##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 333-31929
 EchoStar DBS Corporation
  Colorado
    
    84-1328967(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)9601 South Meridian BoulevardEnglewood, Colorado
    
    80112(Address of principal executive offices)
    
    (Zip Code)
    o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ
  The Registrant meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this Annual report on Form 10-K with
the reduced disclosure format.
 DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PART IDisclosure regarding forward-looking statements
    
    
    iItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    2Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    
    *PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    *Item 7. Managements Narrative Analysis of Results of Operations
    
    
    22Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    40Item 8. Financial Statements and Supplementary Data
    
    
    42Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    42Item 9A. Controls and Procedures
    
    
    42Item 9B. Other Information
    
    
    42PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    *Item 11. Executive Compensation
    
    
    *Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    *Item 13. Certain Relationships and Related Transactions
    
    
    *Item 14. Principal Accountant Fees and Services
    
    
    *PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    43Signatures
    
    
    48Index to Consolidated Financial Statements
    
    
    F-1Section 302 Certification of Chairman & CEOSection 302 Certification of Executive VP & CFOSection 906 Certification of Chairman & CEOSection 906 Certification of Executive VP & CFO




---



##### Table of Contents



DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
 For further discussion see Item 1A. Risk Factors.
 
    
    we face intense and increasing competition from satellite and cable television
providers; new competitors, including telephone companies, are entering the subscription
television business, and new technologies, including video over the internet, are likely to
further increase competition;
    
    as technology changes, and in order to remain competitive, we will have to upgrade or
replace some, or all, subscriber equipment periodically. We will not be able to pass on to
our customers the entire cost of these upgrades;
    
    DISH Network subscriber growth may decrease, subscriber turnover may increase and
subscriber acquisition costs may increase;
    
    satellite programming signals have been subject to theft and will continue to be subject
to theft in the future; theft of service could increase and cause us to lose subscribers
and revenue, and result in higher costs to us;
    
    we depend on others to produce programming; programming costs may increase beyond our
current expectations; we may be unable to obtain or renew programming agreements on
acceptable terms or at all; existing programming agreements could be subject to
cancellation; foreign programming is increasingly offered on other platforms which could
cause our subscriber additions and related revenue to decline and could cause our
subscriber turnover to increase;
    
    we depend on the Telecommunications Act of 1996 as Amended (Communications Act) and
Federal Communications Commission (FCC) program access rules to secure nondiscriminatory
access to programming produced by others, neither of which assure that we have fair access
to all programming that we need to remain competitive;
    
    the regulations governing our industry may change;
    
    certain provisions of the Satellite Home Viewer Extension and Reauthorization Act of
2004, or SHVERA, may force us to stop offering local channels in certain markets or may
force us to incur additional costs to continue offering local channels in certain markets;
    
    our satellite launches may be delayed or fail, or our satellites may fail in orbit prior
to the end of their scheduled lives causing extended interruptions of some of the channels
we offer;
    
    we currently do not have commercial insurance covering losses incurred from the failure
of satellite launches and/or in-orbit satellites we own;
    
    service interruptions arising from technical anomalies on satellites or on-ground
components of our direct broadcast satellite (DBS) system, or caused by war, terrorist
activities or natural disasters, may cause customer cancellations or otherwise harm our
business;
    
    we are heavily dependent on complex information technologies; weaknesses in our
information technology systems could have an adverse impact on our business; we may have
difficulty attracting and retaining qualified personnel to maintain our information
technology infrastructure;
    
    we rely on key personnel including Charles W. Ergen, our chairman and chief executive
officer, and other executives;
    
    we may be unable to obtain needed retransmission consents, FCC authorizations or export
licenses, and we may lose our current or future authorizations;
    
    we are party to various lawsuits which, if adversely decided, could have a significant
adverse impact on our business;
 i




---



##### Table of Contents




    
    we may be unable to obtain patent licenses from holders of intellectual property or
redesign our products to avoid patent infringement;
    
    sales of digital equipment and related services to international direct-to-home service
providers may decrease;
    
    we are highly leveraged and subject to numerous constraints on our ability to raise
additional debt;
    
    we may pursue acquisitions, business combinations, strategic partnerships, divestitures
and other significant transactions that involve uncertainties;
    
    weakness in the global or U.S. economy may harm our business generally, and adverse
political or economic developments may occur in some of our markets;
    
    terrorist attacks, the possibility of war or other hostilities, natural and man-made
disasters, and changes in political and economic conditions as a result of these events may
continue to affect the U.S. and the global economy and may increase other risks;
    
    EchoStar Communications Corporation (EchoStar), our ultimate parent company,
periodically evaluates and tests its internal control over financial reporting in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act. This evaluation and
testing of internal control over financial reporting includes our operations. Although
EchoStars management concluded that its internal control over financial reporting was
effective as of December 31, 2005, if in the future EchoStar is unable to report that its
internal control over financial reporting is effective (or if EchoStars auditors do not
agree with EchoStar managements assessment of the effectiveness of, or are unable to
express an opinion on, EchoStars internal control over financial reporting), investors,
customers and business partners could lose confidence in our financial reports, which could
have a material adverse effect on our business; and
    
    we may face other risks described from time to time in periodic and current reports we
file with the Securities and Exchange Commission (SEC).
    ii




---



##### Table of Contents



PART I
 
 Item 1. BUSINESS
 Brief Description of Business
    
    
    The DISH Network  which provides a direct broadcast satellite (DBS) subscription
television service in the United States; and
    
    EchoStar Technologies Corporation(ETC)  which designs and develops DBS set-top
boxes, antennae and other digital equipment for the DISH Network. We refer to this
equipment collectively as EchoStar receiver systems. ETC also designs, develops and
distributes similar equipment for international satellite service providers.
  Recent Developments
 EchoStar X.
 $1.5 Billion Senior Notes Offering.
 9 1/8% Senior Notes Redemption.
 1




---



##### Table of Contents



WHERE YOU CAN FIND MORE INFORMATION
  WEBSITE ACCESS
 http://www.echostar.com
 
 Item 1A. RISK FACTORS
 The risks and uncertainties described below are not the only ones facing us. Additional risks and
uncertainties that we are unaware of or that we currently believe to be immaterial, also may become
important factors that affect us.
 If any of the following events occur, our business, financial condition or results of operations
could be materially and adversely affected.
 Risks Related to Our Business
 We compete with other subscription television service providers and traditional broadcasters, which
could affect our ability to grow and increase our earnings and other operating metrics.
    2




---



##### Table of Contents



3




---



##### Table of Contents



Satellite programming signals have been subject to theft, which could cause us to lose subscribers
and revenue.
  Increased subscriber turnover could harm our financial performance.
     4




---



##### Table of Contents



Increased subscriber acquisition and retention costs could adversely affect our financial
performance.
    5




---



##### Table of Contents



We have substantial debt outstanding and may incur additional debt
   
    
    making it more difficult to satisfy our obligations;
    
    increasing our vulnerability to general adverse economic conditions, including changes in interest rates;
    
    limiting our ability to obtain additional financing;
    
    requiring us to devote a substantial portion of our available cash and cash flow to make
interest and principal payments on our debt, thereby reducing the amount of available cash
for other purposes;
    
    limiting our financial and operating flexibility in responding to changing economic and
competitive conditions; and
    
    placing us at a disadvantage compared to our competitors that have less debt.
  6




---



##### Table of Contents



We may need additional capital, which may not be available, in order to continue growing, to
increase earnings and to make payments on our debt.
     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 significant regulatory oversight and changes in applicable regulatory
requirements could adversely affect our business.
 Item 1.
Business  Government Regulation  FCC Regulation under the Communication Act, Other
Communications Act Provisions
 We may be unable to manage rapidly expanding operations.
  7




---



##### Table of Contents



We cannot be certain that we will sustain profitability.
  Our satellites are subject to risks related to launch.
  We currently have no commercial insurance coverage on our
satellites
 We cannot be certain that EchoStar X will be successfully placed in commercial operation.
  Our satellites are subject to significant operational risks.
    8




---



##### Table of Contents



Our 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 our satellites.
  Complex technology used in our business could become obsolete.
  9




---



##### Table of Contents



We depend on few manufacturers, and in some cases a single manufacturer, for many components of
consumer premises equipment; we may be adversely affected by product shortages.
  We rely on key personnel.
  EchoStar is controlled by one principal stockholder.
  10




---



##### Table of Contents



We may not be aware of certain foreign government regulations.
   Our business relies on intellectual property, some of which is owned by third parties, and we may
inadvertently infringe their patents and proprietary rights.
    Our local programming strategy faces uncertainty.
  11




---



##### Table of Contents



Impediments to retransmission of distant broadcast signals; our distant programming strategy faces
uncertainty.
       12




---



##### Table of Contents



Must carry will negatively affect our ability to offer local network stations.
      TV networks oppose our strategy of delivering distant network signals.
  13




---



##### Table of Contents



Item 3. Legal Proceedings
 Distant Network Litigation
 We depend on the Cable Act for access to others programming.
   We depend on others to produce programming.
  We face increasing competition from other distributors of foreign language programming.
  We depend on independent retailers and others to solicit orders for DISH network services.
  14




---



##### Table of Contents



We cannot assure you that there will not be deficiencies leading to material weaknesses in our
internal control over financial reporting.
  
 Item 1B. UNRESOLVED STAFF COMMENTS
  15




---



##### Table of Contents



Item 2. PROPERTIES
  ApproximateSegment(s) Using
    
    
    Square
    
    
    Owned orDescription/Use/Location
    
    Property
    
    
    Footage
    
    
    LeasedCorporate headquarters, Englewood, Colorado
    
    All
    
    
    476,000
    
    
    OwnedEchoStar Technologies Corporation engineering offices andservice center, Englewood, Colorado
    
    ETC
    
    
    144,000
    
    
    OwnedEchoStar Technologies Corporation engineering offices,Englewood, Colorado
    
    ETC
    
    
    63,000
    
    
    OwnedEchoStar Data Networks engineering offices, Atlanta, Georgia
    
    ETC
    
    
    50,000
    
    
    LeasedDigital broadcast operations center, Cheyenne, Wyoming
    
    DISH Network
    
    
    143,000
    
    
    OwnedDigital broadcast operations center, Gilbert, Arizona
    
    DISH Network
    
    
    124,000
    
    
    OwnedRegional digital broadcast operations center, Monee, Illinois
    
    DISH Network
    
    
    45,000
    
    
    OwnedRegional digital broadcast operations center, New Braunsfels, Texas
    
    DISH Network
    
    
    35,000
    
    
    OwnedRegional digital broadcast operations center, Quicksberg, Virginia
    
    DISH Network
    
    
    35,000
    
    
    OwnedRegional digital broadcast operations center, Spokane, Washington
    
    DISH Network
    
    
    35,000
    
    
    OwnedRegional digital broadcast operations center, Orange, New Jersey
    
    DISH Network
    
    
    8,800
    
    
    OwnedCustomer call center and data center, Littleton, Colorado
    
    DISH Network
    
    
    202,000
    
    
    OwnedCustomer call center, warehouse and service center, El Paso, Texas
    
    DISH Network
    
    
    171,000
    
    
    OwnedCustomer call center, McKeesport, Pennsylvania
    
    DISH Network
    
    
    106,000
    
    
    LeasedCustomer call center, Christiansburg, Virginia
    
    DISH Network
    
    
    103,000
    
    
    OwnedCustomer call center and general offices, Tulsa, Oklahoma
    
    DISH Network
    
    
    79,000
    
    
    LeasedCustomer call center and general offices, Pine Brook, New Jersey
    
    DISH Network
    
    
    67,000
    
    
    LeasedCustomer call center, Thornton, Colorado
    
    DISH Network
    
    
    55,000
    
    
    OwnedCustomer call center, Harlingen, Texas
    
    DISH Network
    
    
    54,000
    
    
    OwnedCustomer call center, Bluefield, West Virginia
    
    DISH Network
    
    
    50,000
    
    
    OwnedWarehouse, distribution and service center, Atlanta, Georgia
    
    DISH Network
    
    
    144,000
    
    
    LeasedWarehouse and distribution center, Denver, Colorado
    
    DISH Network
    
    
    209,000
    
    
    LeasedWarehouse and distribution center, Sacramento, California
    
    DISH Network
    
    
    82,000
    
    
    OwnedWarehouse and distribution center, Dallas, Texas
    
    DISH Network
    
    
    80,000
    
    
    LeasedWarehouse and distribution center, Chicago, Illinois
    
    DISH Network
    
    
    48,000
    
    
    LeasedWarehouse and distribution center, Denver, Colorado
    
    DISH Network
    
    
    44,000
    
    
    OwnedWarehouse and distribution center, Baltimore, Maryland
    
    DISH Network
    
    
    37,000
    
    
    LeasedEngineering offices and warehouse, Almelo, The Netherlands
    
    All Other
    
    
    55,000
    
    
    OwnedEngineering offices, Eldon, England
    
    All Other
    
    
    43,000
    
    
    Owned
  16




---



##### Table of Contents



Item 3. LEGAL PROCEEDINGS
 Distant Network Litigation
       17




---



##### Table of Contents



Superguide
   Broadcast Innovation, L.L.C.
   18




---



##### Table of Contents



TiVo Inc.
   Acacia
    Forgent
   19




---



##### Table of Contents



California Action
  Retailer Class Actions
  Enron Commercial Paper Investment Complaint
  20




---



##### Table of Contents



Bank One
  Church Communications Network, Inc.
  Vivendi
  Shareholder Derivative Lawsuit
  Other
 
 21




---



##### Table of Contents



PART II
 
 Item 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Market Information.
 Cash
Dividend.
 
 Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
 EXECUTIVE SUMMARY
 
 Operational Results and Goals
 Increase our subscriber base and reduce churn.
   22




---



##### Table of Contents



Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS  Continued
  Control rising subscriber acquisition costs.
 Maintain or improve operating margins.
  Leverage increased satellite capacity
 New technology.
 23




---



##### Table of Contents



Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Continued
  Explanation of Key Metrics and Other Items
 Subscriber-related revenue .
      Equipment sales .
 24




---



##### Table of Contents



Item 7.
    
    MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  Other sales.
 Subscriber-related expenses .
   Satellite and transmission expenses .
 Cost of sales  equipment.
  Cost of sales  other.
 Subscriber acquisition costs .
 25




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
   SAC and Equivalent SAC.
  General and administrative expenses .
 Interest expense.
 Other income (expense).
 Earnings before interest, taxes, depreciation and amortization (EBITDA)
 DISH Network subscribers.
 26




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
   Monthly average revenue per subscriber (ARPU) .
   Subscriber churn/subscriber turnover .
 Free cash flow .
 27




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 RESULTS OF OPERATIONS
 Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004.
 For the Years EndedDecember 31,
    
    
    Variance2005
    
    
    2004
    
    
    Amount
    
    
    %(In thousands)Statements of Operations DataRevenue:Subscriber-related revenue
    
    $
    7,954,728
    
    
    $
    6,676,616
    
    
    $
    1,278,112
    
    
    
    19.1
    %Equipment sales
    
    
    374,495
    
    
    
    369,251
    
    
    
    5,244
    
    
    
    1.4
    %Other
    
    
    92,273
    
    
    
    97,161
    
    
    
    (4,888
    )
    
    
    (5.0
    %)Total revenue
    
    
    8,421,496
    
    
    
    7,143,028
    
    
    
    1,278,468
    
    
    
    17.9
    %Costs and Expenses:Subscriber-related expenses
    
    
    4,045,861
    
    
    
    3,580,880
    
    
    
    464,981
    
    
    
    13.0
    %% of Subscriber-related revenue
    
    
    50.9
    %
    
    
    53.6
    %Satellite and transmission expenses
    
    
    131,559
    
    
    
    107,587
    
    
    
    23,972
    
    
    
    22.3
    %% of Subscriber-related revenue
    
    
    1.7
    %
    
    
    1.6
    %Cost of sales  equipment
    
    
    323,999
    
    
    
    305,991
    
    
    
    18,008
    
    
    
    5.9
    %% of Equipment sales
    
    
    86.5
    %
    
    
    82.9
    %Cost of sales  other
    
    
    22,437
    
    
    
    30,302
    
    
    
    (7,865
    )
    
    
    (26.0
    %)Subscriber acquisition costs
    
    
    1,495,200
    
    
    
    1,531,843
    
    
    
    (36,643
    )
    
    
    (2.4
    %)General and administrative
    
    
    442,290
    
    
    
    381,753
    
    
    
    60,537
    
    
    
    15.9
    %% of Total revenue
    
    
    5.3
    %
    
    
    5.3
    %Depreciation and amortization
    
    
    792,380
    
    
    
    490,698
    
    
    
    301,682
    
    
    
    61.5
    %Total costs and expenses
    
    
    7,253,726
    
    
    
    6,429,054
    
    
    
    824,672
    
    
    
    12.8
    %Operating income (loss)
    
    
    1,167,770
    
    
    
    713,974
    
    
    
    453,796
    
    
    
    63.6
    %Other income (expense):Interest income
    
    
    34,641
    
    
    
    30,609
    
    
    
    4,032
    
    
    
    13.2
    %Interest expense, net of amounts capitalized
    
    
    (305,265
    )
    
    
    (433,364
    )
    
    
    128,099
    
    
    
    (29.6
    %)Gain on insurance settlement
    
    
    134,000
    
    
    
    
    
    
    
    134,000
    
    
    NMOther
    
    
    (1,807
    )
    
    
    (741
    )
    
    
    (1,066
    )
    
    NMTotal other income (expense)
    
    
    (138,431
    )
    
    
    (403,496
    )
    
    
    265,065
    
    
    
    (65.7
    %)Income (loss) before income taxes
    
    
    1,029,339
    
    
    
    310,478
    
    
    
    718,861
    
    
    NMIncome tax benefit (provision), net
    
    
    107,274
    
    
    
    (11,065
    )
    
    
    118,339
    
    
    NMNet income (loss)
    
    $
    1,136,613
    
    
    $
    299,413
    
    
    $
    837,200
    
    
    NMOther Data:DISH Network subscribers, as of period end (in millions)
    
    
    12.040
    
    
    
    10.905
    
    
    
    1.135
    
    
    
    10.4
    %DISH Network subscriber additions, gross (in millions)
    
    
    3.397
    
    
    
    3.441
    
    
    
    (0.044
    )
    
    
    (1.3
    %)DISH Network subscriber additions, net (in millions)
    
    
    1.135
    
    
    
    1.480
    
    
    
    (0.345
    )
    
    
    (23.3
    %)Monthly churn percentage
    
    
    1.65
    %
    
    
    1.62
    %
    
    
    0.03
    %
    
    
    1.9
    %Average revenue per subscriber (ARPU)
    
    $
    57.81
    
    
    $
    54.87
    
    
    $
    2.94
    
    
    
    5.4
    %Average subscriber acquisition costs per subscriber (SAC)
    
    $
    439
    
    
    $
    444
    
    
    $
    (5
    )
    
    
    (1.1
    %)Equivalent average subscriber acquisition costs per
subscriber (Equivalent SAC)
    
    $
    668
    
    
    $
    593
    
    
    $
    75
    
    
    
    12.6
    %EBITDA
    
    $
    2,092,343
    
    
    $
    1,203,931
    
    
    $
    888,412
    
    
    
    73.8
    %
 28




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 DISH Network subscribers .
      Subscriber-related revenue.
 29




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 ARPU
       30




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  Equipment sales.
 Other sales.
 Subscriber-related expenses.
  Satellite and transmission expenses .
 Cost of sales  equipment.
 31




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  Cost of sales  other.
 Subscriber acquisition costs.
 SAC and Equivalent SAC.
     32




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
    General and administrative expenses.
 Depreciation and amortization.
 Interest expense, net of amounts capitalized .
 Gain on insurance settlement.
 Earnings before interest, taxes, depreciation and amortization
 33




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  For the Years EndedDecember 31,2005
    
    
    2004(In thousands)EBITDA
    
    $
    2,092,343
    
    
    $
    1,203,931Less:Interest expense, net
    
    
    270,624
    
    
    
    402,755Income tax provision (benefit), net
    
    
    (107,274
    )
    
    
    11,065Depreciation and amortization
    
    
    792,380
    
    
    
    490,698Net income (loss)
    
    $
    1,136,613
    
    
    $
    299,413
  Income tax benefit (provision), net.
 Net income (loss).
   34




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  35




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003.
 For the Years EndedDecember 31,
    
    
    Variance2004
    
    
    2003
    
    
    Amount
    
    
    %(In thousands)Statements of Operations DataRevenue:Subscriber-related revenue
    
    $
    6,676,616
    
    
    $
    5,409,386
    
    
    $
    1,267,230
    
    
    
    23.4
    %Equipment sales
    
    
    369,251
    
    
    
    291,776
    
    
    
    77,475
    
    
    
    26.6
    %Other
    
    
    97,161
    
    
    
    30,560
    
    
    
    66,601
    
    
    NMTotal revenue
    
    
    7,143,028
    
    
    
    5,731,722
    
    
    
    1,411,306
    
    
    
    24.6
    %Costs and Expenses:Subscriber-related expenses
    
    
    3,580,880
    
    
    
    2,723,129
    
    
    
    857,751
    
    
    
    31.5
    %% of Subscriber-related revenue
    
    
    53.6
    %
    
    
    50.3
    %Satellite and transmission expenses
    
    
    107,587
    
    
    
    74,309
    
    
    
    33,278
    
    
    
    44.8
    %% of Subscriber-related revenue
    
    
    1.6
    %
    
    
    1.4
    %Cost of sales  equipment
    
    
    305,991
    
    
    
    193,886
    
    
    
    112,105
    
    
    
    57.8
    %% of Equipment sales
    
    
    82.9
    %
    
    
    66.5
    %Cost of sales  other
    
    
    30,302
    
    
    
    57
    
    
    
    30,245
    
    
    NMSubscriber acquisition costs
    
    
    1,531,843
    
    
    
    1,310,794
    
    
    
    221,049
    
    
    
    16.9
    %General and administrative
    
    
    381,753
    
    
    
    322,677
    
    
    
    59,076
    
    
    
    18.3
    %% of Total revenue
    
    
    5.3
    %
    
    
    5.6
    %Depreciation and amortization
    
    
    490,698
    
    
    
    385,098
    
    
    
    105,600
    
    
    
    27.4
    %Total costs and expenses
    
    
    6,429,054
    
    
    
    5,009,950
    
    
    
    1,419,104
    
    
    
    28.3
    %Operating income (loss)
    
    
    713,974
    
    
    
    721,772
    
    
    
    (7,798
    )
    
    
    (1.1
    %)Other income (expense):Interest income
    
    
    30,609
    
    
    
    18,838
    
    
    
    11,771
    
    
    
    62.5
    %Interest expense, net of amounts capitalized
    
    
    (433,364
    )
    
    
    (407,030
    )
    
    
    (26,334
    )
    
    
    6.5
    %Other
    
    
    (741
    )
    
    
    (466
    )
    
    
    (275
    )
    
    
    59.0
    %Total other income (expense)
    
    
    (403,496
    )
    
    
    (388,658
    )
    
    
    (14,838
    )
    
    
    3.8
    %Income (loss) before income taxes
    
    
    310,478
    
    
    
    333,114
    
    
    
    (22,636
    )
    
    
    (6.8
    %)Income tax benefit (provision), net
    
    
    (11,065
    )
    
    
    (13,533
    )
    
    
    2,468
    
    
    
    (18.2
    %)Net income (loss)
    
    $
    299,413
    
    
    $
    319,581
    
    
    $
    (20,168
    )
    
    
    (6.3
    %)Other Data:DISH Network subscribers, as of period end (in millions)
    
    
    10.905
    
    
    
    9.425
    
    
    
    1.480
    
    
    
    15.7
    %DISH Network subscriber additions, gross (in millions)
    
    
    3.441
    
    
    
    2.894
    
    
    
    0.547
    
    
    
    18.9
    %DISH Network subscriber additions, net (in millions)
    
    
    1.480
    
    
    
    1.245
    
    
    
    0.235
    
    
    
    18.9
    %Monthly churn percentage
    
    
    1.62
    %
    
    
    1.57
    %
    
    
    0.05
    %
    
    
    3.2
    %Average revenue per subscriber (ARPU)
    
    $
    54.87
    
    
    $
    51.21
    
    
    $
    3.66
    
    
    
    7.1
    %Average subscriber acquisition costs per subscriber (SAC)
    
    $
    444
    
    
    $
    453
    
    
    $
    (9
    )
    
    
    (2.0
    %)Equivalent average subscriber acquisition costs per
subscriber (Equivalent SAC)
    
    $
    593
    
    
    $
    480
    
    
    $
    113
    
    
    
    23.5
    %EBITDA
    
    $
    1,203,931
    
    
    $
    1,106,404
    
    
    $
    97,527
    
    
    
    8.8
    %
 36




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 DISH Network subscribers .
  Subscriber-related revenue.
 ARPU
 Equipment sales.
 Other sales.
 Subscriber-related expenses.
 Satellite and transmission expenses .
 37




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  Cost of sales  equipment.
 Cost of sales  other.
 Subscriber acquisition costs.
 SAC and Equivalent SAC
  38




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
 General and administrative expenses.
 Depreciation and amortization.
 Interest income.
 Interest expense, net of amounts capitalized.
 Earnings before interest, taxes, depreciation and amortization .
  For the Years EndedDecember 31,2004
    
    
    2003(In thousands)EBITDA
    
    $
    1,203,931
    
    
    $
    1,106,404Less:Interest expense, net
    
    
    402,755
    
    
    
    388,192Income tax provision (benefit), net
    
    
    11,065
    
    
    
    13,533Depreciation and amortization
    
    
    490,698
    
    
    
    385,098Net income (loss)
    
    $
    299,413
    
    
    $
    319,581
  39




---



##### Table of Contents



Item 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS  Continued
  Net income (loss).
 Seasonality
  Inflation
  
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Market Risks Associated With Financial Instruments
     40




---



##### Table of Contents



41




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
   
 Item 9B. OTHER INFORMATION
  42




---



##### Table of Contents



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    Financial Statements
 PageReport of KPMG LLP, Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at December 31, 2005 and 2004
    
    
    F-3Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended
December 31, 2005, 2004 and 2003
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended
December 31, 2003, 2004 and 2005
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 (2)
    
    Financial Statement SchedulesNone. All schedules have been included in the Consolidated Financial Statements or
Notes thereto.(3)
    
    Exhibits
 Exhibit No.
    
    Description3.1(a)*
    
    Articles of Incorporation of EDBS (incorporated by reference to Exhibit 3.4(a) to
the Companys Registration Statement on Form S-4, Registration No. 333-31929).3.1(b)*
    
    Certificate of Amendment of the Articles of Incorporation of EchoStar DBS
Corporation, dated as of August 25, 2003 (incorporated by reference to Exhibit
3.1(b) to the Annual Report on Form 10-K of EDBS for the year ended December 31,
2003, Commission File No.333-31929).3.1(c)*
    
    Bylaws of EDBS (incorporated by reference to Exhibit 3.4(b) to the Companys
Registration Statement on Form S-4, Registration No. 333-31929).4.1*
    
    Indenture, relating to the 9 1/8% Senior Notes Due 2009, dated as of December 28,
2001 between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.17 to the Annual Report on Form 10-K of
EchoStar for the year ended December 31, 2001, Commission File No. 0-26176).4.2*
    
    Registration Rights Agreement, relating to the 9 1/8% Senior Notes Due 2009,
dated as of December 28, 2001, by and among EDBS and Deutsche Banc Alex. Brown,
Inc., Credit Suisse First Boston Corporation, Lehman Brothers Inc. and UBS
Warburg L.L.C. (incorporated by reference to Exhibit 4.18 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 2001, Commission File No.
0-26176).4.3*
    
    Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).4.4*
    
    Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).
 43




---



##### Table of Contents



Exhibit No.
    
    Description4.5*
    
    Indenture, relating to EDBS Floating Senior Notes due 2008, dated as of October
2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).4.6*
    
    Registration Rights Agreement dated as of October 2, 2003 among EDBS and the
other parties named herein (incorporated by reference to Exhibit 4.4 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September 30,
2003, Commission File No.0-26176).4.7*
    
    First Supplemental Indenture, relating to the 9 1/8% Senior Notes Due 2009, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.12 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.8*
    
    First Supplemental Indenture, relating to the 5 3/4% Senior Notes Due 2008, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.13 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.9*
    
    First Supplemental Indenture, relating to the 6 3/8% Senior Notes Due 2011, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.14 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.10*
    
    First Supplemental Indenture, relating to the Floating Rate Senior Notes Due
2008, dated as of December 31, 2003 between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.15 to the Annual
Report on Form 10-K of EchoStar for the year ended December 31, 2003, Commission
File No.0-26176).10.1*
    
    Form of Satellite Launch Insurance Declarations (incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1 of Dish Ltd.,
Registration No. 33-81234).10.2*
    
    Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI
Technology, Inc. (incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 of Dish Ltd., Commission File No. 33-81234). **10.3*
    
    EchoStar 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to
the Registration Statement on Form S-1 of EchoStar, Registration No. 33-91276).**10.4*
    
    Amended and Restated EchoStar 1999 Stock Incentive Plan (incorporated by
reference to Appendix A to EchoStars Definitive Proxy Statement on Schedule 14A
dated August 24, 2005).**10.5*
    
    2002 Class B CEO Stock Option Plan (incorporated by reference to Appendix A to
EchoStars Definitive Proxy Statement on Schedule 14A dated April 9, 2002).**10.6*
    
    Agreement between HTS, ESC and ExpressVu Inc., dated January 8, 1997, as amended
(incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of
EchoStar for the year ended December 31, 1996, as amended, Commission File No.
0-26176).10.7*
    
    Agreement to Form NagraStar L.L.C., dated as of June 23, 1998, by and between
Kudelski S.A., EchoStar and ESC (incorporated by reference to Exhibit 10.28 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 1998,
Commission File No. 0-26176).
 44




---



##### Table of Contents



Exhibit No.
    
    Description10.8*
    
    License and OEM Manufacturing Agreement, dated July 1, 2002, between EchoStar
Satellite Corporation, EchoStar Technologies Corporation and Thomson multimedia,
Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of EchoStar for the quarter ended September 30, 2002, Commission File No.
0-26176).10.9*
    
    Amendment No. 19 to License and OEM Manufacturing Agreement, dated July 1, 2002,
between EchoStar Satellite Corporation, EchoStar Technologies Corporation and
Thomson multimedia, Inc. (incorporated by reference to Exhibit 10.57 to the
Annual Report on Form 10-K of EchoStar for the year ended December 31, 2002,
Commission File No.0-26176).10.10*
    
    Satellite Service Agreement, dated as of March 21, 2003, between SES Americom,
Inc., EchoStar Satellite Corporation and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of EchoStar for the quarter ended March 31, 2003, Commission File No.0-26176).10.11*
    
    Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES
Americom Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September 30,
2003, Commission File No.0-26176).10.12*
    
    Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc.
and EchoStar (incorporated by reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended September 30, 2003, Commission
File No.0-26176).10.13*
    
    Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc.
and EchoStar (incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended March 31, 2004, Commission File
No.0-26176).10.14*
    
    Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004,
Commission File No.0-26176).10.15*
    
    Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004,
Commission File No.0-26176).10.16*
    
    Whole RF Channel Service Agreement, dated February 4, 2004, between Telesat
Canada and EchoStar (incorporated by reference to Exhibit 10.4 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004, Commission
File No.0-26176).10.17*
    
    Letter Amendment to Whole RF Channel Service Agreement, dated March 25, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31,
2004, Commission File No.0-26176).10.18*
    
    Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2004,
Commission File No.0-26176).10.19*
    
    Second Amendment to Whole RF Channel Service Agreement, dated May 5, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.2 to
the Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30,
2004, Commission File No.0-26176).10.20*
    
    Third Amendment to Whole RF Channel Service Agreement, dated October 12, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.22
to the Annual Report on Form 10-K of EchoStar for the year ended December 31,
2004, Commission File No.0-26176).
 45




---



##### Table of Contents



Exhibit No.
    
    Description10.21*
    
    Amendment No. 4 to Satellite Service Agreement, dated October 21, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.23 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.22*
    
    Amendment No. 3 to Satellite Service Agreement, dated November 19, 2004 between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.24 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.23*
    
    Amendment No. 5 to Satellite Service Agreement, dated November 19, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.25 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.24*
    
    Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.26 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.25*
    
    Description of the 2005 Long-Term Incentive Plan dated January 26, 2005
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of EchoStar for the quarter ended March 31, 2005, Commission File No. 0-26176).**10.26*
    
    Description of the 2005 Cash Incentive Plan dated January 22, 2005 (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar for
the quarter ended March 31, 2005, Commission File No. 0-26176).**10.27*
    
    Settlement Agreement and Release effective February 25, 2005 between EchoStar
Satellite L.L.C., EchoStar DBS Corporation and the insurance carriers for the
EchoStar IV satellite (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended March 31, 2005, Commission
File No. 0-26176).10.28*
    
    Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2005,
Commission File No. 0-26176).10.29*
    
    Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2005,
Commission File No. 0-26176).10.30*
    
    Incentive Stock Option Agreement (Form A) (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.31*
    
    Incentive Stock Option Agreement (Form B) (incorporated by reference to Exhibit
99.2 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.32*
    
    Restricted Stock Unit Agreement (Form A) (incorporated by reference to Exhibit
99.3 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.33*
    
    Restricted Stock Unit Agreement (Form B) (incorporated by reference to Exhibit
99.4 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.34*
    
    Incentive Stock Option Agreement (1999 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.5 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**
 46




---



##### Table of Contents



Exhibit No.
    
    Description10.35*
    
    Nonqualifying Stock Option Agreement (2005 Long-Term Incentive Plan (incorporated
by reference to Exhibit 99.7 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**10.36*
    
    Restricted Stock Unit Agreement (2005 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.8 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**31.1H
    
    Section 302 Certification by Chairman and Chief Executive Officer.31.2H
    
    Section 302 Certification by Executive Vice President and Chief Financial Officer.32.1H
    
    Section 906 Certification by Chairman and Chief Executive Officer.32.2H
    
    Section 906 Certification by Executive Vice President and Chief Financial Officer.
 
 H
    
    Filed herewith.*
    
    Incorporated by reference.**
    
    Constitutes a management contract or compensatory plan or arrangement.
 47




---



##### Table of Contents



SIGNATURES
  ECHOSTAR DBS CORPORATIONBy:
    /s/ David J. RaynerDavid J. RaynerExecutive Vice President and Chief Financial Officer   Signature
    
    Title
    
    Date/s/ Charles W. Ergen
    
    Chief Executive Officer and Director
    
    March 17, 2006Charles W. Ergen
    
    (Principal
Executive Officer)/s/ David J. Rayner
    
    Executive Vice President and Chief Financial Officer
    
    March 17, 2006David J. Rayner
    
    (Principal
Financial and Accounting Officer)/s/ James DeFranco
    
    Director
    
    March 17, 2006James DeFranco/s/ David K. Moskowitz
    
    Director
    
    March 17, 2006David K. Moskowitz
 48




---



##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageConsolidated Financial Statements:Report of KPMG LLP, Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets at December 31, 2005 and 2004
    
    
    F-3Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31,
2005, 2004 and 2003
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended December 31, 2003,
2004 and 2005
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-2




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
  As of December 31,2005
    
    
    2004AssetsCurrent Assets:Cash and cash equivalents
    
    $
    582,386
    
    
    $
    511,980Marketable investment securities
    
    
    417,142
    
    
    
    214,275Trade accounts receivable, net of allowance for uncollectible accounts
of $8,799 and $8,429, respectively
    
    
    477,216
    
    
    
    472,056Advances to affiliates


172,658



31,455Inventories, net
    
    
    221,279
    
    
    
    271,514Insurance receivable (Note 3)
    
    
    
    
    
    
    106,000Current deferred tax assets (Note 6)
    
    
    416,787
    
    
    
    44,974Other current assets
    
    
    113,576
    
    
    
    101,121Total current assets
    
    
    2,401,044
    
    
    
    1,753,375Restricted cash and marketable investment securities
    
    
    3,305
    
    
    
    Property and equipment, net (Note 4)
    
    
    3,206,415
    
    
    
    2,441,017FCC authorizations
    
    
    705,246
    
    
    
    696,285Intangible assets, net (Note 2)
    
    
    226,582
    
    
    
    238,959Other noncurrent assets, net
    
    
    159,831
    
    
    
    191,395Total assets
    
    $
    6,702,423
    
    
    $
    5,321,031Liabilities and Stockholders Equity (Deficit)Current Liabilities:Trade accounts payable
    
    $
    220,141
    
    
    $
    240,738Advances from
affiliates


52,092



40,460Deferred revenue and other
    
    
    757,173
    
    
    
    757,011Accrued programming
    
    
    681,500
    
    
    
    604,934Other accrued expenses
    
    
    396,504
    
    
    
    362,015Current portion of capital lease and other long-term obligations (Note 5)
    
    
    36,380
    
    
    
    33,645Total current liabilities
    
    
    2,143,790
    
    
    
    2,038,803Long-term obligations, net of current portion:9 1/8% Senior Notes due 2009 (Note 5)
    
    
    441,964
    
    
    
    446,153Floating Rate Senior Notes due 2008
    
    
    500,000
    
    
    
    500,0005 3/4% Senior Notes due 2008
    
    
    1,000,000
    
    
    
    1,000,0006 3/8% Senior Notes due 2011
    
    
    1,000,000
    
    
    
    1,000,0006 5/8% Senior Notes due 2014
    
    
    1,000,000
    
    
    
    1,000,000Capital lease obligations, mortgages and other notes payable, net of
current portion (Note 5)
    
    
    431,223
    
    
    
    285,894Long-term deferred revenue, distribution and carriage payments and other
long-term liabilities
    
    
    440,837
    
    
    
    325,627Total long-term obligations, net of current portion
    
    
    4,814,024
    
    
    
    4,557,674Total liabilities
    
    
    6,957,814
    
    
    
    6,596,477Commitments and Contingencies (Note 9)Stockholders Equity (Deficit):Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares
issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,014,057
    
    
    
    929,002Deferred stock-based compensation
    
    
    (2,714
    )
    
    
    Accumulated other comprehensive income (loss)
    
    
    (180
    )
    
    
    (1,281
    )Accumulated earnings deficit
    
    
    (1,266,554
    )
    
    
    (2,203,167
    )Total stockholders equity (deficit)
    
    
    (255,391
    )
    
    
    (1,275,446
    )Total liabilities and stockholders equity (deficit)
    
    $
    6,702,423
    
    
    $
    5,321,031
  F-3




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Revenue:Subscriber-related revenue
    
    $
    7,954,728
    
    
    $
    6,676,616
    
    
    $
    5,409,386Equipment sales
    
    
    374,495
    
    
    
    369,251
    
    
    
    291,776Other
    
    
    92,273
    
    
    
    97,161
    
    
    
    30,560Total revenue
    
    
    8,421,496
    
    
    
    7,143,028
    
    
    
    5,731,722Costs and Expenses:Subscriber-related expenses (exclusive of depreciation shown
below  Note 4)
    
    
    4,045,861
    
    
    
    3,580,880
    
    
    
    2,723,129Satellite and transmission expenses (exclusive of depreciation
shown below  Note 4)
    
    
    131,559
    
    
    
    107,587
    
    
    
    74,309Cost of sales  equipment
    
    
    323,999
    
    
    
    305,991
    
    
    
    193,886Cost of sales  other
    
    
    22,437
    
    
    
    30,302
    
    
    
    57Subscriber acquisition costs:Cost of sales  subscriber promotion subsidies (exclusive
of depreciation shown below  Note 4)
    
    
    130,680
    
    
    
    467,587
    
    
    
    504,901Other subscriber promotion subsidies
    
    
    1,180,516
    
    
    
    925,195
    
    
    
    628,929Subscriber acquisition advertising
    
    
    184,004
    
    
    
    139,061
    
    
    
    176,964Total subscriber acquisition costs
    
    
    1,495,200
    
    
    
    1,531,843
    
    
    
    1,310,794General and administrative
    
    
    442,290
    
    
    
    381,753
    
    
    
    322,677Depreciation and amortization (Note 4)
    
    
    792,380
    
    
    
    490,698
    
    
    
    385,098Total costs and expenses
    
    
    7,253,726
    
    
    
    6,429,054
    
    
    
    5,009,950Operating income (loss)
    
    
    1,167,770
    
    
    
    713,974
    
    
    
    721,772Other income (expense):Interest income
    
    
    34,641
    
    
    
    30,609
    
    
    
    18,838Interest expense, net of amounts capitalized
    
    
    (305,265
    )
    
    
    (433,364
    )
    
    
    (407,030
    )Gain on insurance settlement (Note 3)
    
    
    134,000
    
    
    
    
    
    
    
    Other
    
    
    (1,807
    )
    
    
    (741
    )
    
    
    (466
    )Total other income (expense)
    
    
    (138,431
    )
    
    
    (403,496
    )
    
    
    (388,658
    )Income (loss) before income taxes
    
    
    1,029,339
    
    
    
    310,478
    
    
    
    333,114Income tax benefit (provision), net (Note 6)
    
    
    107,274
    
    
    
    (11,065
    )
    
    
    (13,533
    )Net income (loss)
    
    $
    1,136,613
    
    
    $
    299,413
    
    
    $
    319,581Foreign currency translation adjustment
    
    
    (155
    )
    
    
    (48
    )
    
    
    453Unrealized holding gains (losses) on available-for-sale
securities
    
    
    1,024
    
    
    
    (1,793
    )
    
    
    (590
    )Recognition of previously unrealized (gains) losses on
available-for-sale securities included in net income (loss)
    
    
    
    
    
    
    
    
    
    
    Deferred income tax (expense) benefit attributable to
unrealized
holding gains (losses) on available-for-sale securities
    
    
    232
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    1,137,714
    
    
    $
    297,572
    
    
    $
    319,444
  F-4




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
 
 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EUITY (DEFICIT)
  AccumulatedDeficit andNon-Cash,
    
    
    AccumulatedAdditional
    
    
    Stock-
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Based
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income (Loss)
    
    
    TotalBalance, December
31, 2002
    
    
    1
    
    
    $
    
    
    
    $
    843,198
    
    
    $
    (8,657
    )
    
    $
    (2,321,464
    )
    
    $
    (1,486,923
    )Capital
contribution from
ECC
    
    
    
    
    
    
    
    
    
    
    267,356
    
    
    
    
    
    
    
    
    
    
    
    267,356Capital
distribution for
EchoStar IX to EOC
    
    
    
    
    
    
    
    
    
    
    (171,624
    )
    
    
    
    
    
    
    
    
    
    
    (171,624
    )Forfeitures of
deferred non-cash,
stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    (3,933
    )
    
    
    
    
    
    
    
    
    
    
    (3,933
    )Deferred
stock-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,477
    
    
    
    
    
    
    
    7,477Reversal of
deferred tax asset
for book
stock-based
compensation
that exceeded
the related tax
deduction
    
    
    
    
    
    
    
    
    
    
    (4,061
    )
    
    
    
    
    
    
    
    
    
    
    (4,061
    )Change in
unrealized holding
gains (losses)
on
available-for-sale
securities, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (590
    )
    
    
    (590
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    453
    
    
    
    453Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    319,581
    
    
    
    319,581Balance, December
31, 2003
    
    
    1
    
    
    $
    
    
    
    $
    930,936
    
    
    $
    (1,180
    )
    
    $
    (2,002,020
    )
    
    $
    (1,072,264
    )Deferred
stock-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,180
    
    
    
    
    
    
    
    1,180Reversal of
deferred tax asset
for book
stock-based
compensation
that exceeded
the related tax
deduction
    
    
    
    
    
    
    
    
    
    
    (1,934
    )
    
    
    
    
    
    
    
    
    
    
    (1,934
    )Change in
unrealized holding
gains (losses)
on
available-for-sale
securities, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,793
    )
    
    
    (1,793
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48
    )
    
    
    (48
    )Dividend to ECC
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (500,000
    )
    
    
    (500,000
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299,413
    
    
    
    299,413Balance, December
31, 2004
    
    
    1
    
    
    $
    
    
    
    $
    929,002
    
    
    $
    
    
    
    $
    (2,204,448
    )
    
    $
    (1,275,446
    )Deferred
stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    3,016
    
    
    
    (3,016
    )
    
    
    
    
    
    
    Deferred
stock-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    
    
    
    
    302Reversal of
valuation allowance
associated with
stock
compensation
and tax
benefits
    
    
    
    
    
    
    
    
    
    
    82,039
    
    
    
    
    
    
    
    
    
    
    
    82,039Deferred income tax
(expense) benefit
attributable to
unrealized
holding gains
(losses) on
available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    232
    
    
    
    232Change in
unrealized holding
gains (losses)
on
available-for-sale
securities, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,024
    
    
    
    1,024Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (155
    )
    
    
    (155
    )Dividend to ECC
(Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200,000
    )
    
    
    (200,000
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,136,613
    
    
    
    1,136,613Balance, December
31, 2005
    
    
    1
    
    
    $
    
    
    
    $
    1,014,057
    
    
    $
    (2,714
    )
    
    $
    (1,266,734
    )
    
    $
    (255,391
    )
  F-5




---



##### Table of Contents





ECHOSTAR DBS CORPORATION





CONSOLIDATED STATEMENTS OF CASH FLOWS




For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Cash Flows From Operating Activities:Net income (loss)
    
    $
    1,136,613
    
    
    $
    299,413
    
    
    $
    319,581Adjustments to reconcile net income (loss) to net cash flows
from operating activities:Depreciation and amortization
    
    
    792,380
    
    
    
    490,698
    
    
    
    385,098Gain on insurance settlement (Note 3)
    
    
    (134,000
    )
    
    
    
    
    
    
    Non-cash, stock-based compensation recognized
    
    
    302
    
    
    
    1,180
    
    
    
    3,544Deferred tax expense (benefit) (Note 6)
    
    
    (143,247
    )
    
    
    4,790
    
    
    
    2,845Amortization of debt discount and deferred financing costs
    
    
    3,427
    
    
    
    19,411
    
    
    
    12,556Change in noncurrent assets
    
    
    21,757
    
    
    
    (114,888
    )
    
    
    (49,678
    )Change in long-term deferred revenue, distribution and
carriage payments and other long-term liabilities
    
    
    (31,298
    )
    
    
    109,522
    
    
    
    11,434Other, net
    
    
    (534
    )
    
    
    710
    
    
    
    1,918Changes in current assets and current liabilities:Trade accounts receivable, net
    
    
    (5,160
    )
    
    
    (122,774
    )
    
    
    (16,424
    )Advances to affiliates


(141,203
)


(31,455
)


Inventories
    
    
    79,652
    
    
    
    (70,768
    )
    
    
    17,675Other current assets
    
    
    (18,316
    )
    
    
    (62,795
    )
    
    
    (9,139
    )Trade accounts payable
    
    
    (20,597
    )
    
    
    69,078
    
    
    
    (74,009
    )Advances from affiliates


11,632



39,815



Deferred revenue and other
    
    
    162
    
    
    
    211,656
    
    
    
    73,368Accrued programming and other accrued expenses
    
    
    161,175
    
    
    
    177,248
    
    
    
    (1,903
    )Net cash flows from operating activities
    
    
    1,712,745
    
    
    
    1,020,841
    
    
    
    676,866Cash Flows From Investing Activities:Purchases of marketable investment securities
    
    
    (626,577
    )
    
    
    (1,524,017
    )
    
    
    (3,911,404
    )Sales and maturities of marketable investment securities
    
    
    424,734
    
    
    
    3,237,054
    
    
    
    2,258,969Purchases of property and equipment
    
    
    (1,392,708
    )
    
    
    (892,572
    )
    
    
    (229,930
    )Proceeds from insurance settlement (Note 3)
    
    
    240,000
    
    
    
    
    
    
    
    Change in cash reserved for satellite insurance
    
    
    
    
    
    
    176,843
    
    
    
    (25,471
    )Change in restricted cash and marketable investment securities
    
    
    (3,305
    )
    
    
    20
    
    
    
    (10
    )Asset acquisition
    
    
    
    
    
    
    (238,610
    )
    
    
    FCC auction deposits
    
    
    
    
    
    
    (6,100
    )
    
    
    Purchase of FCC licenses
    
    
    (8,961
    )
    
    
    
    
    
    
    Purchase of technology-based intangibles
    
    
    (25,500
    )
    
    
    
    
    
    
    Other
    
    
    (7
    )
    
    
    91
    
    
    
    453Net cash flows from investing activities
    
    
    (1,392,324
    )
    
    
    752,709
    
    
    
    (1,907,393
    )Cash Flows From Financing Activities:Proceeds from issuance of 6 5/8% Senior Notes due 2014
    
    
    
    
    
    
    1,000,000
    
    
    
    Proceeds from issuance of Floating Rate Senior Notes due 2008
    
    
    
    
    
    
    
    
    
    
    500,000Proceeds from issuance of 5 3/4% Senior Notes due 2008
    
    
    
    
    
    
    
    
    
    
    1,000,000Proceeds from issuance of 6 3/8% Senior Notes due 2011
    
    
    
    
    
    
    
    
    
    
    1,000,000Non-interest bearing advances from (to) affiliates
    
    
    
    
    
    
    (289,000
    )
    
    
    Redemption of 10 3/8% Senior Notes due 2007
    
    
    
    
    
    
    (1,000,000
    )
    
    
    Redemption of 9 1/4% Senior Notes due 2006
    
    
    
    
    
    
    
    
    
    
    (375,000
    )Repurchase and partial redemption of 9 1/8% Senior Notes due
2009, respectively (Note 5)
    
    
    (4,189
    )
    
    
    (8,847
    )
    
    
    (245,000
    )Redemption and repurchase of 9 3/8% Senior Notes due 2009,
respectively
    
    
    
    
    
    
    (1,423,351
    )
    
    
    (201,649
    )Deferred debt issuance costs
    
    
    
    
    
    
    (3,159
    )
    
    
    (12,500
    )Dividend to ECC (Note 14)
    
    
    (200,000
    )
    
    
    (500,000
    )
    
    
    Capital contribution from ECC
    
    
    
    
    
    
    
    
    
    
    267,356Repayment of capital lease obligations, mortgages and other
notes payable
    
    
    (45,826
    )
    
    
    (5,376
    )
    
    
    (2,209
    )Net cash flows from financing activities
    
    
    (250,015
    )
    
    
    (2,229,733
    )
    
    
    1,930,998Net increase (decrease) in cash and cash equivalents
    
    
    70,406
    
    
    
    (456,183
    )
    
    
    700,471Cash and cash equivalents, beginning of period
    
    
    511,980
    
    
    
    968,163
    
    
    
    267,692Cash and cash equivalents, end of period
    
    $
    582,386
    
    
    $
    511,980
    
    
    $
    968,163




F-6



---



##### Table of Contents



ECHOSTAR COMMUNICATIONS CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Business Activities
   Principal Business
  
    
    The DISH Network  which provides a direct broadcast satellite (DBS) subscription
television service in the United States; and
    
    EchoStar Technologies Corporation(ETC)  which designs and develops DBS set-top
boxes, antennae and other digital equipment for the DISH Network. We refer to this
equipment collectively as EchoStar receiver systems. ETC also designs, develops and
distributes similar equipment for international satellite service providers.
  Organization and Legal Structure
  Referred toLegal Entity
    
    Herein As
    
    ParentEchoStar Communications Corporation
    
    ECC
    
    Publicly ownedEchoStar Orbital Corporation
    
    EOC
    
    ECCEchoStar Orbital Corporation II
    
    EOC II
    
    EOCEchoStar DBS Corporation
    
    EDBS
    
    EOCEchoStar
Satellite L.L.C.
    
    ESLLC
    
    EDBSEchosphere
L.L.C.
    
    Echosphere
    
    EDBSEchoStar Technologies Corporation
    
    ETC
    
    EDBSDISH Network Service L.L.C.
    
    DNSLLC
    
    EDBS
  F-7




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Significant Risks and Uncertainties
 Substantial Leverage .
 AnnualQuarterly/Semi-Annual
    
    Debt ServicePayment Dates
    
    RequirementsFloating Rate
Senior Notes due
2008
    
    January 1, April 1, July 1 and October 1
    
    $
    38,900,0005 3/4% Senior Notes
due 2008
    
    April 1 and October 1
    
    $
    57,500,0006 3/8% Senior Notes
due
2011
    
    April 1 and October 1
    
    $
    63,750,0006 5/8% Senior Notes
due
2014
    
    April 1 and October 1
    
    $
    66,250,000
 
 *
    
    The table above does not include interest of $5.2 million on the 9 1/8% Senior Notes due 2009
which were redeemed on February 17, 2006 or the $106.9 million of interest on the 7 1/8% Senior
Notes due 2016 (see Note 15).  2. Summary of Significant Accounting Policies
 Basis of Presentation
  Principles of Consolidation
  Use of Estimates
  F-8




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Foreign Currency Translation
  Statements of Cash Flows Data
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003(In thousands)Cash paid for
interest
    
    $
    299,062
    
    
    $
    358,841
    
    
    $
    347,266Capitalized
interest
    
    
    
    
    
    
    
    
    
    
    8,428Cash received for
interest
    
    
    34,641
    
    
    
    30,609
    
    
    
    18,674Cash paid for income
taxes
    
    
    15,498
    
    
    
    2,727
    
    
    
    10,847Forfeitures of deferred
non-cash, stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    3,933Capital distribution for
EchoStar IX to
EOC
    
    
    
    
    
    
    
    
    
    
    (171,624
    )Assumption of net
operating liabilities in
asset acquisition (Note
2)
    
    
    
    
    
    
    25,685
    
    
    
    Assumption of long-term
deferred revenue (Note
2)
    
    
    
    
    
    
    52,727
    
    
    
    Satellite financed under
capital lease obligation
(Note 5)
    
    
    191,950
    
    
    
    286,605
    
    
    
    Reduction in satellite
vendor
financing
    
    
    
    
    
    
    13,712
    
    
    
    Satellite and other
vendor
financing
    
    
    1,940
    
    
    
    6,519
    
    
    
    13,097
 Cash and Cash Equivalents
  Marketable and Non-Marketable Investment Securities and Restricted Cash
  F-9




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
   As of December 31, 2005Less than Six Months
    
    
    Six to Nine Months
    
    
    Nine Months or More
    
    
    Total(In thousands)Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    Loss
    
    
    Value
    
    
    Loss
    
    
    Value
    
    
    LossGovernment bonds
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    92,341
    
    
    $
    (662
    )
    
    $
    92,342
    
    
    $
    (662
    )
 As of December 31, 2004Government bonds
    
    $
    
    
    
    $
    
    
    
    $
    117,301
    
    
    $
    (1,122
    )
    
    $
    41,369
    
    
    $
    (564
    )
    
    $
    158,670
    
    
    $
    (1,686
    )
 Government Bonds
      F-10




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Marketable Investment Securities
    
    
    Restricted CashAs of December 31,
    
    
    As of December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Government bonds
    
    $
    92,341
    
    
    $
    166,182
    
    
    $
    
    
    
    $
    Corporate notes and bonds
    
    
    324,800
    
    
    
    45,924
    
    
    
    
    
    
    
    Asset backed obligations
    
    
    1
    
    
    
    2,169
    
    
    
    
    
    
    
    Restricted cash
    
    
    
    
    
    
    
    
    
    
    3,305
    
    
    
    $
    417,142
    
    
    $
    214,275
    
    
    $
    3,305
    
    
    $
    
  Inventories
  As of December 31,2005
    
    
    2004(In thousands)Finished goods  DBS
    
    $
    140,797
    
    
    $
    159,216Raw materials
    
    
    55,034
    
    
    
    68,087Work-in-process  service repair
    
    
    23,699
    
    
    
    40,698Work-in-process
    
    
    10,934
    
    
    
    11,112Consignment
    
    
    802
    
    
    
    2,622Inventory allowance
    
    
    (9,987
    )
    
    
    (10,221
    )Inventories, net
    
    $
    221,279
    
    
    $
    271,514
 Property and Equipment
  Long-Lived Assets
  F-11




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Goodwill and Intangible Assets
  
    
    FCC spectrum is a non-depleting asset;
    
    Existing DBS licenses are integral to our business and will contribute to cash flows indefinitely;
    
    Replacement satellite applications are generally authorized by the FCC subject to
certain conditions, without substantial cost under a stable regulatory, legislative and
legal environment;
    
    Maintenance expenditures in order to obtain future cash flows are not significant;
    
    DBS licenses are not technologically dependent; and
    
    We intend to use these assets indefinitely .
   F-12




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Current assets
    
    $
    1,184Property and equipment
    
    
    3,749Intangible assets
    
    
    260,546Total assets acquired
    
    $
    265,479Current liabilities
    
    
    (26,269
    )Long-term liabilities
    
    
    (600
    )Total liabilities assumed
    
    
    (26,869
    )Net assets acquired
    
    $
    238,610
    As ofDecember 31, 2005
    
    
    December 31, 2004Intangible
    
    
    Accumulated
    
    
    Intangible
    
    
    AccumulatedAssets
    
    
    Amortization
    
    
    Assets
    
    
    Amortization(In thousands)Contract based
    
    $
    189,286
    
    
    $
    (29,667
    )
    
    $
    189,286
    
    
    $
    (13,492
    )Customer relationships
    
    
    73,298
    
    
    
    (31,818
    )
    
    
    73,298
    
    
    
    (13,493
    )Technology based
    
    
    25,500
    
    
    
    (3,377
    )
    
    
    
    
    
    
    Total
    
    $
    288,084
    
    
    $
    (64,862
    )
    
    $
    262,584
    
    
    $
    (26,985
    )
   Smart Card Replacement
  F-13




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Long-Term Deferred Revenue, Distribution and Carriage Payments
    Income Taxes
  Fair Value of Financial Instruments
  F-14




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  As of December 31, 2005
    
    
    As of December 31, 2004Book Value
    
    
    Fair Value
    
    
    Book Value
    
    
    Fair Value(In thousands)9 1/8% Senior Notes due
2009*
    
    
    441,964
    
    
    
    462,405
    
    
    
    446,153
    
    
    
    490,768Floating Rate Senior Notes due
2008
    
    
    500,000
    
    
    
    510,000
    
    
    
    500,000
    
    
    
    518,1255 3/4% Senior Notes due
2008
    
    
    1,000,000
    
    
    
    980,000
    
    
    
    1,000,000
    
    
    
    1,012,5006 3/8% Senior Notes due
2011
    
    
    1,000,000
    
    
    
    968,650
    
    
    
    1,000,000
    
    
    
    1,047,5006 5/8% Senior Notes due
2014
    
    
    1,000,000
    
    
    
    958,750
    
    
    
    1,000,000
    
    
    
    1,012,500Mortgages and other notes payable
    
    
    29,541
    
    
    
    29,541
    
    
    
    32,934
    
    
    
    32,934Subtotal
    
    
    3,971,505
    
    
    
    3,909,346
    
    
    
    3,979,087
    
    
    
    4,114,327Capital lease
obligations**
    
    
    438,062
    
    
    
    N/A
    
    
    
    286,605
    
    
    
    N/ATotal
    
    $
    4,409,567
    
    
    $
    3,909,346
    
    
    $
    4,265,692
    
    
    $
    4,114,327
 
 *
    
    Effective February 17, 2006, these notes were redeemed. See Note 15  Subsequent Events for
further discussion.**
    
    Pursuant to SFAS No. 107 Disclosures about Fair Value of Financial Instruments, disclosures
regarding fair value of capital leases is not required.  Deferred Debt Issuance Costs
  Revenue Recognition
     F-15




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Subscriber-Related Expenses
   Subscriber Promotions
  
    
    Cost of sales  subscriber promotion subsidiesincludes the cost of EchoStar receiver
systems sold to retailers and other distributors of our equipment and receiver systems sold
directly by us to subscribers.
    
    Other subscriber promotion subsidiesincludes net costs related to promotional
incentives and costs related to installation.
    
    Subscriber acquisition advertisingincludes advertising and marketing expenses related
to the acquisition of new DISH Network subscribers. Advertising costs generally are
expensed as incurred.
    F-16




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
    Research and Development Costs
  Accounting for Stock-Based Compensation
  F-17




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003(In thousands)Net income (loss), as reported
    
    $
    1,136,613
    
    
    $
    299,413
    
    
    $
    319,581Add: Stock-based employee compensation expense included
in reported net income (loss), net of related tax effect
    
    
    190
    
    
    
    1,139
    
    
    
    3,420Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax effect
    
    
    (21,013
    )
    
    
    (19,534
    )
    
    
    (24,798
    )Pro forma net income (loss)
    
    $
    1,115,790
    
    
    $
    281,018
    
    
    $
    298,203
   For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Risk-free interest rate
    
    
    4.09
    %
    
    
    3.69
    %
    
    
    3.32
    %Volatility factor
    
    
    26.12
    %
    
    
    33.23
    %
    
    
    71.08
    %Expected term of options in years
    
    
    6.4
    
    
    
    5.4
    
    
    
    6.7Weighted-average fair value of options granted
    
    $
    10.39
    
    
    $
    11.64
    
    
    $
    20.39
    F-18




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 New Accounting Pronouncements
  3. Settlement of EchoStar IV Arbitration
  4. Property and Equipment
  DepreciableLife
    
    As of December 31,(In Years)
    
    2005
    
    
    2004(In thousands)EchoStar I
    
    12
    
    $
    201,607
    
    
    $
    201,607EchoStar II
    
    12
    
    
    228,694
    
    
    
    228,694EchoStar III
    
    12
    
    
    234,083
    
    
    
    234,083EchoStar IV  fully depreciated
    
    4
    
    
    78,511
    
    
    
    78,511EchoStar V
    
    9
    
    
    210,446
    
    
    
    210,446EchoStar VI
    
    12
    
    
    246,022
    
    
    
    246,022EchoStar VII
    
    12
    
    
    177,000
    
    
    
    177,000EchoStar VIII
    
    12
    
    
    175,801
    
    
    
    175,801EchoStar IX
    
    12
    
    
    127,376
    
    
    
    127,376EchoStar XII
    
    10
    
    
    190,051
    
    
    
    Satellites acquired under capital leases (Note 5)
    
    10
    
    
    551,628
    
    
    
    330,800Furniture, fixtures and equipment
    
    2-10
    
    
    699,625
    
    
    
    651,383Buildings and improvements
    
    5-40
    
    
    97,657
    
    
    
    94,073Equipment leased to customers
    
    2-4
    
    
    1,781,373
    
    
    
    1,045,949Tooling and other
    
    1-5
    
    
    14,412
    
    
    
    12,253Land
    
    
    
    
    7,518
    
    
    
    6,592Vehicles
    
    5-7
    
    
    19,483
    
    
    
    3,368Construction in progress
    
    
    
    
    270,125
    
    
    
    163,401Total property and equipment
    
    
    
    
    5,311,412
    
    
    
    3,987,359Accumulated depreciation
    
    
    
    
    (2,104,997
    )
    
    
    (1,546,342
    )Property and equipment, net
    
    
    
    $
    3,206,415
    
    
    $
    2,441,017
 F-19




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  As of December 31,2005
    
    
    2004(In thousands)Progress amounts for satellite construction, including certain amounts
prepaid under satellite service agreements, launch, and launch insurance
    
    $
    70,400
    
    
    $
    93,020Regional digital broadcast operations centers
    
    
    91,966
    
    
    
    1,476Software related projects
    
    
    47,028
    
    
    
    36,848Other
    
    
    60,731
    
    
    
    32,057Construction in progress
    
    $
    270,125
    
    
    $
    163,401
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003(In thousands)Equipment leased to customers
    
    $
    429,906
    
    
    $
    210,432
    
    
    $
    138,637Satellites
    
    
    197,495
    
    
    
    134,619
    
    
    
    145,232Furniture, fixtures and equipment
    
    
    116,465
    
    
    
    108,025
    
    
    
    91,396Identifiable intangible assets subject to amortization
    
    
    37,877
    
    
    
    25,679
    
    
    
    10Buildings and improvements
    
    
    3,554
    
    
    
    3,008
    
    
    
    2,969Tooling and other
    
    
    7,083
    
    
    
    8,935
    
    
    
    6,854Total depreciation and amortization
    
    $
    792,380
    
    
    $
    490,698
    
    
    $
    385,098
  Our Satellites
  EchoStar I and II.
 EchoStar III.
 F-20




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  EchoStar IV.
 EchoStar V.
 EchoStar VI.
 F-21




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 EchoStar VII.
 EchoStar VIII.
 EchoStar IX.
 EchoStar X.
 EchoStar XII.
   F-22




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  5. Long-Term Debt
 9 1/8% Senior Notes due 2009
   Floating Rate Senior Notes due 2008
    
    
    general unsecured senior obligations of EDBS;
    
    ranked equally in right of payment with all of EDBS and the guarantors existing
and future unsecured senior debt;
    
    ranked effectively junior to our and the guarantors current and future secured
senior indebtedness up to the value of the collateral securing such indebtedness.
  
    
    incur additional indebtedness or enter into sale and leaseback transactions;
    
    pay dividends or make distribution on EDBS capital stock or repurchase EDBS capital stock;
    
    make certain investments;
    
    create liens;
    
    enter into transactions with affiliates;
    
    merge or consolidate with another company; and
    
    transfer and sell assets.
  F-23




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 5 3/4% Senior Notes due 2008
    
    
    general unsecured senior obligations of EDBS;
    
    ranked equally in right of payment with all of EDBS and the guarantors existing
and future unsecured senior debt;
    
    ranked effectively junior to our and the guarantors current and future secured
senior indebtedness up to the value of the collateral securing such indebtedness.
  
    
    incur additional indebtedness or enter into sale and leaseback transactions;
    
    pay dividends or make distribution on EDBS capital stock or repurchase EDBS capital stock;
    
    make certain investments;
    
    create liens;
    
    enter into transactions with affiliates;
    
    merge or consolidate with another company; and
    
    transfer and sell assets.
  6 3/8% Senior Notes due 2011
    
    
    general unsecured senior obligations of EDBS;
    
    ranked equally in right of payment with all of EDBS and the guarantors existing
and future unsecured senior debt;
    
    ranked effectively junior to our and the guarantors current and future secured
senior indebtedness up to the value of the collateral securing such indebtedness.
 F-24




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  
    
    incur additional indebtedness or enter into sale and leaseback transactions;
    
    pay dividends or make distribution on EDBS capital stock or repurchase EDBS capital stock;
    
    make certain investments;
    
    create liens;
    
    enter into transactions with affiliates;
    
    merge or consolidate with another company; and
    
    transfer and sell assets.
  6 5/8% Senior Notes due 2014
    
    
    general unsecured senior obligations of EDBS;
    
    ranked equally in right of payment with all of EDBS and the guarantors existing
and future unsecured senior debt;
    
    ranked effectively junior to our and the guarantors current and future secured
senior indebtedness up to the value of the collateral securing such indebtedness.
  
    
    incur additional indebtedness or enter into sale and leaseback transactions;
    
    pay dividends or make distribution on EDBS capital stock or repurchase EDBS capital stock;
    
    make certain investments;
    
    create liens;
    
    enter into transactions with affiliates;
    
    merge or consolidate with another company; and
    
    transfer and sell assets.
  F-25




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Capital Lease Obligations, Mortgages and Other Notes Payable
  As of December 31,2005
    
    
    2004(In thousands)Satellites financed under capital lease obligations
    
    $
    438,062
    
    
    $
    286,6058% note payable for EchoStar VII satellite vendor financing, payable over
13 years from launch
    
    
    12,735
    
    
    
    13,5498% note payable for EchoStar IX satellite vendor financing, payable over 14
years from launch
    
    
    9,141
    
    
    
    9,587Mortgages and other unsecured notes payable due in installments through 2017
with interest rates ranging from approximately 2% to 13%
    
    
    7,665
    
    
    
    9,798Total
    
    
    467,603
    
    
    
    319,539Less current portion
    
    
    (36,380
    )
    
    
    (33,645
    )Capital lease obligations, mortgages and other notes payable, net of
current portion
    
    $
    431,223
    
    
    $
    285,894
 Capital Lease Obligations
    F-26




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  For the Year Ending December 31,2006
    
    $
    86,3512007
    
    
    86,3512008
    
    
    86,3512009
    
    
    86,3512010
    
    
    86,351Thereafter
    
    
    347,919Total minimum lease payments
    
    
    779,674Less: Amount representing lease of the orbital location and estimated executory costs (primarily
insurance and maintenance) including profit thereon, included in total minimum lease payments
    
    
    (140,999
    )Net minimum lease payments
    
    
    638,675Less: Amount representing interest
    
    
    (200,613
    )Present value of net minimum lease payments
    
    
    438,062Less: Current portion
    
    
    (31,094
    )Long-term portion of capital lease obligations
    
    $
    406,968
  Payments due by periodTotal
    
    
    2006
    
    
    2007-2008
    
    
    2009-2010
    
    
    Thereafter(In thousands)Long-term
debt
    
    $
    3,941,964
    
    
    $
    441,964
    
    
    $
    1,500,000
    
    
    $
    
    
    
    $
    2,000,000Capital lease obligations, mortgages
and other notes payable
    
    
    467,602
    
    
    
    36,380
    
    
    
    78,713
    
    
    
    93,202
    
    
    
    259,307Total
    
    $
    4,409,566
    
    
    $
    478,344
    
    
    $
    1,578,713
    
    
    $
    93,202
    
    
    $
    2,259,307
 Interest on Long-Term Debt
  Payments due by periodTotal
    
    
    2006
    
    
    2007-2008
    
    
    2009-2010
    
    
    Thereafter(In thousands)Long-term
debt
    
    $
    1,273,103
    
    
    $
    231,553
    
    
    $
    452,800
    
    
    $
    260,000
    
    
    $
    328,750Capital lease obligations, mortgages
and other notes payable
    
    
    212,023
    
    
    
    38,869
    
    
    
    68,343
    
    
    
    53,848
    
    
    
    50,963Total
    
    $
    1,485,126
    
    
    $
    270,422
    
    
    $
    521,143
    
    
    $
    313,848
    
    
    $
    379,713
  Guarantees
  F-27




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 6. Income Taxes
       F-28




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003(In thousands)Current (provision) benefit:Federal
    
    $
    (18,908
    )
    
    $
    (1,307
    )
    
    $
    State
    
    
    (15,364
    )
    
    
    (6,421
    )
    
    
    (12,175
    )Foreign
    
    
    (1,701
    )
    
    
    (383
    )
    
    
    (482
    )(35,973
    )
    
    
    (8,111
    )
    
    
    (12,657
    )Deferred (provision) benefit:Federal
    
    
    (319,304
    )
    
    
    (103,001
    )
    
    
    (114,632
    )State
    
    
    (9,754
    )
    
    
    (6,719
    )
    
    
    (7,756
    )Decrease (increase) in valuation allowance
    
    
    472,305
    
    
    
    106,766
    
    
    
    121,512143,247
    
    
    
    (2,954
    )
    
    
    (876
    )Total benefit (provision)
    
    $
    107,274
    
    
    $
    (11,065
    )
    
    $
    (13,533
    )
  For the Years Ended December 31,2005
    
    
    2004
    
    
    2003% of pre-tax (income)/lossStatutory rate
    
    
    (35.0
    )
    
    
    (35.0
    )
    
    
    (35.0
    )State income taxes, net of Federal benefit
    
    
    (1.6
    )
    
    
    (2.8
    )
    
    
    (3.8
    )Foreign taxes and income not U. S. taxable
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    0.6Stock option compensation
    
    
    (0.4
    )
    
    
    (0.5
    )
    
    
    (2.4
    )Deferred tax asset adjustment for filed returns
    
    
    1.9
    
    
    
    0.6
    
    
    
    Intangible amortization and other
    
    
    (0.3
    )
    
    
    (0.1
    )
    
    
    0.1Decrease (increase) in valuation allowance
    
    
    45.9
    
    
    
    34.4
    
    
    
    36.4Total benefit (provision) for income taxes
    
    
    10.4
    
    
    
    (3.6
    )
    
    
    (4.1
    )
 F-29




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  As of December 31,2005
    
    
    2004(In thousands)Deferred tax assets:NOL, credit and other carryforwards
    
    $
    593,028
    
    
    $
    858,571Unrealized losses on investments
    
    
    2,074
    
    
    
    2,361Accrued expenses
    
    
    6,022
    
    
    
    19,711Stock compensation
    
    
    2,249
    
    
    
    16,001Deferred revenue
    
    
    51,481
    
    
    
    68,896Other
    
    
    23,360
    
    
    
    9,664Total deferred tax assets
    
    
    678,214
    
    
    
    975,204Valuation allowance
    
    
    (11,358
    )
    
    
    (577,548
    )Deferred tax asset after valuation allowance
    
    
    666,856
    
    
    
    397,656Deferred tax liabilities:Equity method investments
    
    
    (19,566
    )
    
    
    (18,455
    )Depreciation and amortization
    
    
    (422,140
    )
    
    
    (386,694
    )State taxes net of federal tax effect
    
    
    (25,026
    )
    
    
    (16,381
    )Total deferred tax liabilities
    
    
    (466,732
    )
    
    
    (421,530
    )Net deferred tax asset (liability)
    
    $
    200,124
    
    
    $
    (23,874
    )Current portion of net deferred tax asset (liability)
    
    $
    416,787
    
    
    $
    44,974Noncurrent portion of net deferred tax asset (liability)
    
    
    (216,663
    )
    
    
    (68,848
    )Total net deferred tax asset (liability)
    
    $
    200,124
    
    
    $
    (23,874
    )
 7. Stock Compensation Plans
 Stock Incentive Plans
    F-30




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
   2005
    
    
    2004
    
    
    2003Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOptions outstanding, beginning of year
    
    
    17,134,684
    
    
    $
    20.82
    
    
    
    17,225,688
    
    
    $
    16.31
    
    
    
    20,297,369
    
    
    $
    13.75Granted
    
    
    10,121,250
    
    
    
    29.20
    
    
    
    4,190,000
    
    
    
    31.64
    
    
    
    1,329,000
    
    
    
    29.95Exercised
    
    
    (905,228
    )
    
    
    30.08
    
    
    
    (2,142,450
    )
    
    
    6.62
    
    
    
    (2,966,987
    )
    
    
    5.71Forfeited and cancelled
    
    
    (2,045,755
    )
    
    
    25.82
    
    
    
    (2,138,554
    )
    
    
    19.87
    
    
    
    (1,433,694
    )
    
    
    14.68Options outstanding, end of year
    
    
    24,304,951
    
    
    
    24.36
    
    
    
    17,134,684
    
    
    
    20.82
    
    
    
    17,225,688
    
    
    
    16.31Exercisable at end of year
    
    
    6,409,601
    
    
    
    29.27
    
    
    
    5,334,284
    
    
    
    25.33
    
    
    
    5,333,838
    
    
    
    18.79
  Options Outstanding
    
    
    Options ExercisableNumber
    
    
    Weighted-Outstanding
    
    
    Average
    
    
    Weighted-
    
    
    Number
    
    
    Weighted-as of
    
    
    Remaining
    
    
    Average
    
    
    Exercisable as
    
    
    AverageDecember 31,
    
    
    Contractual
    
    
    Exercise
    
    
    of December
    
    
    Exercise2005*
    
    
    Life
    
    
    Price
    
    
    31, 2005
    
    
    Price$
    2.12500
    
    
    
    
    
    
    $
    3.00000
    
    
    
    280,943
    
    
    
    1.24
    
    
    $
    2.31
    
    
    
    280,943
    
    
    $
    2.31$
    5.48625
    
    
    
    
    
    
    $
    6.00000
    
    
    
    6,128,335
    
    
    
    3.02
    
    
    
    6.00
    
    
    
    944,335
    
    
    
    6.00$
    10.20315
    
    
    
    
    
    
    $
    19.17975
    
    
    
    1,427,323
    
    
    
    3.49
    
    
    
    14.18
    
    
    
    617,323
    
    
    
    12.53$
    22.70325
    
    
    
    
    
    
    $
    28.88000
    
    
    
    2,894,500
    
    
    
    8.68
    
    
    
    27.53
    
    
    
    1,644,500
    
    
    
    27.37$
    29.25000
    
    
    
    
    
    
    $
    39.50000
    
    
    
    12,379,850
    
    
    
    8.87
    
    
    
    30.64
    
    
    
    1,860,500
    
    
    
    33.45$
    48.75000
    
    
    
    
    
    
    $
    52.75000
    
    
    
    138,000
    
    
    
    3.79
    
    
    
    50.55
    
    
    
    86,000
    
    
    
    50.15$
    60.12500
    
    
    
    
    
    
    $
    79.00000
    
    
    
    1,056,000
    
    
    
    4.34
    
    
    
    64.70
    
    
    
    976,000
    
    
    
    63.53$
    2.12500
    
    
    
    
    
    
    $
    79.00000
    
    
    
    24,304,951
    
    
    
    6.75
    
    
    
    24.36
    
    
    
    6,409,601
    
    
    
    29.27
 
 *
    
    These amounts include approximately 6.2 million shares and 4.8 million shares outstanding
pursuant to the 1999 LTIP and 2005 LTIP, respectively. F-31




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 8. Employee Benefit Plans
 Employee Stock Purchase Plan
  401(k) Employee Savings Plan
   F-32




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 9. Commitments and Contingencies
 Commitments
  Payments due by periodTotal
    
    
    2006
    
    
    2007-2008
    
    
    2009-2010
    
    
    Thereafter(In thousands)Satellite-related obligations
    
    $
    1,819,054
    
    
    $
    135,138
    
    
    $
    307,370
    
    
    $
    258,560
    
    
    $
    1,117,986Operating lease obligations
    
    
    80,034
    
    
    
    27,818
    
    
    
    39,601
    
    
    
    10,503
    
    
    
    2,112Purchase obligations
    
    
    820,579
    
    
    
    649,908
    
    
    
    94,890
    
    
    
    75,781
    
    
    
    Total
    
    $
    2,719,667
    
    
    $
    812,864
    
    
    $
    441,861
    
    
    $
    344,844
    
    
    $
    1,120,098
 Satellite-Related Obligations
 Satellites under Construction.
   Satellites
under Lease.
 Capital Lease Obligations
    F-33




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Purchase Obligations
  Programming Contracts
  Rent Expense
  Patents and Intellectual Property
  Contingencies
 Distant Network Litigation
    F-34




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
       F-35




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Superguide
   Broadcast Innovation, L.L.C.
   TiVo Inc.
  F-36




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Acacia
    Forgent
   California Action
  Retailer Class Actions
  F-37




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
  Enron Commercial Paper Investment Complaint
  Bank One
  Church Communications Network, Inc.
  F-38




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Vivendi
  Shareholder Derivative Lawsuit
  Other
  Reauthorization of Satellite Home Viewer Improvement Act
   F-39




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 10. Financial Information for Subsidiary Guarantors
  11. Segment Reporting
 Financial Data by Business Unit
  EchoStar
    
    
    
    
    
    
    
    
    
    ECC
    
    Other
    
    EDBSDISH
    
    Technologies
    
    All
    
    
    
    
    
    Consolidated
    
    EchoStar
    
    AndNetwork
    
    Corporation
    
    Other
    
    Eliminations
    
    Total
    
    Activities (1)
    
    SubsidiariesYear Ended December 31, 2003Total revenue
    
    $
    5,518,183
    
    
    $
    131,684
    
    
    $
    97,983
    
    
    $
    (8,554
    )
    
    $
    5,739,296
    
    
    $
    (7,574
    )
    
    $
    5,731,722Depreciation and amortization
    
    
    347,331
    
    
    
    6,717
    
    
    
    44,158
    
    
    
    
    
    
    
    398,206
    
    
    
    (13,108
    )
    
    
    385,098Total costs and expenses
    
    
    4,852,543
    
    
    
    115,012
    
    
    
    72,747
    
    
    
    (8,554
    )
    
    
    5,031,748
    
    
    
    (21,798
    )
    
    
    5,009,950Interest income
    
    
    64,750
    
    
    
    
    
    
    
    308
    
    
    
    
    
    
    
    65,058
    
    
    
    (46,220
    )
    
    
    18,838Interest expense, net of amounts capitalized
    
    
    (551,768
    )
    
    
    (161
    )
    
    
    (561
    )
    
    
    
    
    
    
    (552,490
    )
    
    
    145,460
    
    
    
    (407,030
    )Income tax benefit (provision), net
    
    
    (12,604
    )
    
    
    (1,085
    )
    
    
    (687
    )
    
    
    
    
    
    
    (14,376
    )
    
    
    843
    
    
    
    (13,533
    )Net income (loss)
    
    
    182,809
    
    
    
    15,445
    
    
    
    26,252
    
    
    
    
    
    
    
    224,506
    
    
    
    95,075
    
    
    
    319,581Year Ended December 31, 2004Total revenue
    
    $
    6,926,528
    
    
    $
    125,881
    
    
    $
    107,675
    
    
    $
    (8,868
    )
    
    $
    7,151,216
    
    
    $
    (8,188
    )
    
    $
    7,143,028Depreciation and amortization
    
    
    446,822
    
    
    
    6,718
    
    
    
    49,361
    
    
    
    
    
    
    
    502,901
    
    
    
    (12,203
    )
    
    
    490,698Total costs and expenses
    
    
    6,222,175
    
    
    
    154,147
    
    
    
    80,457
    
    
    
    (8,868
    )
    
    
    6,447,911
    
    
    
    (18,857
    )
    
    
    6,429,054Interest income
    
    
    41,717
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    42,287
    
    
    
    (11,678
    )
    
    
    30,609Interest expense, net of amounts capitalized
    
    
    (504,612
    )
    
    
    (133
    )
    
    
    (987
    )
    
    
    
    
    
    
    (505,732
    )
    
    
    72,368
    
    
    
    (433,364
    )Income tax benefit (provision), net
    
    
    (11,464
    )
    
    
    (385
    )
    
    
    240
    
    
    
    
    
    
    
    (11,609
    )
    
    
    544
    
    
    
    (11,065
    )Net income(loss)
    
    
    215,582
    
    
    
    (28,767
    )
    
    
    27,954
    
    
    
    
    
    
    
    214,769
    
    
    
    84,644
    
    
    
    299,413Year Ended December 31, 2005Total revenue
    
    $
    8,150,841
    
    
    $
    174,194
    
    
    $
    113,977
    
    
    $
    (13,511
    )
    
    $
    8,425,501
    
    
    $
    (4,005
    )
    
    $
    8,421,496Depreciation and amortization
    
    
    736,943
    
    
    
    4,597
    
    
    
    56,352
    
    
    
    
    
    
    
    797,892
    
    
    
    (5,512
    )
    
    
    792,380Total costs and expenses
    
    
    7,016,590
    
    
    
    190,478
    
    
    
    64,696
    
    
    
    (13,511
    )
    
    
    7,258,253
    
    
    
    (4,527
    )
    
    
    7,253,726Interest income
    
    
    42,316
    
    
    
    
    
    
    
    1,202
    
    
    
    
    
    
    
    43,518
    
    
    
    (8,877
    )
    
    
    34,641Interest expense, net of amounts capitalized
    
    
    (372,752
    )
    
    
    (105
    )
    
    
    (987
    )
    
    
    
    
    
    
    (373,844
    )
    
    
    68,579
    
    
    
    (305,265
    )Income tax benefit (provision), net
    
    
    514,048
    
    
    
    (2,712
    )
    
    
    (3,887
    )
    
    
    
    
    
    
    507,449
    
    
    
    (400,175
    )
    
    
    107,274Net income(loss)
    
    
    1,488,180
    
    
    
    (19,097
    )
    
    
    45,457
    
    
    
    
    
    
    
    1,514,540
    
    
    
    (377,927
    )
    
    
    1,136,613
 
 (1)
    
    Other EchoStar Activities represents the activity of affiliates consolidated in ECCs
consolidated financial statements but not included in our consolidated financial statements. F-40




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 Geographic Information and Transactions with Major Customers
 United States
    
    
    Europe
    
    
    Total(In thousands)Long-lived assets, including FCC authorizations2004
    
    $
    3,373,389
    
    
    $
    2,872
    
    
    $
    3,376,2612005
    
    $
    4,135,383
    
    
    $
    2,860
    
    
    $
    4,138,243Revenue2003
    
    $
    5,679,619
    
    
    $
    52,103
    
    
    $
    5,731,7222004
    
    $
    7,096,480
    
    
    $
    46,548
    
    
    $
    7,143,0282005
    
    $
    8,379,600
    
    
    $
    41,896
    
    
    $
    8,421,496
   12. Valuation and Qualifying Accounts
  Balance at
    
    Charged toBeginning of
    
    Costs and
    
    
    
    
    
    Balance atYear
    
    Expenses
    
    Deductions
    
    End of Year(In thousands)Year ended December 31, 2003:Assets:Allowance for doubtful accounts
    
    $
    9,276
    
    
    $
    61,303
    
    
    $
    (62,427
    )
    
    $
    8,152Reserve for inventory
    
    
    9,641
    
    
    
    1,584
    
    
    
    (4,461
    )
    
    
    6,764Year ended December 31, 2004:Assets:Allowance for doubtful accounts
    
    $
    8,152
    
    
    $
    65,710
    
    
    $
    (65,433
    )
    
    $
    8,429Reserve for inventory
    
    
    6,764
    
    
    
    8,266
    
    
    $
    (4,809
    )
    
    
    10,221Year ended December 31, 2005:Assets:Allowance for doubtful accounts
    
    $
    8,429
    
    
    $
    57,340
    
    
    $
    (56,970
    )
    
    $
    8,799Reserve for inventory
    
    
    10,221
    
    
    
    3,917
    
    
    
    (4,151
    )
    
    
    9,987
 F-41




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 13. Quarterly Financial Data (Unaudited)
  March 31
    
    June 30
    
    September 30
    
    December 31(In thousands, except per share data)(Unaudited)Year ended December 31, 2004:Total revenue
    
    $
    1,577,533
    
    
    $
    1,776,042
    
    
    $
    1,860,355
    
    
    $
    1,929,098Operating income
    
    
    125,583
    
    
    
    186,628
    
    
    
    197,805
    
    
    
    203,958Net income (loss)
    
    
    (24,983
    )
    
    
    111,558
    
    
    
    123,569
    
    
    
    89,269Year ended December 31, 2005:Total revenue
    
    $
    2,023,676
    
    
    $
    2,094,347
    
    
    $
    2,127,207
    
    
    $
    2,176,266Operating income
    
    
    291,712
    
    
    
    333,959
    
    
    
    291,584
    
    
    
    250,515Net income (loss)
    
    
    325,669
    
    
    
    427,245
    
    
    
    229,918
    
    
    
    153,781
 14. Related Party Transactions
      F-42




---



##### Table of Contents



ECHOSTAR DBS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
 15. Subsequent Events
 $1.5 Billion Senior Notes Offering
  9 1/8% Senior Notes Redemption
  F-43




---



##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Description3.1(a)*
    
    Articles of Incorporation of EDBS (incorporated by reference to Exhibit 3.4(a) to
the Companys Registration Statement on Form S-4, Registration No. 333-31929).3.1(b)*
    
    Certificate of Amendment of the Articles of Incorporation of EchoStar DBS
Corporation, dated as of August 25, 2003 (incorporated by reference to Exhibit
3.1(b) to the Annual Report on Form 10-K of EDBS for the year ended December 31,
2003, Commission File No.333-31929).3.1(c)*
    
    Bylaws of EDBS (incorporated by reference to Exhibit 3.4(b) to the Companys
Registration Statement on Form S-4, Registration No. 333-31929).4.1*
    
    Indenture, relating to the 9 1/8% Senior Notes Due 2009, dated as of December 28,
2001 between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.17 to the Annual Report on Form 10-K of
EchoStar for the year ended December 31, 2001, Commission File No. 0-26176).4.2*
    
    Registration Rights Agreement, relating to the 9 1/8% Senior Notes Due 2009,
dated as of December 28, 2001, by and among EDBS and Deutsche Banc Alex. Brown,
Inc., Credit Suisse First Boston Corporation, Lehman Brothers Inc. and UBS
Warburg L.L.C. (incorporated by reference to Exhibit 4.18 to the Annual Report on
Form 10-K of EchoStar for the year ended December 31, 2001, Commission File No.
0-26176).4.3*
    
    Indenture, relating to EDBS 5 3/4% Senior Notes due 2008, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).4.4*
    
    Indenture, relating to EDBS 6 3/8% Senior Notes due 2011, dated as of October 2,
2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).




---



##### Table of Contents



Exhibit No.
    
    Description4.5*
    
    Indenture, relating to EDBS Floating Senior Notes due 2008, dated as of October
2, 2003, between EDBS and U.S. Bank Trust National Association, as Trustee
(incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q of
EchoStar for the quarter ended September 30, 2003, Commission File No.0-26176).4.6*
    
    Registration Rights Agreement dated as of October 2, 2003 among EDBS and the
other parties named herein (incorporated by reference to Exhibit 4.4 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September 30,
2003, Commission File No.0-26176).4.7*
    
    First Supplemental Indenture, relating to the 9 1/8% Senior Notes Due 2009, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.12 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.8*
    
    First Supplemental Indenture, relating to the 5 3/4% Senior Notes Due 2008, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.13 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.9*
    
    First Supplemental Indenture, relating to the 6 3/8% Senior Notes Due 2011, dated
as of December 31, 2003 between EDBS and U.S. Bank Trust National Association, as
Trustee (incorporated by reference to Exhibit 4.14 to the Annual Report on Form
10-K of EchoStar for the year ended December 31, 2003, Commission File
No.0-26176).4.10*
    
    First Supplemental Indenture, relating to the Floating Rate Senior Notes Due
2008, dated as of December 31, 2003 between EDBS and U.S. Bank Trust National
Association, as Trustee (incorporated by reference to Exhibit 4.15 to the Annual
Report on Form 10-K of EchoStar for the year ended December 31, 2003, Commission
File No.0-26176).10.1*
    
    Form of Satellite Launch Insurance Declarations (incorporated by reference to
Exhibit 10.10 to the Registration Statement on Form S-1 of Dish Ltd.,
Registration No. 33-81234).10.2*
    
    Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI
Technology, Inc. (incorporated by reference to Exhibit 10.12 to the Registration
Statement on Form S-1 of Dish Ltd., Commission File No. 33-81234). **10.3*
    
    EchoStar 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to
the Registration Statement on Form S-1 of EchoStar, Registration No. 33-91276).**10.4*
    
    Amended and Restated EchoStar 1999 Stock Incentive Plan (incorporated by
reference to Appendix A to EchoStars Definitive Proxy Statement on Schedule 14A
dated August 24, 2005).**10.5*
    
    2002 Class B CEO Stock Option Plan (incorporated by reference to Appendix A to
EchoStars Definitive Proxy Statement on Schedule 14A dated April 9, 2002).**10.6*
    
    Agreement between HTS, ESC and ExpressVu Inc., dated January 8, 1997, as amended
(incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K of
EchoStar for the year ended December 31, 1996, as amended, Commission File No.
0-26176).10.7*
    
    Agreement to Form NagraStar L.L.C., dated as of June 23, 1998, by and between
Kudelski S.A., EchoStar and ESC (incorporated by reference to Exhibit 10.28 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 1998,
Commission File No. 0-26176).




---



##### Table of Contents



Exhibit No.
    
    Description10.8*
    
    License and OEM Manufacturing Agreement, dated July 1, 2002, between EchoStar
Satellite Corporation, EchoStar Technologies Corporation and Thomson multimedia,
Inc. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q of EchoStar for the quarter ended September 30, 2002, Commission File No.
0-26176).10.9*
    
    Amendment No. 19 to License and OEM Manufacturing Agreement, dated July 1, 2002,
between EchoStar Satellite Corporation, EchoStar Technologies Corporation and
Thomson multimedia, Inc. (incorporated by reference to Exhibit 10.57 to the
Annual Report on Form 10-K of EchoStar for the year ended December 31, 2002,
Commission File No.0-26176).10.10*
    
    Satellite Service Agreement, dated as of March 21, 2003, between SES Americom,
Inc., EchoStar Satellite Corporation and EchoStar Communications Corporation
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of EchoStar for the quarter ended March 31, 2003, Commission File No.0-26176).10.11*
    
    Amendment No. 1 to Satellite Service Agreement dated March 31, 2003 between SES
Americom Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended September 30,
2003, Commission File No.0-26176).10.12*
    
    Satellite Service Agreement dated as of August 13, 2003 between SES Americom Inc.
and EchoStar (incorporated by reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended September 30, 2003, Commission
File No.0-26176).10.13*
    
    Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc.
and EchoStar (incorporated by reference to Exhibit 10.1 to the Quarterly Report
on Form 10-Q of EchoStar for the quarter ended March 31, 2004, Commission File
No.0-26176).10.14*
    
    Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004,
Commission File No.0-26176).10.15*
    
    Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004,
Commission File No.0-26176).10.16*
    
    Whole RF Channel Service Agreement, dated February 4, 2004, between Telesat
Canada and EchoStar (incorporated by reference to Exhibit 10.4 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended March 31, 2004, Commission
File No.0-26176).10.17*
    
    Letter Amendment to Whole RF Channel Service Agreement, dated March 25, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q of EchoStar for the quarter ended March 31,
2004, Commission File No.0-26176).10.18*
    
    Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2004,
Commission File No.0-26176).10.19*
    
    Second Amendment to Whole RF Channel Service Agreement, dated May 5, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.2 to
the Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30,
2004, Commission File No.0-26176).10.20*
    
    Third Amendment to Whole RF Channel Service Agreement, dated October 12, 2004,
between Telesat Canada and EchoStar (incorporated by reference to Exhibit 10.22
to the Annual Report on Form 10-K of EchoStar for the year ended December 31,
2004, Commission File No.0-26176).




---



##### Table of Contents



Exhibit No.
    
    Description10.21*
    
    Amendment No. 4 to Satellite Service Agreement, dated October 21, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.23 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.22*
    
    Amendment No. 3 to Satellite Service Agreement, dated November 19, 2004 between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.24 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.23*
    
    Amendment No. 5 to Satellite Service Agreement, dated November 19, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.25 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.24*
    
    Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between
SES Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.26 to
the Annual Report on Form 10-K of EchoStar for the year ended December 31, 2004,
Commission File No.0-26176).10.25*
    
    Description of the 2005 Long-Term Incentive Plan dated January 26, 2005
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
of EchoStar for the quarter ended March 31, 2005, Commission File No. 0-26176).**10.26*
    
    Description of the 2005 Cash Incentive Plan dated January 22, 2005 (incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar for
the quarter ended March 31, 2005, Commission File No. 0-26176).**10.27*
    
    Settlement Agreement and Release effective February 25, 2005 between EchoStar
Satellite L.L.C., EchoStar DBS Corporation and the insurance carriers for the
EchoStar IV satellite (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of EchoStar for the quarter ended March 31, 2005, Commission
File No. 0-26176).10.28*
    
    Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2005,
Commission File No. 0-26176).10.29*
    
    Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES
Americom, Inc. and EchoStar (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of EchoStar for the quarter ended June 30, 2005,
Commission File No. 0-26176).10.30*
    
    Incentive Stock Option Agreement (Form A) (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.31*
    
    Incentive Stock Option Agreement (Form B) (incorporated by reference to Exhibit
99.2 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.32*
    
    Restricted Stock Unit Agreement (Form A) (incorporated by reference to Exhibit
99.3 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.33*
    
    Restricted Stock Unit Agreement (Form B) (incorporated by reference to Exhibit
99.4 to the Current Report on Form 8-K of EchoStar filed July 7, 2005, Commission
File No.0-26176).**10.34*
    
    Incentive Stock Option Agreement (1999 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.5 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**




---



##### Table of Contents



Exhibit No.
    
    Description10.35*
    
    Nonqualifying Stock Option Agreement (2005 Long-Term Incentive Plan (incorporated
by reference to Exhibit 99.7 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**10.36*
    
    Restricted Stock Unit Agreement (2005 Long-Term Incentive Plan) (incorporated by
reference to Exhibit 99.8 to the Current Report on Form 8-K of EchoStar filed
July 7, 2005, Commission File No.0-26176).**31.1H
    
    Section 302 Certification by Chairman and Chief Executive Officer.31.2H
    
    Section 302 Certification by Executive Vice President and Chief Financial Officer.32.1H
    
    Section 906 Certification by Chairman and Chief Executive Officer.32.2H
    
    Section 906 Certification by Executive Vice President and Chief Financial Officer.
 
 H
    
    Filed herewith.*
    
    Incorporated by reference.**
    
    Constitutes a management contract or compensatory plan or arrangement.