with regulations applicable to the acquired licenses. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these spectrum licenses or that DISH Network will be able to profitably deploy the assets represented by these spectrum licenses. LightSquared LP On July 23, 2013, L-Band Acquisition, LLC (“LBAC”), a wholly-owned subsidiary of DISH Network, formed to make a bid to acquire assets of LightSquared LP, entered into a Plan Support Agreement (the “PSA”) with certain senior secured lenders to LightSquared LP, which contemplates the purchase by LBAC of substantially all of the assets of the LightSquared LP Entities (as defined below) for a purchase price of $2.22 billion in cash, plus the assumption of certain liabilities pursuant to the terms and conditions of a proposed asset purchase agreement (the “Proposed APA”). SP Special Opportunities, LLC, an entity controlled by Charles W. Ergen, our Chairman, is a senior secured lender to LightSquared LP and holds a substantial portion of LightSquared LP’s senior secured debt. DISH Network is a party to the PSA solely with respect to certain guaranty obligations. DISH Network’s Board of Directors (the “Board”) approved entering into the PSA, which would implement the Proposed APA, based, among other things, on the recommendation of a special committee of the Board (the “Special Committee”) and a fairness opinion that was prepared by a financial advisory firm at the request of the Special Committee. Pursuant to the PSA, LBAC and such lenders have agreed, subject to the terms and conditions set forth therein, to support and pursue confirmation of a plan of reorganization (the “LightSquared LP Plan”) for LightSquared LP and certain of its subsidiaries that are debtors and debtors in possession (collectively, the “LightSquared LP Entities”) in pending bankruptcy cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which cases are jointly administered under the caption In re LightSquared Inc., et. al., Case No. 12-12080 (SCC). LBAC’s purchase offer under the LightSquared LP Plan is subject to the submission of higher and better offers in accordance with certain bid procedures that were approved by the Bankruptcy Court on October 1, 2013 as further discussed below. In addition, the LightSquared LP Plan is subject to confirmation by the Bankruptcy Court. The Proposed APA has not been accepted or executed by the LightSquared LP Entities. Consummation of the acquisition contemplated under the Proposed APA is subject to, among other things, Bankruptcy Court, FCC and Canadian federal Department of Industry (“Industry Canada”) approvals. However, funding of the purchase price under the Proposed APA is not conditioned upon receipt of approvals from the FCC or Industry Canada. DISH Network would be a party to the Proposed APA solely with respect to certain guaranty obligations. On August 6, 2013, Harbinger Capital Partners LLC and other affiliates of Harbinger (collectively, “Harbinger”), the majority and controlling shareholders of LightSquared Inc. and its subsidiaries, filed an adversary proceeding against DISH Network, LBAC, EchoStar, Charles W. Ergen (our Chairman), other affiliates of Mr. Ergen, and certain other parties, in the Bankruptcy Court. On October 29, 2013, the Bankruptcy Court dismissed all of the claims in Harbinger’s adversary proceeding in their entirety. See “Contingencies” in this Note 8 for further information. On October 1, 2013, the Bankruptcy Court issued an order confirming LBAC as a qualified bidder and establishing certain bid protections for LBAC, including payment of a break-up fee of $52 million and reimbursement of expenses of up to $2 million in the event LBAC is not the successful bidder at auction. Further, the Bankruptcy Court’s order established, among other things: (i) bid procedures for the sale of all or substantially all of the assets of the LightSquared LP Entities; (ii) November 20, 2013 as the deadline for potential bidders to submit bids (the “Bid Deadline”), subject to extension under certain circumstances, but in no event beyond November 25, 2013; and (iii) if a qualified bid is received prior to the Bid Deadline, November 25, 2013 as the date to hold an auction to solicit higher or otherwise better bids for the LightSquared LP Entities’ assets, subject to extension under certain circumstances, but in no event beyond December 6, 2013. The Bankruptcy Court also scheduled a confirmation hearing on December 10, 2013 to consider the sale of the LightSquared LP Entities’ assets. We may make cash distributions to DISH Network to, among other things, finance the proposed purchase by LBAC of substantially all of the assets of the LightSquared LP Entities and to finance the commercialization and build-out requirements of the acquired licenses and DISH Network’s integration efforts including compliance with regulations applicable to the acquired licenses. There can be no assurance that DISH Network will ultimately be able to complete the acquisition contemplated under the Proposed APA. Further, to the extent that DISH Network completes the acquisition contemplated under the Proposed APA, there can be no assurance that DISH Network would be able to develop and implement a business model that would realize a return on the acquired assets or that DISH Network would be able to profitably deploy the acquired assets. If DISH Network is unable to successfully address these challenges and risks, its business, financial condition or results of operations could suffer. Furthermore, if DISH Network enters into the Proposed APA, funding of the purchase price is not conditioned upon receipt of approvals from the FCC or Industry Canada. If the required approvals are not obtained, subject to certain exceptions, DISH Network would have the right to direct and require a sale of some or all of the assets of the LightSquared LP Entities to a third party and DISH Network would be entitled to the proceeds of such a sale. These proceeds could, however, be substantially less than DISH Network’s proposed funding for the purchase. Therefore, if DISH Network fails to obtain these necessary regulatory approvals, it may suffer significant financial losses. 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 $63 million over approximately the next 17 months. In addition, during the third quarter 2009, EchoStar entered into a new satellite transponder service agreement for Nimiq 5 through 2024. We sublease this capacity from EchoStar and DISH Network guarantees a certain portion of EchoStar’s obligation under their satellite transponder service agreement through 2019. As of September 30, 2013, the remaining obligation of DISH Network’s guarantee is $391 million. As of September 30, 2013, we have not recorded a liability on the balance sheet for any of these guarantees. Contingencies *Separation Agreement* In connection with the Spin-off, DISH Network entered into a separation agreement with EchoStar that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, EchoStar has assumed certain liabilities that relate to its business including certain designated liabilities for acts or omissions that occurred prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, EchoStar will only be liable for its acts or omissions following the Spin-off and DISH Network will indemnify EchoStar for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off as well as our acts or omissions following the Spin-off. *Litigation* We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made. For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties (as with many patent-related cases). For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. c4cast.com, Inc. On May 7, 2012, c4cast.com, Inc. filed a complaint against DISH Network and its wholly-owned subsidiary, Blockbuster L.L.C., in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 7,958,204 (the “204 patent”), which is entitled “Community-Selected Content.” The 204 patent relates to systems, methods and techniques for providing resources to participants over an electronic network. On August 29, 2013, c4cast.com, Inc. dismissed the action with prejudice, pursuant to a settlement under which we made an immaterial payment in exchange for a license to EchoStar and us of certain patents and patent applications. California Institute of Technology On October 1, 2013, the California Institute of Technology (“Caltech”) filed complaints against DISH Network, its wholly-owned subsidiary, dishNET Satellite Broadband L.L.C., and our wholly-owned subsidiary, DISH Network L.L.C., as well as EchoStar subsidiaries, Hughes Communications, Inc. and Hughes Network Systems, LLC. in the United States District Court for the Central District of California. The complaint alleges infringement of U.S. Patent Nos. 7,116,710 (the “710 patent”), 7,421,032 (the “032 patent”), 7,916,781 (the “781 patent”) and 8,284,833 (the “833 patent”), each of which is entitled “Serial Concatenation of Interleaved Convolutional Codes forming Turbo-Like Codes.” Caltech alleges that encoding data as specified by the DVB-S2 standard infringes each of the asserted patents. 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. Custom Media Technologies LLC On August 15, 2013, Custom Media Technologies LLC (“Custom Media Technologies”) filed complaints against DISH Network, AT&T, Inc., Charter Communications, Inc., Comcast Corp., Cox Communications, Inc., DirecTV, Time Warner Cable Inc. and Verizon Communications, Inc. in the United States District Court for the District of Delaware, alleging infringement of United States Patent No. 6,269,275. The patent, which is entitled “Method and System for Customizing and Distributing Presentations for User Sites,” relates to the provision of customized presentations to viewers over a network, such as “a cable television network, an Internet or other computer network, a broadcast television network, and/or a satellite system.” Custom Media Technologies is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. ESPN During 2008, our wholly-owned subsidiary, DISH Network L.L.C., filed a lawsuit against ESPN, Inc., ESPN Classic, Inc., ABC Cable Networks Group, Soapnet L.L.C. and International Family Entertainment (collectively, “ESPN”) for breach of contract in New York State Supreme Court. Our complaint alleges that ESPN failed to provide us with certain HD feeds of the Disney Channel, ESPN News, Toon and ABC Family. In October 2011, the jury returned a verdict in favor of the defendants, which the New York State Supreme Court, Appellate Division, First Department (the “First Department”) affirmed on April 2, 2013. We sought leave to further appeal, which the New York Court of Appeals denied on August 27, 2013 on jurisdictional grounds. On September 19, 2013, we appealed the trial court’s final judgment to the First Department. The parties have submitted a stipulation to adjourn our appeal pending resolution of a motion by ESPN to strike our appeal. ESPN had asserted a counterclaim alleging that we owed approximately $35 million under the applicable affiliation agreements. On April 15, 2009, the New York State Supreme Court granted, in part, ESPN’s motion for summary judgment on the counterclaim, finding that we are liable for some of the amount alleged to be owing but that the actual amount owing is disputed. On December 29, 2010, the First Department affirmed the partial grant of ESPN’s motion for summary judgment on the counterclaim. After the partial grant of ESPN’s motion for summary judgment, ESPN sought an additional $30 million under the applicable affiliation agreements. On March 15, 2010, the New York State Supreme Court ruled that we owe the full amount of approximately $66 million under the applicable affiliation agreements. As of December 31, 2010, we had $42 million recorded as a “Litigation accrual” on our Consolidated Balance Sheets. On June 21, 2011, the First Department affirmed the New York State Supreme Court’s ruling that we owe approximately $66 million under the applicable affiliation agreements and, on October 18, 2011, denied our motion for leave to appeal that decision to New York’s highest court, the New York Court of Appeals. We sought leave to appeal directly to the New York Court of Appeals and, on January 10, 2012, the New York Court of Appeals dismissed our motion for leave on the ground that the ruling upon which we appealed does not fully resolve all claims in the action. As a result of the First Department’s June 2011 ruling, during 2011, we recorded $24 million of “Litigation Expense” on our Consolidated Statements of Operations and Comprehensive Income (Loss). On October 11, 2012, the New York State Supreme Court awarded ESPN $5 million in attorneys’ fees as the prevailing party on both our claim and ESPN’s counterclaim. As a result, we recorded $5 million of “General and administrative expenses” and increased our “Litigation accrual” to a total of $71 million related to this case as of December 31, 2012. During the first quarter 2013, we paid $71 million to ESPN related to the counterclaim and attorneys’ fees and $12 million for accrued interest, which amounts we may be able to recover if our further appeals are successful. We intend to vigorously prosecute and defend this case. Garnet Digital, LLC On September 9, 2013, Garnet Digital, LLC (“Garnet Digital”) filed a complaint against DISH Network and our wholly-owned subsidiary, DISH Network L.L.C., in the United States District Court for the Eastern District of Texas, alleging infringement of United States Patent No. 5,379,421 (the “421 patent”), which is entitled “Interactive Terminal for the Access of Remote Database Information.” The 421 patent relates to methods for accessing information from a remote computerized database and related devices. On the same day, Garnet Digital filed similar complaints in the same court against 15 other defendants, including AT&T, Inc., Comcast Corp., DirecTV, TiVo, Inc., and Verizon Communications, Inc. Garnet Digital is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. 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. Harbinger Capital Partners LLC (LightSquared Bankruptcy) On August 6, 2013, Harbinger filed an adversary proceeding against DISH Network, LBAC, EchoStar, Charles W. Ergen (our Chairman), other affiliates of Mr. Ergen, and certain other parties, in the LightSquared bankruptcy cases pending in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), which cases are jointly administered under the caption In re LightSquared Inc., et. al., Case No. 12 12080 (SCC). Harbinger has alleged, among other things, claims based on fraud, unfair competition, civil conspiracy and tortious interference with prospective economic advantage related to certain purchases of LightSquared secured debt by SP Special Opportunities, LLC (“SPSO”), an entity controlled by Mr. Ergen. Subsequently, LightSquared intervened to join in certain claims alleged against certain defendants other than DISH Network, LBAC and EchoStar. Harbinger has alleged damages in excess of $4 billion. On October 29, 2013, the Bankruptcy Court dismissed all of the claims in Harbinger’s adversary proceeding in their entirety. The Bankruptcy Court Judge granted leave for LightSquared to file an amended pleading solely related to certain contract and other related claims under the credit agreement pursuant to which SPSO made certain purchases of LightSquared secured debt and dismissed all other claims alleged by LightSquared in the adversary proceeding. DISH Network and LBAC intend to vigorously defend this proceeding and cannot predict with any degree of certainty the outcome of this proceeding or determine the extent of any potential liability or damages. The Hopper Litigation On May 24, 2012, our wholly-owned subsidiary, DISH Network L.L.C., filed a lawsuit in the United States District Court for the Southern District of New York against American Broadcasting Companies, Inc., CBS Corporation, Fox Entertainment Group, Inc., Fox Television Holdings, Inc., Fox Cable Network Services, L.L.C. and NBCUniversal, LLC. In the lawsuit, we are seeking a declaratory judgment that we are not infringing any defendant’s copyright, or breaching any defendant’s retransmission consent agreement, by virtue of the PrimeTime Anytime™ and AutoHop™ features of our Hopper® set-top box. A consumer can use the PrimeTime Anytime feature, at his or her option, to record certain primetime programs airing on ABC, CBS, Fox, and/or NBC up to every night, and to store those recordings for up to eight days. A consumer can use the AutoHop feature, at his or her option, to watch certain recordings the subscriber made with our PrimeTime Anytime feature, commercial-free, if played back the next day after the show’s original airing. Later on May 24, 2012, (i) Fox Broadcasting Company, Twentieth Century Fox Film Corp. and Fox Television Holdings, Inc. filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature, the AutoHop feature, as well as Sling placeshifting functionality infringe their copyrights and breach their retransmission consent agreements, (ii) NBC Studios LLC, Universal Network Television, LLC, Open 4 Business Productions LLC and NBCUniversal LLC filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights, and (iii) CBS Broadcasting Inc., CBS Studios Inc. and Survivor Productions LLC filed a lawsuit against us and DISH Network L.L.C. in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights. The Central District of California matters have been assigned to a single judge, but remain separate cases. As a result of certain parties’ competing venue-related motions brought in both the New York and California actions, and certain networks’ filing various counterclaims and amended complaints, the claims are presently pending in the following venues: (1) the copyright and contract claims regarding the ABC and CBS parties are pending in New York; and (2) the copyright and contract claims regarding the Fox and NBC parties are pending in California. The NBC plaintiffs and Fox plaintiffs have filed amended complaints in their respective California actions adding copyright claims against EchoStar and EchoStar Technologies L.L.C. (“EchoStar Technologies”), a wholly-owned subsidiary of EchoStar. In addition, the Fox plaintiffs’ amended complaint added claims challenging the Hopper Transfers™ feature of our second-generation Hopper set-top box. Additionally, both the ABC and CBS parties have filed counterclaims in the New York action adding copyright claims against EchoStar Technologies, and the CBS parties have filed a counterclaim alleging that we fraudulently concealed the AutoHop feature when negotiating renewal of our CBS retransmission consent agreement. On November 7, 2012, the California court denied the Fox plaintiffs’ motion for a preliminary injunction to enjoin the Hopper set-top box’s PrimeTime Anytime and AutoHop features. The Fox plaintiffs appealed and, on July 24, 2013, the United States Court of Appeals for the Ninth Circuit affirmed the denial of the Fox plaintiffs’ motion for a preliminary injunction as to the PrimeTime Anytime and AutoHop features. On August 7, 2013, the Fox plaintiffs filed a petition for rehearing and rehearing en banc. On March 27, 2013, at the request of the parties, the Central District of California granted a stay of all proceedings in the action brought by the NBC plaintiffs, pending resolution of the appeal by the Fox plaintiffs. On November 23, 2012, the ABC plaintiffs filed a motion in the New York action for a preliminary injunction to enjoin the Hopper set-top box’s PrimeTime Anytime and AutoHop features, and, on September 18, 2013, the New York court denied that motion. The ABC plaintiffs have filed a notice of appeal. On February 21, 2013, the Fox plaintiffs filed a second motion for preliminary injunction against: (i) us seeking to enjoin the Hopper Transfers feature in our second-generation Hopper set-top box, alleging breach of their retransmission consent agreement; and (ii) us and EchoStar Technologies seeking to enjoin the Sling placeshifting functionality in our second-generation Hopper set-top box, alleging copyright infringement and breach of their retransmission consent agreement. On September 23, 2013, the California court denied the Fox plaintiffs’ motion and on October 22, 2013, the Fox plaintiffs filed a notice of appeal. We intend to vigorously prosecute and defend our position in these cases. In the event that a court ultimately determines that we infringe the asserted copyrights, or are in breach of any of the retransmission consent agreements, we may be subject to substantial damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. In addition, as a result of this litigation, we may not be able to renew certain of our retransmission consent agreements and other programming agreements on favorable terms or at all. If we are unable to renew these agreements, there can be no assurance that we would be able to obtain substitute programming, or that such substitute programming would be comparable in quality or cost to our existing programming. Loss of access to existing programming could have a material adverse effect on our business, financial condition and results of operations, including, among other things, our gross new subscriber activations and subscriber churn rate. We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages. LightSquared Transaction Shareholder Derivative Actions On August 9, 2013, an alleged shareholder of DISH Network, Jacksonville Police and Fire Pension Fund (“Jacksonville PFPF”), filed a putative shareholder derivative action in the District Court for Clark County, Nevada alleging, among other things, breach of fiduciary duty claims against the members of DISH Network’s Board of Directors as of that date: Charles W. Ergen; Joseph P. Clayton; James DeFranco; Cantey M. Ergen; Steven R. Goodbarn; David K. Moskowitz; Tom A. Ortolf; and Carl E. Vogel (collectively, the “Director Defendants”). In its operative amended complaint, Jacksonville PFPF claims that Mr. Ergen breached his fiduciary duty to DISH Network as a result of certain purchases of LightSquared debt by SPSO, an entity controlled by Mr. Ergen, and that the other Director Defendants aided and abetted that alleged breach of duty. Jacksonville PFPF claims that the debt purchases created a conflict of interest and allegedly put at risk DISH Network’s bid to acquire LightSquared’s spectrum assets at the auction that will occur in connection with the LightSquared bankruptcy proceeding. Jacksonville PFPF further claims that most members of DISH Network’s Board of Directors are not sufficiently independent from Mr. Ergen to guide DISH Network through the LightSquared auction process. Jacksonville PFPF is seeking an unspecified amount of damages and a preliminary injunction that would enjoin Mr. Ergen and all of the Director Defendants other than Mr. Goodbarn from influencing DISH Network’s ongoing efforts to acquire assets of LightSquared in the bankruptcy proceeding. The Court has set a hearing on the preliminary injunction motion for November 25, 2013. Jacksonville PFPF dismissed its claims against Mr. Goodbarn on October 8, 2013. Five alleged shareholders have filed duplicative putative derivative complaints in state and federal courts alleging the same claims. On September 18, 2013, DCM Multi-Manager Fund, LLC filed a duplicative putative derivative complaint in the District Court for Clark County, Nevada, which was consolidated with the Jacksonville PFPF action on October 9, 2013. Between September 25, 2013 and October 2, 2013, City of Daytona Beach Police Officers and Firefighters Retirement System, Louisiana Municipal Police Employees’ Retirement System and Iron Worker Mid-South Pension Fund filed duplicative putative derivative complaints in the United States District Court for the District of Colorado. Also on October 2, 2013, Iron Workers District Council (Philadelphia and Vicinity) Retirement and Pension Plan filed its complaint in the United States District Court for the District of Nevada. None of the plaintiffs in these actions is seeking a preliminary injunction. On October 11, 2013, Iron Worker Mid-South Pension Fund dismissed its claims without prejudice. On October 30, 2013, Louisiana Municipal Police Employees’ Retirement System dismissed its claims without prejudice. DISH Network has established a Special Litigation Committee to review the factual allegations and legal claims in these actions. DISH Network cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages. Norman IP Holdings, LLC On September 15, 2011, Norman IP Holdings, LLC (“Norman”) filed a patent infringement complaint (the “2011 Action”) against Lexmark International Corporation (“Lexmark”) and Brother International Corporation (“Brother”) in the United States District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 5,592,555 (the “555 patent”), U.S. Patent No. 5,530,597 (the “597 patent”) and U.S. Patent No. 5,502,689 (the “689 patent”) by Lexmark, and infringement of the 555 patent and the 689 patent by Brother. On January 27, 2012, Norman filed a second amended complaint in the 2011 Action that added DISH Network as a defendant, among others, in which it asserted the 555 patent and the 689 patent against us. On September 21, 2012, Norman served us with preliminary infringement contentions related to the 555 patent and the 689 patent, as well as the 597 patent, which outlined Norman’s claims with respect to certain DISH products. On February 8, 2013, Norman filed a third amended complaint in the 2011 Action, in which it added claims against us alleging infringement of the 597 patent. On April 8, 2013, Norman filed a fourth amended complaint in the 2011 Action, in which it added new claims against us alleging infringement of additional DISH products. On May 1, 2013, Norman filed a fifth amended complaint in the 2011 Action, in which it named Mercedes-Benz USA, LLC, Volkswagen Group of America, Inc., Xerox Corporation, ZTE (USA) Inc., and ZTE Solutions, Inc. as defendants, in addition to us. On July 9, 2013, the Court ordered Norman to file a new sixth amended complaint limiting Norman’s claims against us to those specifically referenced in its September 21, 2012 preliminary infringement contentions. As a result, on July 10, 2013, Norman filed a sixth amended complaint in the 2011 Action, in which it asserted claims against our wholly-owned subsidiary, DISH Network L.L.C., replacing DISH Network as defendant, alleging that the use of certain Broadcom chipsets in DISH DVR systems infringes the 689 patent. In addition, Norman withdrew all infringement claims against us regarding the 555 patent and the 597 patent. On July 12, 2013, we filed a motion to dismiss the 2011 Action, because Norman failed to comply with the Court’s July 9, 2013 order. In addition, on May 10, 2013, Norman filed a separate patent infringement complaint (the “2013 Action”) against us in the United States District Court for the Eastern District of Texas, asserting infringement of the 555, 597 and 689 patents, as well as U.S. Patent No. 5,608,873 (the “873 patent”) and U.S. Patent Number 5,771,394 (the “394 patent”). The infringement claims asserted in the 2013 Action relate to different DISH products than Norman identified in the 2011 Action. On June 26, 2013, we filed a motion to dismiss the 2013 Action, because Norman failed to join necessary parties. Our motion to dismiss is pending, and no trial date has been set for the 2013 Action. On October 18, 2013, the parties stipulated that Norman will dismiss all of its claims against DISH Network L.L.C. in the 2011 Action, and re-assert them in the 2013 Action. The 689 patent relates to a clock generator capable of shut-down mode and clock generation method, the 555 patent relates to a wireless communications privacy method and system, the 597 patent relates to an interrupt enable circuit that allows devices to exit processes without using a hardware reset, the 873 patent relates to a device and method for providing inter-processor communication in a multi-processor architecture, and the 394 patent relates to a servo loop control apparatus having a master microprocessor and at least one autonomous streamlined signal processor. Norman is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. We intend to vigorously defend these cases. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages. Olympic Developments AG, LLC On January 20, 2011, Olympic Developments AG, LLC (“Olympic”) filed suit against our wholly-owned subsidiary, DISH Network L.L.C., Atlantic Broadband, Inc., Bright House Networks, LLC, Cable One, Inc., Cequel Communications Holdings I, LLC, CSC Holdings, LLC, GCI Communication Corp., Insight Communications Company, Inc., Knology, Inc., Mediacom Communications Corporation and RCN Telecom Services, LLC in the United States District Court for the Central District of California alleging infringement of United States Patent Nos. 5,475,585 and 6,246,400. The patents relate to on-demand services. Olympic is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On June 13, 2011, the case was transferred to the Northern District of California. On November 7, 2011, the case was stayed pending reexamination by the U.S. Patent and Trademark Office. On March 12, 2013, Olympic voluntarily dismissed its claims against us without prejudice. Personalized Media Communications, Inc. During 2008, Personalized Media Communications, Inc. (“PMC”) filed suit against DISH Network, EchoStar and Motorola Inc. in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent Nos. 5,109,414, 4,965,825, 5,233,654, 5,335,277, and 5,887,243, which relate to satellite signal processing. PMC is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. Subsequently, Motorola Inc. settled with PMC, leaving EchoStar and DISH Network as defendants. On July 18, 2012, pursuant to a Court order, PMC filed a Second Amended Complaint that added Rovi Guides, Inc. (f/k/a/ Gemstar-TV Guide International, Inc.) and TVG-PMC, Inc. (collectively, “Gemstar”) as a party, and added a new claim against all defendants seeking a declaratory judgment as to the scope of Gemstar’s license to the patents in suit, under which DISH Network and EchoStar are sublicensees. A new trial date has not yet been set. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Pragmatus Telecom, LLC On December 5, 2012, Pragmatus Telecom, LLC (“Pragmatus”) filed a patent infringement lawsuit against DISH Network in the United States District Court for the District of Delaware alleging infringement of United States Patent Nos. 6,311,231, 6,668,286, and 7,159,043. Pragmatus alleges that the click-to-chat and click-to-call customer support features of the DISH website and call center management systems infringe these patents. Pragmatus has brought similar complaints against more than 40 other companies, including Comcast, AT&T, Sprint, Frontier Communications, Bright House, UPS, FedEx, GM and Ford. Pragmatus is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On March 5, 2013, Pragmatus voluntarily dismissed with prejudice all claims in the action relating to allegedly infringing features provided by certain of our vendors. Pragmatus also voluntarily dismissed without prejudice all remaining claims in the action. Premier International Associates, LLC On August 3, 2012, Premier International Associates, LLC (“Premier International Associates”) filed a complaint against us, our wholly-owned subsidiary, DISH Network L.L.C., DISH Network and EchoStar and its wholly-owned subsidiary, EchoStar Technologies L.L.C., in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. 6,243,725 (the “725 patent”), which is entitled “List Building System.” The 725 patent relates to a system for building an inventory of audio/visual works. Premier International Associates is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. On March 27, 2013, Premier International Associates dismissed the action against us and the EchoStar defendants with prejudice, pursuant to a settlement under which we and the EchoStar defendants made an immaterial payment in exchange for a license to certain patents and patent applications. Preservation Technologies, LLC In December 2011, Preservation Technologies, LLC (“Preservation Technologies”) filed suit against DISH Network in the United States District Court for the Central District of California. In the Operative Seventh Amended Complaint, filed on March 22, 2013, Preservation Technologies also names Netflix, Inc., Hulu, LLC, AT&T Services, Inc., Cox Communications, Inc., Disney Online, American Broadcasting Companies, Inc., Yahoo! Inc., Wal-Mart Stores, Inc., Vudu, Inc. and ESPN Internet Ventures as defendants. Preservation Technologies alleges that the BLOCKBUSTER On Demand, DISH branded pay-TV and DISH Online services and our Hopper and Joey® set-top boxes infringe 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. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Ronald A. Katz Technology Licensing, L.P. During 2007, Ronald A. Katz Technology Licensing, L.P. (“Katz”) filed a patent infringement action against our wholly-owned subsidiary, DISH Network L.L.C., in the United States District Court for the Northern District of California. The suit originally alleged infringement of 19 patents owned by Katz. The patents relate to interactive voice response, or IVR, technology. The case has been transferred and consolidated for pretrial purposes in the United States District Court for the Central District of California by order of the Judicial Panel on Multidistrict Litigation. Only four patents remain in the case against us, of which all are expired and two are subject to granted reexamination proceedings before the U.S. Patent and Trademark Office. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Technology Development and Licensing L.L.C. On January 22, 2009, Technology Development and Licensing L.L.C. (“TDL”) filed suit against DISH Network and EchoStar in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. Re. 35,952, which relates to certain favorite channel features. TDL is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein. In July 2009, the Court granted DISH Network’s motion to stay the case pending two reexamination petitions before the U.S. Patent and Trademark Office. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could cause us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. TQP Development, LLC On April 4, 2012, TQP Development, LLC (“TQP 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. On August 9, 2013, all claims in the action were dismissed with prejudice. Waste Disposal Inquiry The California Attorney General and the Alameda County (California) District Attorney are investigating whether certain of our waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. We expect that these entities will seek injunctive and monetary relief. The investigation appears to be part of a broader effort to investigate waste handling and disposal processes of a number of industries. While we are unable to predict the outcome of this investigation, we do not believe that the outcome will have a material effect on our results of operations, financial condition or cash flows. Other In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of business, including, among other things, disputes with programmers regarding fees. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial position, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

- Definition

The entire disclosure for commitments and contingencies.

+ References+ Details

Financial Information for Subsidiary Guarantors	9 Months Ended
Financial Information for Subsidiary Guarantors	Sep. 30, 2013
Financial Information for Subsidiary Guarantors
Financial Information for Subsidiary Guarantors	9. Financial Information for Subsidiary Guarantors Our senior notes are fully, unconditionally and jointly and severally guaranteed by all of our subsidiaries other than minor subsidiaries and the stand-alone entity DISH DBS has no independent assets or operations. Therefore, supplemental financial information on a condensed consolidating basis of the guarantor subsidiaries is not required. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries, except those imposed by applicable law.

Related Party Transactions

9 Months Ended

Sep. 30, 2013

Related Party Transactions

Related Party Transactions

10. Related Party Transactions

Related Party Transactions with DISH Network

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

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

Blockbuster. On April 26, 2011, our parent, DISH Network, completed the acquisition of most of the assets of Blockbuster, Inc. During the three and nine months ended September 30, 2013, we recorded $3 million and $11 million, respectively, of “Subscriber-related expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for Blockbuster services provided to our subscribers related to certain of our promotions. During the three and nine months ended September 30, 2012, we recorded $6 million and $16 million for these Blockbuster services, respectively.

Advertising Sales. We provide advertising services to DISH Network’s broadband business. During the three and nine months ended September 30, 2013, we received revenue associated with these services of $5 million and $11 million, respectively, in “Subscriber-related revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three and nine months ended September 30, 2012, we did not receive revenue associated with these services.

Blockbuster, Broadband, Wireless and Other Operations. We provide certain administrative support such as legal, information systems, marketing, human resources, accounting and finance services to DISH Network’s Blockbuster, Broadband, Wireless and other operations. In addition, we provide call center, installation and other services to DISH Network for its broadband business.

Related Party Transactions with EchoStar

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

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

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

“Equipment sales, services and other revenue — EchoStar”

Remanufactured Receiver Agreement. We entered into a remanufactured receiver agreement with EchoStar pursuant to which EchoStar has the right, but not the obligation, to purchase remanufactured receivers and accessories from us at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. In November 2013, we and EchoStar extended this agreement until December 31, 2014. EchoStar may terminate the remanufactured receiver agreement for any reason upon at least 60 days notice to us. We may also terminate this agreement if certain entities acquire us.

Professional Services Agreement. Prior to 2010, in connection with the Spin-off, DISH Network entered into various agreements with EchoStar including the Transition Services Agreement, Satellite Procurement Agreement and Services Agreement, which all expired on January 1, 2010 and were replaced by a Professional Services Agreement. During 2009, DISH Network and EchoStar agreed that EchoStar shall continue to have the right, but not the obligation, to receive the following services from DISH Network, among others, certain of which were previously provided under the Transition Services Agreement: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Additionally, DISH Network and EchoStar agreed that DISH Network shall continue to have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for DISH Network (previously provided under the Satellite Procurement Agreement) and receive logistics, procurement and quality assurance services from EchoStar (previously provided under the Services Agreement) and other support services. The Professional Services Agreement automatically renewed on January 1, 2013 for an additional one-year period until January 1, 2014 and renews automatically for successive one-year periods thereafter, unless terminated earlier by either party upon at least 60 days notice. However, either party may terminate the Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days notice.

Management Services Agreement. In connection with the Spin-off, DISH Network entered into a Management Services Agreement with EchoStar pursuant to which DISH Network has made certain of its officers available to provide services (which were primarily legal and accounting services) to EchoStar. Specifically, Paul W. Orban remains employed by DISH Network, but also served as EchoStar’s Senior Vice President and Controller through April 2012. The Management Services Agreement automatically renewed on January 1, 2013 for an additional one-year period until January 1, 2014. Effective June 15, 2013, the Management Services Agreement was terminated by EchoStar. EchoStar made payments to DISH Network based upon an allocable portion of the personnel costs and expenses incurred by DISH Network with respect to any such officers (taking into account wages and fringe benefits). These allocations were based upon the estimated percentages of time spent by DISH Network’s executive officers performing services for EchoStar under the Management Services Agreement. EchoStar also reimbursed DISH Network for direct out-of-pocket costs incurred by DISH Network for management services provided to EchoStar. DISH Network and EchoStar evaluated all charges for reasonableness at least annually and made any adjustments to these charges as DISH Network and EchoStar mutually agreed upon.

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

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

EchoStar XV. During May 2013, we began leasing satellite capacity to EchoStar on EchoStar XV and relocated the satellite for testing at EchoStar’s Brazilian authorization at the 45 degree orbital location. Subject to certain conditions, (i) this lease terminates on February 1, 2014, (ii) EchoStar has certain rights to extend the service term of this lease for three years, and (iii) we have the right to terminate this lease prior to the date of expiration and have the satellite relocated from the 45 degree orbital location.

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

Varick Sublease Agreement. During 2008, DISH Network subleased certain space at 185 Varick Street, New York, New York to EchoStar for a period of approximately seven years.

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

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

“Satellite and transmission expenses — EchoStar”

Broadcast Agreement. Effective January 1, 2012, we and EchoStar entered into a broadcast agreement (the “2012 Broadcast Agreement”) pursuant to which EchoStar provides broadcast services to us, including teleport services such as transmission and downlinking, channel origination services, and channel management services, for the period from January 1, 2012 to December 31, 2016. 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. We have 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 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. The leases for EchoStar VI, VIII and XII generally terminate upon the earlier of: (i) the end of life or replacement of the satellite (unless we determine to renew on a year-to-year basis); (ii) the date the satellite fails; (iii) the date the transponders on which service is being provided fails; or (iv) a certain date, which depends upon, among other things, the estimated useful life of the satellite, whether the replacement satellite fails at launch or in orbit prior to being placed into service and the exercise of certain renewal options. We generally have the option to renew each lease on a year-to-year basis through the end of the respective satellite’s life. There can be no assurance that any options to renew such agreements will be exercised. Beginning in the first quarter 2013, the leases for the EchoStar VI and VIII satellites expired in accordance with their terms and we no longer leased capacity from EchoStar on EchoStar VI and VIII. During May 2013, we began leasing capacity from EchoStar on EchoStar VIII as an in-orbit spare. Subject to certain conditions, this lease terminates on February 1, 2014.

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

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

Nimiq 5 Agreement. During 2009, EchoStar entered into a fifteen-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the “Telesat Transponder Agreement”). During 2009, EchoStar also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with us, pursuant to which we currently receive service from EchoStar on all 32 of the DBS transponders covered by the Telesat Transponder Agreement. DISH Network has also guaranteed certain obligations of EchoStar under the Telesat Transponder Agreement. See discussion under “Guarantees” in Note 8.

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

QuetzSat-1 Lease Agreement. During 2008, EchoStar entered into a ten-year satellite service agreement with SES Latin America S.A. (“SES”), which provides, among other things, for the provision by SES to EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite. During 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we receive service from EchoStar on 24 of the DBS transponders. QuetzSat-1 was launched on September 29, 2011 and was placed into service during the fourth quarter 2011 at the 67.1 degree orbital location while we and EchoStar explored alternative uses for the QuetzSat-1 satellite. In the interim, EchoStar provided us with alternate capacity at the 77 degree orbital location. During the third quarter 2012, we and EchoStar entered into an agreement pursuant to which we sublease back to EchoStar five of the 24 DBS transponders on the QuetzSat-1 satellite. Rental income generated from this sublease is recorded as revenue within “Equipment sales, services and other revenue — EchoStar” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During January 2013, QuetzSat-1 was moved to the 77 degree orbital location and we commenced commercial operations at that location in February 2013.

Unless earlier terminated under the terms and conditions of the QuetzSat-1 Transponder Agreement, the initial service term will expire in November 2021. Upon expiration of the initial term, we have the option to renew the QuetzSat-1 Transponder Agreement on a year-to-year basis through the end of life of the QuetzSat-1 satellite. Upon an in-orbit failure or end of life of the QuetzSat-1 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite. There can be no assurance that any options to renew the QuetzSat-1 Transponder Agreement will be exercised or that we will exercise our option to receive service on a replacement satellite.

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

In connection with the 103 Spectrum Development Agreement, during May 2012, EchoStar also entered into a ten-year service agreement with Ciel pursuant to which EchoStar leases certain satellite capacity from Ciel on the SES-3 satellite at the 103 degree orbital location (the “103 Service Agreement”). During June 2013, we and EchoStar entered into an agreement pursuant to which we lease certain satellite capacity from EchoStar on the SES-3 satellite (the “DISH 103 Service Agreement”). Under the terms of the DISH 103 Service Agreement, we make certain monthly payments to EchoStar through the service term. Unless earlier terminated under the terms and conditions of the DISH 103 Service Agreement, the initial service term will expire on the earlier of: (i) the date the SES-3 satellite fails; (ii) the date the transponder(s) on which service was being provided under the agreement fails; or (iii) ten years following the actual service commencement date. Upon in-orbit failure or end of life of the SES-3 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite. There can be no assurance that we will exercise our option to receive service on a replacement satellite.

TT&C Agreement. Effective January 1, 2012, we entered into a telemetry, tracking and control (“TT&C”) agreement pursuant to which we receive TT&C services from EchoStar for a period ending on December 31, 2016 (the “2012 TT&C Agreement”). The fees for services provided under the 2012 TT&C Agreement are calculated at either: (i) a fixed fee; or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. We are able to terminate the 2012 TT&C Agreement for any reason upon 60 days notice.

“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 receive certain services associated with an online video portal. The fees for the services provided under this services agreement depend, among other things, upon the cost to develop and operate such services. We have the option to renew this agreement for three successive one year terms and the agreement may be terminated for any reason upon at least 120 days notice to EchoStar. In November 2013, we exercised our right to renew this agreement for a one-year period ending on December 31, 2014.

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

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

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

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

Other Agreements — EchoStar

Receiver Agreement. EchoStar is currently our sole supplier of set-top box receivers. Effective January 1, 2012, we and EchoStar entered into a receiver agreement (the “2012 Receiver Agreement”) pursuant to which we have the right, but not the obligation, to purchase digital set-top boxes, related accessories, and other equipment from EchoStar for the period from January 1, 2012 to December 31, 2014. We have an option, but not the obligation, to extend the 2012 Receiver Agreement for one additional year upon 180 days notice prior to the end of the term. The 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. EchoStar provides us with standard manufacturer warranties for the goods sold under the 2012 Receiver Agreement. Additionally, the 2012 Receiver Agreement includes an indemnification provision, whereby the parties indemnify each other for certain intellectual property matters. We are able to terminate the 2012 Receiver Agreement for any reason upon at least 60 days notice to EchoStar. EchoStar is able to terminate the 2012 Receiver Agreement if certain entities acquire us.

For the three months ended September 30, 2013 and 2012, we purchased set-top boxes and other equipment from EchoStar of $341 million and $247 million, respectively. For the nine months ended September 30, 2013 and 2012, we purchased set-top boxes and other equipment from EchoStar of $947 million and $738 million, respectively. These amounts are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Condensed Consolidated Balance Sheets or expensed as “Subscriber acquisition costs” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed.

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

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

RUS Implementation Agreement. In September 2010, DISH Broadband L.L.C. (“DISH Broadband”), our wholly-owned subsidiary, was selected by the Rural Utilities Service (“RUS”) of the United States Department of Agriculture to receive up to approximately $14 million in broadband stimulus grant funds (the “Grant Funds”). Effective November 2011, DISH Broadband and Hughes Network Systems, LLC (“HNS”), a wholly-owned subsidiary of Hughes Communications, Inc. (“Hughes”), entered into a RUS Implementation Agreement (the “RUS Agreement”) pursuant to which HNS provides certain portions of the equipment and broadband service used to implement our RUS program. The 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 HNS. The RUS Agreement expired during June 2013 when the Grant Funds were exhausted. During the three months ended September 30, 2012, we expensed $4 million under this agreement which is included in “Cost of sales — equipment, services and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the nine months ended September 30, 2013 and 2012, we expensed $3 million and $6 million, respectively, under this agreement.

TiVo. On April 29, 2011, DISH Network and EchoStar entered into a settlement agreement with TiVo, Inc. (“TiVo”). The settlement resolved all pending litigation between DISH Network and EchoStar, on the one hand, and TiVo, on the other hand, including litigation relating to alleged patent infringement involving certain DISH digital video recorders, or DVRs.

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

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

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

Other Agreements

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

Related Party Transactions with NagraStar L.L.C.

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

The table below summarizes our transactions with NagraStar.

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	22,563	$	17,895	$	69,129	$	53,624

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	18,923	$	21,930

- Definition

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

+ References+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2013
Subsequent Events
Subsequent Events	11. Subsequent Events *7% Senior Notes due 2013* On October 1, 2013, we redeemed the remaining $451 million principal balance of our 7% Senior Notes due 2013.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2013
Summary of Significant Accounting Policies
Basis of Presentation	*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, 2012 (“2012 10-K”). Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation	*Principles of Consolidation* We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Non-majority owned investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	*Use of Estimates* The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, fair value of multi-element arrangements, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, retailer incentives, programming expenses, subscriber lives and royalty obligations. Weak economic conditions have increased the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our Condensed Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
Fair Value Measurements	*Fair Value Measurements* We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value: · Level 1, defined as observable inputs being quoted prices in active markets for identical assets, including U.S. treasury notes; · Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and · Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of September 30, 2013 and December 31, 2012, the carrying value for cash and cash equivalents, marketable investment securities, trade accounts receivable (net of allowance for doubtful accounts), and current liabilities (excluding the “Current portion of long-term debt and capital lease obligations”) is equal to or approximates fair value due to their short-term nature or proximity to current market rates. See Note 3 for the fair value of our marketable investment securities. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are estimated based on an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 6 for the fair value of our long-term debt.
Advertising Costs	*Advertising Costs* Our advertising costs associated with acquiring new Pay-TV subscribers are expensed as incurred. During the three months ended September 30, 2013 and 2012, we recorded advertising costs of $111 million and $123 million, respectively, and during the nine months ended September 30, 2013 and 2012, we recorded advertising costs of $344 million and $330 million, respectively. Advertising costs are included in “Other subscriber acquisition costs” and “General and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Deferred Cost of Sales	*Deferred Cost of Sales* On May 22, 2013, we launched a promotion whereby qualifying new Pay-TV subscribers may choose either an Apple® iPad® 2 or programming credits when they, among other things, commit to a two-year contract. The costs of the iPad 2 are recorded as short-term or long-term deferred cost of sales expense within “Other current assets” and “Other noncurrent assets, net,” respectively, on our Condensed Consolidated Balance Sheets and are amortized on a straight-line basis over the related contract term to “Cost of sales — equipment, services and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
New Accounting Pronouncements	*New Accounting Pronouncements* In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward or Tax Credit Carryforward Exists. ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This standard is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. We do not expect the adoption of ASU 2013-11 to have a material impact on our financial position or results of operations.

- Definition

Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.

+ References+ Details

- 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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+ Details

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

9 Months Ended

Sep. 30, 2013

Marketable Investment Securities and Restricted Cash and Cash Equivalents

Schedule of marketable investment securities and restricted cash and cash equivalents

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Marketable investment securities:
Current marketable investment securities - VRDNs	$	143,665	$	124,007
Current marketable investment securities - other	3,837,816		2,145,663
Total current marketable investment securities	3,981,481		2,269,670
Restricted marketable investment securities (1)	59,670		49,044
Total marketable investment securities	4,041,151		2,318,714

Restricted cash and cash equivalents (1)	23,110		72,617

Total marketable investment securities and restricted cash and cash equivalents	$	4,064,261	$	2,391,331

Schedule of unrealized gain (loss) on marketable investment securities

	As of September 30, 2013									As of December 31, 2012
	Fair		Unrealized							Fair		Unrealized
	Value		Gains		Losses			Net		Value		Gains		Losses			Net
	(In thousands)
Debt securities:
VRDNs	$	143,665	$	—	$	—		$	—	$	124,007	$	—	$	—		$	—
Other (including restricted)	3,874,652		6,182		(1,454		)	4,728		2,181,064		7,335		(1,144		)	6,191
Equity securities:
Other (1)	22,834		9,597		—			9,597		13,643		406		—			406
Total	$	4,041,151	$	15,779	$	(1,454	)	$	14,325	$	2,318,714	$	7,741	$	(1,144	)	$	6,597

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

	As of
	September 30, 2013					December 31, 2012
	Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss
	(In thousands)
Debt Securities:
Less than 12 months	$	1,605,223	$	(903	)	$	724,739	$	(865	)
12 months or more	77,496		(551		)	29,045		(279		)
Total	$	1,682,719	$	(1,454	)	$	753,784	$	(1,144	)

Schedule of fair value measurements

	As of
	September 30, 2013								December 31, 2012
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash Equivalents (including restricted)	$	4,077,784	$	277,438	$	3,800,346	$	—	$	3,014,946	$	59,386	$	2,955,560	$	—

Debt securities:
VRDNs	$	143,665	$	—	$	143,665	$	—	$	124,007	$	—	$	124,007	$	—
Other (including restricted)	3,874,652		—		3,874,652		—		2,181,064		—		2,181,064		—

Equity securities	22,834		22,834		—		—		13,643		13,643		—		—

Total	$	4,041,151	$	22,834	$	4,018,317	$	—	$	2,318,714	$	13,643	$	2,305,071	$	—

Inventory (Tables)

9 Months Ended

Sep. 30, 2013

Inventory

Schedule of inventory

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Finished goods - DBS	$	282,556	$	259,274
Raw materials	116,108		122,758
Work-in-process	124,958		82,361
Total inventory (1)	$	523,622	$	464,393

(1) The increase in “Total inventory” as of September 30, 2013 primarily related to an increase in Hopper® set-top boxes and broadband equipment.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2013

Property and Equipment

Schedule of depreciation and amortization expense

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Equipment leased to customers	$	188,524	$	165,959	$	538,457	$	481,876
Satellites	27,171		32,087		81,512		96,260
Buildings, furniture, fixtures, equipment and other	14,054		14,885		43,441		43,752
148 degree orbital location (1)	—		—		—		67,776
Total depreciation and amortization	$	229,749	$	212,931	$	663,410	$	689,664

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2013

Long-Term Debt

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

	As of
	September 30, 2013				December 31, 2012
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In thousands)
7 % Senior Notes due 2013 (1)	$	451,448	$	451,498	$	500,000	$	521,875
6 5/8% Senior Notes due 2014	1,000,000		1,055,050		1,000,000		1,078,500
7 3/4% Senior Notes due 2015	750,000		821,100		750,000		844,725
7 1/8% Senior Notes due 2016	1,500,000		1,649,595		1,500,000		1,683,750
4 5/8% Senior Notes due 2017	900,000		920,250		900,000		940,500
4 1/4% Senior Notes due 2018	1,200,000		1,203,000		—		—
7 7/8% Senior Notes due 2019	1,400,000		1,598,100		1,400,000		1,669,500
5 1/8% Senior Notes due 2020	1,100,000		1,081,135		—		—
6 3/4% Senior Notes due 2021	2,000,000		2,108,600		2,000,000		2,280,000
5 7/8% Senior Notes due 2022	2,000,000		2,019,900		2,000,000		2,150,000
5 % Senior Notes due 2023	1,500,000		1,393,125		1,500,000		1,548,750
Mortgages and other notes payable	60,347		60,347		65,427		65,427
Subtotal	13,861,795		$	14,361,700	11,615,427		$	12,783,027
Capital lease obligations (2)	226,821		NA		248,304		NA
Total long-term debt and capital lease obligations (including current portion)	$	14,088,616			$	11,863,731

(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.

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-Topic 835

-SubTopic 30

-Section 45

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-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

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-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 22

-Article 5

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-Name Accounting Standards Codification

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-SubTopic 10

-Section S99

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-Publisher FASB

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-Publisher FASB

-Name Accounting Standards Codification

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-Publisher FASB

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-Topic 942

-SubTopic 470

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2013

Stock-Based Compensation

Schedule of stock awards outstanding

	As of September 30, 2013
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH DBS employees	12,321,736	1,878,998	547,361	42,288

Schedule of stock option activity associated with employees

	For the Nine Months
	Ended September 30, 2013
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	13,018,490		$	18.99
Granted	2,206,500		$	36.68
Exercised	(2,806,854	)	$	14.37
Forfeited and cancelled	(96,400	)	$	29.20
Total options outstanding, end of period	12,321,736		$	22.33
Performance-based options outstanding, end of period (2)	6,483,500		$	24.94
Exercisable at end of period	4,042,335		$	17.50

(1) The beginning of period weighted-average exercise price of $18.99 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2012.

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

Schedule of realized tax benefits from stock awards exercised

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Tax benefit from stock awards exercised	$	16,452	$	3,342	$	32,660	$	14,872

Schedule of aggregate intrinsic value of stock options associated with employees

	As of September 30, 2013
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	279,491	$	111,219

Schedule of restricted stock unit activity associated with employees

	For the Nine Months
	Ended September 30, 2013
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,076,748		$	22.82
Granted	985,000		$	36.48
Vested	(135,250	)	$	29.19
Forfeited and cancelled	(47,500	)	$	32.78
Total restricted stock units outstanding, end of period	1,878,998		$	29.27
Restricted Performance Units outstanding, end of period (1)	1,878,998		$	29.27

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

	As of September 30, 2013
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	1,878,500	$	20.83
2013 LTIP	1,935,000	$	36.48
Other employee performance awards	2,670,000	$	19.46
Total	6,483,500	$	24.94

Restricted Performance Units
2005 LTIP	211,498
2013 LTIP	967,500
Other employee performance awards	700,000
Total	1,878,998

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

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Subscriber-related	$	941	$	312	$	1,610	$	1,506
General and administrative	9,611		5,780		23,718		33,430
Total non-cash, stock-based compensation	$	10,552	$	6,092	$	25,328	$	34,936

Schedule of assumptions of Black-Scholes option valuation model

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Stock Options	2013 (1)	2012 (2)			2013	2012
Risk-free interest rate	N/A	0.78		%	0.91% - 1.93%	0.41% - 1.29%
Volatility factor	N/A	38.90		%	32.37% - 39.87%	33.15% - 39.34%
Expected term of options in years	N/A	5.8			5.7 - 10.0	3.1 - 5.9
Weighted-average fair value of options granted	N/A	$	11.44		$14.49 - $16.85	$6.72 - $12.69

(1) During the three months ended September 30, 2013, there were no stock options granted.

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

LTIP 2005

Stock-Based Compensation

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

	2005 LTIP
			Vested
	Total		Portion (1)
	(In thousands)
DISH Network awards held by DISH DBS employees	$	32,321	$	30,629
EchoStar awards held by DISH DBS employees	5,591		5,402
Total	$	37,912	$	36,031

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

LTIP 2008, LTIP 2013 and Other

Stock-Based Compensation

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

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2013 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2013	$	2,234	$	231
Estimated contingent expense subsequent to 2013	58,223		41,929
Total estimated remaining expense over the term of the plan	$	60,457	$	42,160

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

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2013		2012		2013		2012
	(In thousands)
2008 LTIP	$	—	$	2,218	$	2,719	$	9,675
2013 LTIP	6,567		$	—	6,567		$	—
Other employee performance awards	1,186		1,279		4,049		5,851
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	7,753	$	3,497	$	13,335	$	15,526

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2013

Related Party Transactions

Schedule of transactions with NagraStar

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	22,563	$	17,895	$	69,129	$	53,624

	As of
	September 30,		December 31,
	2013		2012
	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	18,923	$	21,930

Summary of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Advertising Costs
Advertising costs	$ 111	$ 123	$ 344	$ 330
Deferred Cost of Sales
Customer contract commitment period associated with deferred cost of sales promotional items			2 years

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details) (USD $)	3 Months Ended			9 Months Ended
	Mar. 31, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Current marketable investment securities - VRDNs	Dec. 31, 2012 Current marketable investment securities - VRDNs	Sep. 30, 2013 Current marketable investment securities - other	Dec. 31, 2012 Current marketable investment securities - other
Marketable investment securities and restricted cash and cash equivalents:
Current marketable investment securities		$ 3,981,481,000	$ 2,269,670,000	$ 143,665,000	$ 124,007,000	$ 3,837,816,000	$ 2,145,663,000
Restricted marketable investment securities		59,670,000	49,044,000
Total marketable investment securities		4,041,151,000	2,318,714,000
Restricted cash and cash equivalents		23,110,000	72,617,000
Total marketable investment securities and restricted cash and cash equivalents		4,064,261,000	2,391,331,000
Settlement period				5 days
Restricted cash related to litigation released during the period	$ 42,000,000

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 2) (USD $)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2013	Dec. 31, 2012
Accumulated net unrealized gains (losses)
Accumulated net unrealized gains, before tax, in accumulated other comprehensive income (loss)		$ 14,000,000	$ 7,000,000
Accumulated net unrealized gains, net of tax, in accumulated other comprehensive income (loss)		11,000,000	6,000,000
Components of available-for-sale investments
Debt securities		3,981,481,000	2,269,670,000
Total marketable investment securities		4,041,151,000	2,318,714,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		15,779,000	7,741,000
Unrealized Losses		(1,454,000)	(1,144,000)
Unrealized Gains Losses, Net		14,325,000	6,597,000
Contractual maturities of restricted and non-restricted marketable investment securities
Debt securities with contractual maturities within one year		3,398,000,000
Debt securities with contractual maturities after one year through five years		620,000,000
VRDNs
Components of available-for-sale investments
Debt securities		143,665,000	124,007,000
Other (including restricted)
Components of available-for-sale investments
Debt security		3,874,652,000	2,181,064,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		6,182,000	7,335,000
Unrealized Losses		(1,454,000)	(1,144,000)
Unrealized Gains Losses, Net		4,728,000	6,191,000
Equity Securities
Components of available-for-sale investments
Equity securities		22,834,000	13,643,000
Unrealized Gains (Losses) on Marketable Investment Securities
Unrealized Gains		9,597,000	406,000
Unrealized Gains Losses, Net		9,597,000	406,000
Additional disclosures
Amount of cash consideration for receiving shares of common stock from a single issuer	$ 0

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair value of marketable investment securities in a loss position
Total	$ 1,682,719	$ 753,784
Unrealized loss on marketable investment securities in a loss position
Total	(1,454)	(1,144)
Debt Securities
Fair value of marketable investment securities in a loss position
Less than 12 Months	1,605,223	724,739
12 Months or More	77,496	29,045
Unrealized loss on marketable investment securities in a loss position
Less than 12 months	(903)	(865)
12 months or More	$ (551)	$ (279)

Marketable Investment Securities and Restricted Cash and Cash Equivalents (Details 4) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair value of marketable securities
Debt securities	$ 3,981,481	$ 2,269,670
Total marketable investment securities	4,041,151	2,318,714
VRDNs
Fair value of marketable securities
Debt securities	143,665	124,007
Other (including restricted)
Fair value of marketable securities
Debt security	3,874,652	2,181,064
Equity Securities
Fair value of marketable securities
Equity securities	22,834	13,643
Fair value measurements on recurring basis \| Total
Fair value of marketable securities
Cash equivalents (including restricted)	4,077,784	3,014,946
Total marketable investment securities	4,041,151	2,318,714
Fair value measurements on recurring basis \| Total \| VRDNs
Fair value of marketable securities
Debt securities	143,665	124,007
Fair value measurements on recurring basis \| Total \| Other (including restricted)
Fair value of marketable securities
Debt security	3,874,652	2,181,064
Fair value measurements on recurring basis \| Total \| Equity Securities
Fair value of marketable securities
Equity securities	22,834	13,643
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	277,438	59,386
Total marketable investment securities	22,834	13,643
Fair value measurements on recurring basis \| Level 1 \| Equity Securities
Fair value of marketable securities
Equity securities	22,834	13,643
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash equivalents (including restricted)	3,800,346	2,955,560
Total marketable investment securities	4,018,317	2,305,071
Fair value measurements on recurring basis \| Level 2 \| VRDNs
Fair value of marketable securities
Debt securities	143,665	124,007
Fair value measurements on recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt security	$ 3,874,652	$ 2,181,064

Inventory (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Inventory
Finished goods - DBS	$ 282,556	$ 259,274
Raw materials	116,108	122,758
Work-in-process	124,958	82,361
Total inventory	$ 523,622	$ 464,393

- Definition

Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing.

+ References+ Details

Property and Equipment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Equipment leased to customers	Sep. 30, 2012 Equipment leased to customers	Sep. 30, 2013 Equipment leased to customers	Sep. 30, 2012 Equipment leased to customers	Sep. 30, 2013 Satellites	Sep. 30, 2012 Satellites	Sep. 30, 2013 Satellites	Sep. 30, 2012 Satellites	Sep. 30, 2013 Buildings, furniture, fixtures, equipment and other	Sep. 30, 2012 Buildings, furniture, fixtures, equipment and other	Sep. 30, 2013 Buildings, furniture, fixtures, equipment and other	Sep. 30, 2012 Buildings, furniture, fixtures, equipment and other	Jun. 30, 2012 148 degree orbital location	Sep. 30, 2012 148 degree orbital location	Sep. 30, 2013 DBS satellites satellite
Depreciation and amortization expense
Depreciation and amortization expense	$ 229,749	$ 212,931	$ 663,410	$ 689,664	$ 188,524	$ 165,959	$ 538,457	$ 481,876	$ 27,171	$ 32,087	$ 81,512	$ 96,260	$ 14,054	$ 14,885	$ 43,441	$ 43,752	$ 67,776	$ 67,776
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator																			15
Owned Satellites																			6
Number of satellites utilized under operating lease																			7
Number of satellites utilized under capital lease																			2

Property and Equipment (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended		3 Months Ended
	Sep. 30, 2013 item satellite	Oct. 31, 2013 Dish Network EchoStar XVIII Launch Service	Sep. 30, 2013 EchoStar XII
Property and Equipment
Number of other satellites to be relocated in the event of failure or loss of any satellite	1
Useful life			18 months
Number of asset groups considered for impairment of DISH branded pay-TV DBS satellite fleet	1
Amount payable for launch contract		$ 120

Long-Term Debt (Details) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended		3 Months Ended	0 Months Ended			0 Months Ended			0 Months Ended		3 Months Ended
Long-Term Debt (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Jun. 24, 2013 5% Senior Notes due 2017	May 28, 2013 5% Senior Notes due 2017	Jun. 30, 2013 5% Senior Notes due 2017	Apr. 05, 2013 4 1/4% Senior Notes due 2018	Sep. 30, 2013 4 1/4% Senior Notes due 2018	Apr. 05, 2013 4 1/4% Senior Notes due 2018 Redemption Prior to April 1, 2016	Apr. 05, 2013 5 1/8% Senior Notes due 2020	Sep. 30, 2013 5 1/8% Senior Notes due 2020	Apr. 05, 2013 5 1/8% Senior Notes due 2020 Redemption Prior to May 1, 2016	Jun. 24, 2013 6 1/4% Senior Notes due 2023	May 28, 2013 6 1/4% Senior Notes due 2023	Jun. 30, 2013 6 1/4% Senior Notes due 2023
Long-term debt
Aggregate principal amount						$ 1,250,000,000		$ 1,200,000,000			$ 1,100,000,000				$ 1,350,000,000
Term of debt instrument						4 years		5 years			7 years				10 years
Debt instrument issuance as a percentage of the face amount						100.00%		100.00%			100.00%				100.00%
Interest rate (as a percent)	7.00%		7.00%			5.00%		4.25%	4.25%		5.125%	5.125%			6.25%
Redemption price as a percentage of principal amount					100.00%			100.00%			100.00%			101.00%
Maximum percentage of the aggregate principal amount of notes with net proceeds of certain equity offerings or capital contributions										35.00%			35.00%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control								101.00%			101.00%
Premiums, interest expense and deferred financing costs, as applicable	$ 220,596,000	$ 182,438,000	$ 663,823,000	$ 465,554,000			$ 7,000,000									$ 23,000,000

Long-Term Debt (Details 2) (USD $)					0 Months Ended
Long-Term Debt (Details 2) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 7 % Senior Notes due 2013	Dec. 31, 2012 7 % Senior Notes due 2013	Oct. 02, 2013 7 % Senior Notes due 2013 Subsequent event	Sep. 30, 2013 6 5/8% Senior Notes due 2014	Dec. 31, 2012 6 5/8% Senior Notes due 2014	Sep. 30, 2013 7 3/4% Senior Notes due 2015	Dec. 31, 2012 7 3/4% Senior Notes due 2015	Sep. 30, 2013 7 1/8% Senior Notes due 2016	Dec. 31, 2012 7 1/8% Senior Notes due 2016	Sep. 30, 2013 4 5/8% Senior Notes due 2017	Dec. 31, 2012 4 5/8% Senior Notes due 2017	Sep. 30, 2013 4 1/4% Senior Notes due 2018	Apr. 05, 2013 4 1/4% Senior Notes due 2018	Sep. 30, 2013 7 7/8% Senior Notes due 2019	Dec. 31, 2012 7 7/8% Senior Notes due 2019	Sep. 30, 2013 5 1/8% Senior Notes due 2020	Apr. 05, 2013 5 1/8% Senior Notes due 2020	Sep. 30, 2013 6 3/4% Senior Notes due 2021	Dec. 31, 2012 6 3/4% Senior Notes due 2021	Sep. 30, 2013 5 7/8% Senior Notes due 2022	Dec. 31, 2012 5 7/8% Senior Notes due 2022	Sep. 30, 2013 5% Senior Notes due 2023	Dec. 31, 2012 5% Senior Notes due 2023	Sep. 30, 2013 Mortgages and other notes payable	Dec. 31, 2012 Mortgages and other notes payable
Long-term debt
Carrying Value	$ 13,861,795,000	$ 11,615,427,000	$ 451,448,000	$ 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	$ 900,000,000	$ 900,000,000	$ 1,200,000,000		$ 1,400,000,000	$ 1,400,000,000	$ 1,100,000,000		$ 2,000,000,000	$ 2,000,000,000	$ 2,000,000,000	$ 2,000,000,000	$ 1,500,000,000	$ 1,500,000,000	$ 60,347,000	$ 65,427,000
Fair Value	14,361,700,000	12,783,027,000	451,498,000	521,875,000		1,055,050,000	1,078,500,000	821,100,000	844,725,000	1,649,595,000	1,683,750,000	920,250,000	940,500,000	1,203,000,000		1,598,100,000	1,669,500,000	1,081,135,000		2,108,600,000	2,280,000,000	2,019,900,000	2,150,000,000	1,393,125,000	1,548,750,000	60,347,000	65,427,000
Capital lease obligations	226,821,000	248,304,000
Total long-term debt and capital lease obligations (including current portion)	14,088,616,000	11,863,731,000
Interest rate (as a percent)	7.00%		7.00%	7.00%	7.00%	6.625%	6.625%	7.75%	7.75%	7.125%	7.125%	4.625%	4.625%	4.25%	4.25%	7.875%	7.875%	5.125%	5.125%	6.75%	6.75%	5.875%	5.875%	5.00%	5.00%
Debt repurchased			49,000,000
Principal balance of debt redeemed					$ 451,000,000

Stock-Based Compensation (Details) (USD $)	9 Months Ended	0 Months Ended			0 Months Ended			9 Months Ended				1 Months Ended
Stock-Based Compensation (Details) (USD $)	Sep. 30, 2013 DISH Network Awards	Dec. 28, 2012 Class A common stock DISH Network Awards	Dec. 02, 2011 Class A common stock DISH Network Awards	Sep. 30, 2013 Class A common stock DISH Network Awards	Dec. 28, 2012 Class B common stock DISH Network Awards	Dec. 02, 2011 Class B common stock DISH Network Awards	Sep. 30, 2013 Long-Term Performance Based Plans DISH Network Awards	Sep. 30, 2013 Stock Options Maximum	Sep. 30, 2013 Stock Options DISH Network Awards	Dec. 31, 2012 Stock Options DISH Network Awards	Sep. 30, 2013 Stock Options Long-Term Performance Based Plans DISH Network Awards	Jan. 31, 2013 Stock Options Stock option adjustment 2012 DISH Network Awards employee	Sep. 30, 2013 Restricted Stock Units DISH Network Awards	Dec. 31, 2012 Restricted Stock Units DISH Network Awards	Sep. 30, 2013 Restricted Stock Units Long-Term Performance Based Plans DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)							6,483,500		12,321,736	13,018,490	6,483,500
Restricted stock units outstanding (in shares)													1,878,998	1,076,748	1,878,998
Expiration term								10 years
Percentage of stock awards vesting per year (as a percent)	20.00%
Shares of common stock available for future grant under stock incentive plans				69,700,000
Dividend in cash per share (in dollars per share)		$ 1.00	$ 2.00		$ 1.00	$ 2.00
Number of stock options subject to an exercise price change in connection with the Stock Option Adjustment (in shares)												12,900,000
Number of employees affected by stock option adjustment												400
Reduction in exercise price due to dividend declaration (in dollars per share)												$ 0.77

Stock-Based Compensation (Details 2)	Sep. 30, 2013	Dec. 31, 2012
Stock Options \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)	12,321,736	13,018,490
Stock Options \| DISH Network Awards \| Held by DISH DBS employees
Stock-Based Compensation
Stock Awards Outstanding (in shares)	12,321,736
Stock Options \| EchoStar awards \| Held by DISH DBS employees
Stock-Based Compensation
Stock Awards Outstanding (in shares)	547,361
Restricted Stock Units \| DISH Network Awards \| Held by DISH DBS employees
Stock-Based Compensation
Stock Awards Outstanding (in shares)	1,878,998
Restricted Stock Units \| EchoStar awards \| Held by DISH DBS employees
Stock-Based Compensation
Stock Awards Outstanding (in shares)	42,288

Stock-Based Compensation (Details 3) (DISH Network Awards, USD $)	9 Months Ended
	Sep. 30, 2013
Long-Term Performance Based Plans
Stock option activity
Total options outstanding, end of period (in shares)	6,483,500
Weighted-Average Exercise Price
Total options outstanding at the end of the period (in dollars per share)	$ 24.94
Stock Options
Stock option activity
Total options outstanding, beginning of period (in shares)	13,018,490
Granted (in shares)	2,206,500
Exercised (in shares)	(2,806,854)
Forfeited and cancelled (in shares)	(96,400)
Total options outstanding, end of period (in shares)	12,321,736
Exercisable at the end of the period (in shares)	4,042,335
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)	$ 18.99
Granted (in dollars per share)	$ 36.68
Exercised (in dollars per share)	$ 14.37
Forfeited and cancelled (in dollars per share)	$ 29.20
Total options outstanding at the end of the period (in dollars per share)	$ 22.33
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 17.50
Stock Options \| Long-Term Performance Based Plans
Stock option activity
Total options outstanding, end of period (in shares)	6,483,500
Weighted-Average Exercise Price
Total options outstanding at the end of the period (in dollars per share)	$ 24.94

Stock-Based Compensation (Details 5) (Stock Options, DISH Network Awards, USD $) In Thousands, unless otherwise specified	Sep. 30, 2013
Stock Options \| DISH Network Awards
Aggregate intrinsic value
Aggregate intrinsic value of stock options outstanding	$ 279,491
Aggregate intrinsic value of stock options exercisable	$ 111,219

Stock-Based Compensation (Details 6) (Restricted Stock Units, DISH Network Awards, USD $)	9 Months Ended
	Sep. 30, 2013
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)	1,076,748
Granted (in shares)	985,000
Vested (in shares)	(135,250)
Forfeited and cancelled (in shares)	(47,500)
Total restricted stock units outstanding, end of period (in shares)	1,878,998
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)	$ 22.82
Granted (in dollars per share)	$ 36.48
Vested (in dollars per share)	$ 29.19
Forfeited and cancelled (in dollars per share)	$ 32.78
Total restricted stock units outstanding, end of period (in dollars per share)	$ 29.27
Long-Term Performance Based Plans
Restricted stock unit activity
Total restricted stock units outstanding, end of period (in shares)	1,878,998
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, end of period (in dollars per share)	$ 29.27

Stock-Based Compensation (Details 7) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended		3 Months Ended	9 Months Ended			3 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Long-Term Performance Based Plans	Sep. 30, 2012 Long-Term Performance Based Plans	Sep. 30, 2013 Long-Term Performance Based Plans	Sep. 30, 2012 Long-Term Performance Based Plans	Dec. 31, 2005 LTIP 2005	Sep. 30, 2013 LTIP 2005	Sep. 30, 2012 LTIP 2008	Sep. 30, 2013 LTIP 2008	Sep. 30, 2012 LTIP 2008	Jun. 30, 2013 LTIP 2008	Sep. 30, 2013 2013 LTIP	Sep. 30, 2013 2013 LTIP	Sep. 30, 2013 Other Employee Performance Awards	Sep. 30, 2012 Other Employee Performance Awards	Sep. 30, 2013 Other Employee Performance Awards	Sep. 30, 2012 Other Employee Performance Awards	Sep. 30, 2013 DISH Network Awards Long-Term Performance Based Plans	Sep. 30, 2013 DISH Network Awards 2013 LTIP	Sep. 30, 2013 DISH Network Awards Other Employee Performance Awards	Sep. 30, 2013 DISH Network Awards Held by DISH DBS employees LTIP 2005	Sep. 30, 2013 EchoStar awards Held by DISH DBS employees LTIP 2005	Sep. 30, 2013 Stock Options DISH Network Awards	Dec. 31, 2012 Stock Options DISH Network Awards	Sep. 30, 2013 Stock Options DISH Network Awards Long-Term Performance Based Plans	Sep. 30, 2013 Stock Options DISH Network Awards LTIP 2005	Sep. 30, 2013 Stock Options DISH Network Awards 2013 LTIP	Sep. 30, 2013 Stock Options DISH Network Awards Other Employee Performance Awards	Sep. 30, 2013 Stock Options DISH Network Awards Held by DISH DBS employees	Sep. 30, 2013 Stock Options EchoStar awards Held by DISH DBS employees	Sep. 30, 2013 Restricted Stock Units DISH Network Awards	Dec. 31, 2012 Restricted Stock Units DISH Network Awards	Sep. 30, 2013 Restricted Stock Units DISH Network Awards Long-Term Performance Based Plans	Sep. 30, 2013 Restricted Stock Units DISH Network Awards LTIP 2005	Sep. 30, 2013 Restricted Stock Units DISH Network Awards 2013 LTIP	Sep. 30, 2013 Restricted Stock Units DISH Network Awards Other Employee Performance Awards	Sep. 30, 2013 Restricted Stock Units DISH Network Awards Held by DISH DBS employees	Sep. 30, 2013 Restricted Stock Units EchoStar awards Held by DISH DBS employees
2005 LTIP Terms
Awards vesting period									7 years
Percentage awards vesting per annum during first four years									10.00%
Percentage awards vesting per annum after first four years									20.00%
Share-based expense
Unrecognized compensation expense relating to long-term performance based incentive awards										$ 37,912														$ 32,321	$ 5,591
Unrecognized non-cash stock-based compensation expense on vested portion										36,031														30,629	5,402
Share-based compensation additional disclosures
Portion vested (as a percent)														100.00%
Percentage of performance goals probable of achievement															20.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	10,552	6,092	25,328	34,936	7,753	3,497	13,335	15,526			2,218	2,719	9,675		6,567	6,567	1,186	1,279	4,049	5,851
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Remaining expense estimated to be recognized during 2013																						2,234	231
Estimated contingent expense subsequent to 2013																						58,223	41,929
Total estimated remaining expense over the term of plan																						$ 60,457	$ 42,160
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)																					6,483,500					12,321,736	13,018,490	6,483,500	1,878,500	1,935,000	2,670,000	12,321,736	547,361							1,878,998	42,288
Weighted-Average Exercise Price (in dollars per share)																					$ 24.94					$ 22.33	$ 18.99	$ 24.94	$ 20.83	$ 36.48	$ 19.46
Restricted Performance Units (in shares)																																		1,878,998	1,076,748	1,878,998	211,498	967,500	700,000

Stock-Based Compensation (Details 8) (USD $)	3 Months Ended		9 Months Ended			3 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
Stock-Based Compensation (Details 8) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Non-Performance Based Stock Awards	Mar. 31, 2013 Stock option adjustment 2012	Sep. 30, 2013 Stock option adjustment 2012	Sep. 30, 2013 Subscriber-related	Sep. 30, 2012 Subscriber-related	Sep. 30, 2013 Subscriber-related	Sep. 30, 2012 Subscriber-related	Sep. 30, 2013 General and administrative	Sep. 30, 2012 General and administrative	Sep. 30, 2013 General and administrative	Sep. 30, 2012 General and administrative
Stock-Based Compensation
Non-cash, stock-based compensation	$ 10,552,000	$ 6,092,000	$ 25,328,000	$ 34,936,000		$ 4,000,000		$ 941,000	$ 312,000	$ 1,610,000	$ 1,506,000	$ 9,611,000	$ 5,780,000	$ 23,718,000	$ 33,430,000
Adjustment to recognized non-cash, stock-based compensation expense to be expensed over the remaining vesting period							3,000,000
Unrecognized compensation expense					$ 15,000,000
Future forfeiture rate (as a percent)					3.70%
Weighted average period for recognition of compensation cost					2 years

Stock-Based Compensation (Details 9) (USD $)	0 Months Ended				3 Months Ended		9 Months Ended
Stock-Based Compensation (Details 9) (USD $)	Dec. 28, 2012 Class A common stock DISH Network Awards	Dec. 02, 2011 Class A common stock DISH Network Awards	Dec. 28, 2012 Class B common stock DISH Network Awards	Dec. 02, 2011 Class B common stock DISH Network Awards	Sep. 30, 2013 Stock Options	Sep. 30, 2012 Stock Options	Sep. 30, 2013 Stock Options	Sep. 30, 2012 Stock Options	Sep. 30, 2013 Stock Options Maximum	Sep. 30, 2012 Stock Options Maximum	Sep. 30, 2013 Stock Options Minimum	Sep. 30, 2012 Stock Options Minimum
Black-Scholes option valuation model, assumptions
Risk-free interest rate, low end of range (as a percent)							0.91%	0.41%
Risk-free interest rate, high end of range (as a percent)							1.93%	1.29%
Risk-free interest rate (as a percent)						0.78%
Volatility factor, low end of range (as a percent)							32.37%	33.15%
Volatility factor, high end of range (as a percent)							39.87%	39.34%
Volatility factor (as a percent)						38.90%
Expected term of options						5 years 9 months 18 days			10 years	5 years 10 months 24 days	5 years 8 months 12 days	3 years 1 month 6 days
Weighted-average fair value of options granted (in dollars per share)						$ 11.44			$ 16.85	$ 12.69	$ 14.49	$ 6.72
Granted (in shares)					0
Dividend in cash per share (in dollars per share)	$ 1.00	$ 2.00	$ 1.00	$ 2.00
Dividend yield (as a percent)					0.00%	0.00%	0.00%	0.00%

Commitments and Contingencies (Details) (USD $)	9 Months Ended			0 Months Ended	9 Months Ended	12 Months Ended	0 Months Ended		9 Months Ended		0 Months Ended
Commitments and Contingencies (Details) (USD $)	Sep. 30, 2013	Oct. 02, 2013 LightSquared LP Entities LBAC	Oct. 02, 2013 LightSquared LP Entities LBAC Maximum	Oct. 29, 2013 Dish Network	Sep. 30, 2013 Dish Network	Dec. 31, 2008 Dish Network	Sep. 29, 2013 Dish Network Wireless Spectrum	Mar. 09, 2012 Dish Network DBSD North America and TerreStar Transactions Wireless Spectrum	Sep. 30, 2013 Dish Network DBSD North America and TerreStar Transactions Wireless Spectrum	Mar. 09, 2012 Dish Network DBSD North America	Jul. 23, 2013 Dish Network LightSquared LP Entities Proposed asset purchase agreement
Spectrum Investments
Percentage of equity acquired										100.00%
Purchase price								$ 2,860,000,000			$ 2,220,000,000
Payment to acquire certain 700 MHz wireless licenses						712,000,000
AWS-4 Interim Build-Out Requirement (as a percent)									40.00%
AWS-4 Final Build-Out Requirement (as a percent)									70.00%
700 MHz Interim Build-Out Requirement (as a percent)					35.00%
700 MHz Final Build-Out Requirement (as a percent)					70.00%
Modified 700 MHz Interim Build-Out Requirement (as a percent)				40.00%
Modified 700 MHz Final Build-Out Requirement (as a percent)				70.00%
Accelerated period to meet Modified 700 MHz Build-Out Requirement on failure to meet Modified 700 MHz Interim Build-Out Requirement				1 year
Extension term of AWS-4 Final Build-Out Requirement							1 year
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement									1 year
Minimum period for approval prior to the commencement of planned H Block auction	30 days
Maximum bid price per MHz/POP (in dollars per unit)							0.50
Aggregate bid price							1,560,000,000
Payments to be made for break up fee		52,000,000
Amount to be reimbursed on confirmation of the order issued by Bankruptcy Court as a qualified bidder, if the subsidiary is not successful bidder at auction			$ 2,000,000

Commitments and Contingencies (Details 2) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended		0 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended						1 Months Ended	9 Months Ended	1 Months Ended	0 Months Ended	3 Months Ended
Commitments and Contingencies (Details 2) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 09, 2013 Garnet Digital item	Sep. 30, 2013 LightSquared transaction shareholder derivative actions item	Sep. 30, 2013 Katz Communications-Patent infringement item Patent	Dec. 31, 2007 Katz Communications-Patent infringement Patent	Sep. 30, 2013 Satellite lease guarantees	Sep. 30, 2013 Satellite transponder guarantees	Oct. 11, 2012 ESPN-Affiliation agreements	Apr. 30, 2009 ESPN-Affiliation agreements	Mar. 31, 2013 ESPN-Affiliation agreements	Dec. 31, 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 item	Sep. 30, 2013 Pragmatus Minimum item	May 31, 2012 Hopper litigation Maximum	Aug. 06, 2013 Harbinger Minimum	Sep. 30, 2013 Norman IP Holdings item
Loss contingencies
Guarantees for payments									$ 63,000,000	$ 391,000,000
Guarantee term									P17M
Claim amount												30,000,000				35,000,000							4,000,000,000
Court ruling																	66,000,000		66,000,000
Litigation accrual														71,000,000				42,000,000
Attorneys' fees											5,000,000		71,000,000		24,000,000
General and administrative expenses	154,378,000	153,408,000	452,678,000	469,985,000										5,000,000
Payment of accrued interest													$ 12,000,000
Number of companies against whom similar complaints brought					15																40
Number of days to store HD primetime programs recordings																						8 days
Number of shareholders who filed lawsuits						5
Loss Contingency Terms
Number of patents the suit alleges infringement of								19
Number of patents remain in the lawsuit							4
Number of reexamination petitions pending before patent and trademark office							2													2
Minimum number of autonomous streamlined signal processors																								1

Related Party Transactions (Details) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended		1 Months Ended	3 Months Ended	9 Months Ended	0 Months Ended		3 Months Ended		9 Months Ended
Related Party Transactions (Details) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 02, 2012 Dish Network	Oct. 02, 2012 Dish Network	Dec. 31, 2012 Dish Network	Sep. 30, 2013 Dish Network	Sep. 30, 2013 Dish Network	Dec. 02, 2012 Dish Network Class A common stock	Dec. 02, 2012 Dish Network Class B common stock	Sep. 30, 2013 Blockbuster, Inc.	Sep. 30, 2012 Blockbuster, Inc.	Sep. 30, 2013 Blockbuster, Inc.	Sep. 30, 2012 Blockbuster, Inc.
Related Party Transactions with DISH Network
Distribution to DOC of the assets and liabilities associated with satellite broadband business						$ 66,000,000
Net satellite broadband assets distributed to DISH Network						9,000,000
Deemed dividend						57,000,000
Dividend declared (in dollars per share)										$ 1.00	$ 1.00
Aggregate dividend declared					453,000,000
Dividend paid to DOC							850,000,000
Subscriber-related expenses	1,938,142,000	1,808,833,000	5,718,781,000	5,396,828,000								3,000,000	6,000,000	11,000,000	16,000,000
Subscriber-related revenue	$ 3,408,510,000	$ 3,261,324,000	$ 10,131,098,000	$ 9,769,646,000				$ 5,000,000	$ 11,000,000

Related Party Transactions (Details 2) (EchoStar)	9 Months Ended	1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended	12 Months Ended	1 Months Ended
Related Party Transactions (Details 2) (EchoStar)	Sep. 30, 2013 Remanufactured Receiver Agreement	Jan. 31, 2013 Professional Services Agreement Dish Network	Sep. 30, 2013 Professional Services Agreement Dish Network	Jan. 31, 2013 Management Services Agreement Dish Network	Sep. 30, 2013 El Paso Lease Agreement item	Dec. 31, 2008 Varick Sublease Agreement Dish Network	May 31, 2013 EchoStar XV
Equipment sales, services and other revenue - EchoStar
Minimum required notice period for termination of agreement by related party	60 days
Agreement term		1 year		1 year		7 years
Automatic renewal period		1 year
Minimum notice period for termination of agreement			60 days
Minimum notice period for termination of a specific service		30 days
Additional term of renewal option							3 years
Number of consecutive three year renewal options					4
Notice period to exercise option to extend agreement					3 years

Related Party Transactions (Details 3) (USD $) In Millions, unless otherwise specified	9 Months Ended		1 Months Ended	0 Months Ended	9 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2013 EchoStar XVI	Sep. 30, 2013 EchoStar Broadcast Agreement Minimum	May 31, 2010 EchoStar Certain Sports Related Programming Broadcast Agreement	Dec. 21, 2012 EchoStar EchoStar XVI	Sep. 30, 2013 EchoStar EchoStar XVI	Dec. 31, 2009 EchoStar EchoStar XVI	Dec. 31, 2009 EchoStar DISH Nimiq 5 Agreement transponder	Sep. 30, 2012 EchoStar QuetzSat-1 Lease Agreement transponder	Dec. 31, 2008 EchoStar QuetzSat-1 Lease Agreement transponder	May 31, 2012 EchoStar 103 degree orbital location member	Sep. 30, 2013 EchoStar 103 degree orbital location member	Sep. 30, 2013 EchoStar 103 degree orbital location member	Sep. 30, 2013 EchoStar TT&C Agreement
Satellite and transmission expenses - EchoStar
Required notice period for termination by the reporting entity		60 days											60 days
Agreement term			10 years				10 years			10 years
Payments to the related party											$ 23
Net book value of asset											20	20
Capital distribution											$ 3
Agreement term from commencement of service date				4 years		10 years						10 years
Notice period to exercise option to extend agreement	6 years				6 years
Additional term of renewal option					5 years
Agreement term with third party							15 years		10 years
Number of DBS transponders available to receive services							32
Number of DBS transponders currently used							32		32
Number of DBS transponders expected to receive services									24
Number of transponders subleased								5

Related Party Transactions (Details 4)	9 Months Ended					1 Months Ended		9 Months Ended	0 Months Ended	9 Months Ended	0 Months Ended	9 Months Ended
Related Party Transactions (Details 4)	Sep. 30, 2013 DISH Online.com Services Agreement item	Sep. 30, 2013 EchoStar Product Support Agreement Minimum	Sep. 30, 2013 EchoStar Inverness Lease Agreement	Sep. 30, 2013 EchoStar Santa Fe Lease Agreement	Sep. 30, 2013 EchoStar Gilbert Lease Agreement	Nov. 30, 2012 EchoStar DISH Online.com Services Agreement	Jan. 31, 2010 EchoStar DISH Online.com Services Agreement	Sep. 30, 2013 EchoStar DISH Online.com Services Agreement	Feb. 23, 2010 EchoStar DISH Remote Access Services Agreement	Sep. 30, 2013 EchoStar DISH Remote Access Services Agreement	Feb. 23, 2010 EchoStar Sling Service Services Agreement	Sep. 30, 2013 EchoStar Sling Service Services Agreement	Sep. 30, 2013 EchoStar Application Development Agreement	Sep. 30, 2013 EchoStar XiP Encryption Agreement
General and administrative expenses - EchoStar
Required notice period for termination by the reporting entity		60 days						120 days		120 days		120 days
Required notice period for termination of agreement			6 months											180 days
Notice period to exercise option to extend agreement				1 year										1 year
Minimum notice period for termination of agreement					30 days								90 days	30 days
Agreement term							2 years		5 years		5 years
Number of successive one year renewal options	3
Term of renewal option exercised						1 year
Automatic renewal period										1 year		1 year	1 year
Notice period required to extend the agreement term														180 days

Related Party Transactions (Details 5) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended	1 Months Ended	3 Months Ended		9 Months Ended				1 Months Ended	3 Months Ended	9 Months Ended		1 Months Ended
Related Party Transactions (Details 5) (USD $)	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Apr. 29, 2011 EchoStar TiVo v. Dish Network and EchoStar Corporation item	Jan. 31, 2012 EchoStar Receiver Agreement	Sep. 30, 2013 EchoStar Receiver Agreement	Sep. 30, 2012 EchoStar Receiver Agreement	Sep. 30, 2013 EchoStar Receiver Agreement	Sep. 30, 2012 EchoStar Receiver Agreement	Sep. 30, 2013 EchoStar Receiver Agreement Minimum	Sep. 30, 2013 EchoStar Tax Sharing Agreement Dish Network	Sep. 30, 2010 EchoStar RUS Implementation Agreement	Sep. 30, 2012 EchoStar RUS Implementation Agreement	Sep. 30, 2013 EchoStar RUS Implementation Agreement	Sep. 30, 2012 EchoStar RUS Implementation Agreement	Dec. 31, 2011 EchoStar Patent Cross-License Agreements Dish Network Maximum	Sep. 30, 2013 EchoStar Patent Cross-License Agreements Dish Network Maximum
General and administrative expenses - EchoStar
Notice period to exercise option to extend agreement									1 year
Notice period required to extend the agreement term						180 days
Required notice period for termination by the reporting entity											60 days		45 days
Purchased set-top boxes and other equipment from EchoStar							$ 341,000,000	$ 247,000,000	$ 947,000,000	$ 738,000,000
Net amount of the allocated tax attributes payable												83,000,000
Maximum grants receivable													14,000,000
Cost of sales - equipment, services and other	24,073,000	28,091,000	64,789,000	70,719,000										4,000,000	3,000,000	6,000,000
Settlement amount					500,000,000
Initial settlement amount paid					300,000,000
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
Contribution from related party					10,000,000
Percentage of litigation settlement amount to be made by related party annually					95.00%
Payments to third party by related party																	10,000,000
Payments to third party by related party under extension option																		$ 3,000,000

Related Party Transactions (Details 6) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Related Party Transactions with NagraStar L.L.C.
Amounts payable to NagraStar	$ 308,228		$ 308,228		$ 262,843
NagraStar
Related Party Transactions with NagraStar L.L.C.
Purchases from NagraStar	22,563	17,895	69,129	53,624
Amounts payable to NagraStar	$ 18,923		$ 18,923		$ 21,930

- Definition

Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References+ Details

Subsequent Events (Details) (USD $) In Millions, unless otherwise specified				0 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 7 % Senior Notes due 2013	Dec. 31, 2012 7 % Senior Notes due 2013	Oct. 02, 2013 Subsequent event 7 % Senior Notes due 2013
Subsequent events
Principal balance of debt redeemed				$ 451
Interest rate (as a percent)	7.00%	7.00%	7.00%	7.00%

Organization and Business Activities (Details)	Sep. 30, 2013 subscriber
Organization and Business Activities
Number of subscribers	14,049,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Interest rate (as a percent)	7.00%