1415404--3/2/2009--EchoStar

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We currently depend on DISH Network Corporation, or DISH Network, and Bell TV, formerly Bell ExpressVu, 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 services to DISH Network or Bell TV would significantly reduce our revenue and adversely impact our results of operations. Adverse developments in DISH Network s business, such as the recent termination of its distribution relationship with AT T, may adversely affect us. We currently have substantial unused satellite capacity, and our results of operations would 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 prior years do not reflect all the assets and lines of business that are reflected in our 2008 financial statements, potentially making it more difficult to compare growth and other metrics in 2008 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, in order 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 in which we may lose the entire value of our investment. 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 or the inability to attract and retain them 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 internet protocol television. 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 which could have a material adverse effect on our results of operations. The average selling price of our digital set-top boxes may decrease, 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; 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 market acceptance of HDTV. 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. 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 satellites are subject to significant operational and atmospheric risks that could limit our ability to utilize these satellites. Our satellites have minimum design lives of 12 years, but could fail or suffer reduced capacity before then. Our satellites are subject to risks related to 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 substantially on FCC licenses that can expire or be revoked or modified and applications 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. Cross officerships, directorships and stock ownership Intercompany agreements related to the Spin-off 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, President and Chief Executive Officer. We do not intend to pay dividends for the foreseeable future. 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--3/2/2009--EchoStar_CORP