1001082--3/2/2009--DISH_Network

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{property, intellectual, protect}

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{customer, product, revenue}

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{loss, insurance, financial}

{personnel, key, retain}

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If declines in DISH Network gross subscriber additions, increases in subscriber churn and higher subscriber acquisition and retention costs continue, our financial performance will be further adversely affected. We face intense and increasing competition from satellite television providers, cable television providers, telecommunications companies, and companies that provide/facilitate the delivery of video content via the internet. We may be required to make substantial additional investments in order to maintain competitive HD programming offerings. Technology in our industry changes rapidly and could cause our services and products to become obsolete. We may need additional capital, which may not be available on acceptable terms or at all, in order to continue investing in our business and to finance acquisitions and other strategic transactions. A portion of our investment portfolio is invested in securities that have experienced limited or no liquidity in recent months and may not be immediately accessible to support our financing needs. AT T s termination of its distribution agreement with us may reduce subscriber additions and increase churn if we are not able to develop alternative distribution channels. As technology changes, and in order to remain competitive, we may have to upgrade or replace subscriber equipment and make substantial investments in our infrastructure. We rely on EchoStar to design and develop all of our new set-top boxes and certain related components, and to provide transponder capacity, digital broadcast operations and other services for us. Our business would be adversely affected if EchoStar ceases to provide these services to us and we are unable to obtain suitable replacement services from third parties. We rely on one or a limited number of vendors, and the inability of these key vendors to meet our needs could have a material adverse effect on our business. Our programming signals are subject to theft, and we are vulnerable to other forms of fraud that could require us to make significant expenditures to remedy. We depend on third parties to solicit orders for DISH Network services that represent a significant percentage of our total gross subscriber acquisitions. We depend on others to provide the programming that we offer to our subscribers and, if we lose access to this programming, our subscriber losses and subscriber churn may increase. Our competitors may be able to leverage their relationships with programmers so that they are able to reduce their programming costs and offer exclusive content that will place them at a competitive advantage to us. We depend on the Cable Act for access to programming from cable-affiliate programmers at cost-effective rates. We face increasing competition from other distributors of foreign language programming that may limit our ability to maintain our foreign language programming subscriber base. Our local programming strategy faces uncertainty because we may not be able to obtain necessary retransmission consents from local network stations. We are subject to significant regulatory oversight and changes in applicable regulatory requirements could adversely affect our business. We have made a substantial investment in certain 700 MHz wireless licenses and will be required to make significant additional investments in order to commercialize these licenses and recoup our investment. We have substantial debt outstanding and may incur additional debt that could have a dilutive effect on our outstanding equity capital or future earnings. If we are unsuccessful in defending Tivo s litigation against us, we could be prohibited from offering DVR technology that would in turn put us at a significant disadvantage to our competitors. We have limited owned and leased satellite capacity and satellite failures could adversely affect our business. Our owned and leased satellites are subject to risks related to launch that could limit our ability to utilize these satellites. Our owned and leased satellites are subject to significant operational and atmospheric risks that could limit our ability to utilize these satellites. Our owned and leased satellites have minimum design lives of 12 years, but could fail or suffer reduced capacity before then. We currently have no commercial insurance coverage on the satellites we own and could face significant impairment charges if one of our satellites fails. We may have potential conflicts of interest with EchoStar due to our common ownership and management. We rely on key personnel and the loss of their services or the inability to attract and retain them may negatively affect our businesses. We are controlled by one principal stockholder who is also our Chairman, President and Chief Executive Officer. We are party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property. We may pursue acquisitions and other strategic transactions to complement or expand our business which may not be successful and in which we may lose the entire value of our investment. Our business depends substantially on FCC licenses that can expire or be revoked or modified and applications that may not be granted. We are subject to digital HD carry-one-carry-all requirements that cause capacity constraints.

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1001082--3/2/2009--DISH_Network_CORP