1415404--3/1/2010--EchoStar

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General Risks Affecting Our Business Weak economic conditions, including high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain our business. We currently depend on DISH Network Corporation, or DISH Network, and Bell TV for substantially all of our revenue. The loss of, or a significant reduction in, orders from or a decrease in selling prices of digital set-top boxes, transponder leasing, digital broadcast operations and/or other products or services to, DISH Network or Bell TV would significantly reduce our revenue and adversely impact our results of operations. If we are unsuccessful in overturning the District Court's ruling on Tivo's motion for contempt, we are not successful in developing and deploying potential new alternative technology and we are unable to reach a license agreement with Tivo on reasonable terms, we would be subject to substantial liability and would be prohibited from offering DVR functionality that would in turn place us at a significant disadvantage to our competitors and significantly decrease sales of digital set-top boxes to DISH Network and others. Adverse developments in DISH Network's business may adversely affect us. We currently have substantial unused satellite capacity, and our results of operations may be materially adversely affected if we are not able to utilize more of this capacity. As a result of our Spin-off from DISH Network, our financial statements for 2007 do not reflect all the assets and lines of business that are reflected in our 2008 and 2009 financial statements, potentially making it more difficult to compare growth and other metrics in 2008 and 2009 with prior periods. Our sales to DISH Network could be terminated or substantially curtailed on short notice which would have a detrimental effect on us. We may need additional capital, which may not be available on acceptable terms or at all, to continue investing in our business and to finance acquisitions and other strategic transactions. We may experience significant financial losses on our existing investments. We may pursue acquisitions and other strategic transactions to complement or expand our business which may not be successful and we may lose up to the entire value of our investment in these acquisitions and transactions. We intend to make significant investments in new products, services, technologies and business areas that may not be profitable. 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 have not been an independent company for a significant amount of time and we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company. If we are unable to properly respond to technological changes, our business could be significantly harmed. We rely on key personnel and the loss of their services may negatively affect our businesses. Risks Affecting Our "Digital Set-Top Box" Business We depend on sales of digital set-top boxes for nearly all of our revenue and a decline in sales of our digital set-top boxes would have a material adverse effect on our financial position and results of operations. Our business may suffer if direct-to-home satellite service providers, who currently comprise our customer base, do not compete successfully with existing and emerging alternative platforms for delivering digital television, including cable television operators, terrestrial broadcasters and IPTV. Our future financial performance depends in part on our ability to penetrate new markets for digital set-top boxes. We may be exposed to the risk of inflation or stable component pricing which could have a material adverse effect on our results of operations. The average selling price and gross margins of our digital set-top boxes has been decreasing and may decrease even further, which could negatively impact our financial position and results of operations. Our ability to sell our digital set-top boxes to other operators depends on our ability to obtain licenses to use the conditional access systems utilized by these other operators. Growth in our "Digital Set-Top Box" business likely requires expansion of our sales to international customers, and we may be unsuccessful in expanding international sales. The digital set-top box business is extremely competitive. We expect to continue to face competition from new market entrants, principally located in Asia, that offer low cost set-top boxes. Our digital set-top boxes are highly complex and may experience quality or supply problems. If significant numbers of television viewers are unwilling to pay for premium programming packages that utilize digital set-top boxes, we may not be able to sustain our current revenue level. Our reliance on a single supplier or a limited number of suppliers for several key components used in our digital set-top boxes could restrict production and result in higher digital set-top box costs. Our future growth depends on growing demand for HDTV. Risks Affecting Our "Satellite Services" Business We currently face competition from established competitors in the satellite service business and may face competition from others in the future. Our owned and leased satellites in orbit are subject to significant operational and environmental risks that could limit our ability to utilize these satellites. Our satellites have minimum design lives ranging from 12 to 15 years, but could fail or suffer reduced capacity before then. Our satellites under construction are subject to risks related to construction and launch that could limit our ability to utilize these satellites. Our "Satellite Services" business is subject to risks of adverse government regulation. Our business depends on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted. We may not be aware of certain foreign government regulations. Our dependence on outside contractors could result in delays related to the design, manufacture and launch of our new satellites, which could in turn adversely affect our operating results. We currently have no commercial insurance coverage on the satellites we own and could face significant impairment charges if one of our satellites fails. Risks Relating to the Spin-Off We have potential conflicts of interest with DISH Network due to our common ownership and management. Risks Relating to our Common Stock and the Securities Market We cannot assure you that there will not be deficiencies leading to material weaknesses in our internal control over financial reporting. It may be difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders, because of our capital structure. We are controlled by one principal shareholder who is our Chairman. We may face other risks described from time to time in periodic and current reports we file with the SEC.

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1415404--3/1/2010--EchoStar_CORP