A WHOLE NEW ANIMAL IN WHOLE-HOME ENTERTAINMENT (NASDAQ - DISH) 9601 South Meridian Boulevard Englewood, CO 80112 303.723.1000 ANNUAL REPORT dish.com YEAR ENDING DECEMBER 31, 2011 Corporate Profile Board of Directors Annual Meeting Executive Officers Charles W. Ergen The 2012 Annual Meeting of Charles W. Ergen Chairman of the Board Shareholders will be held on Chairman May 2, 2012 Joseph P. Clayton Joseph P. Clayton President and Director Shareholder Information Chief Executive Officer James DeFranco Investor Relations Department W. Erik Carlson Director DISH Network Corporation Executive Vice President, 9601 S. Meridian Blvd. DNS and Service Operations Cantey M. Ergen Englewood, CO 80112 Director www.dish.com Thomas A. Cullen Executive Vice President, Steven R. Goodbarn For more information, please visit the Investor Relations section of Corporate Development Director our Web site at dish.com James DeFranco Gary S. Howard Executive Vice President Director R. Stanton Dodge David K. Moskowitz Executive Vice President, Director General Counsel and Secretary Tom A. Ortolf Bernard L. Han Director Executive Vice President and Chief Operating Officer Carl E. Vogel Director Michael Kelly President Transfer Agent Blockbuster L.L.C. Computershare Roger J. Lynch Trust Company Executive Vice President, PO Box 43070 Advanced Technologies Providence, RI 02940-3070 Robert E. Olson Indenture Trustees Executive Vice President and Chief Financial Officer US Bank National Association Corporate Trust Administration Stephen W. Wood 60 Livingston Ave. Executive Vice President, St. Paul, MN 55107 Human Resources Attn: Josh Hahn Wells Fargo Bank National Association Corporate Trust Services 625 Marquette Ave., 11th Floor MAC N9311-110 Minneapolis, MN 55470 Attn: Richard H. Prokosch DISH A Nasdaq Listed Company March 23, 2012 Dear DISH Network Shareholders: During 2011, DISH Network continued to improve operational efficiencies while increasing revenue and income. The year was also highlighted by our acquisition of Blockbuster and the spectrum assets of DBSD and TerreStar, as well as the hiring of our new CEO. We added more than 2.5 million gross new subscribers in 2011, a decrease of approximately 16 percent from 2010. Our gross activations in 2011 continued to be negatively impacted by slow growth in the pay-TV industry and the effectiveness of competitors' promotions with high levels of product and service discounting. Over the past year, we continued to make efficiency gains with our installation and customer service teams to deliver a more consistent customer experience. We will introduce a new billing system in 2012 that is expected to improve our operational efficiencies, improve customer satisfaction and reduce churn. To allow me to focus on strategic initiatives, I relinquished my CEO and President positions to Joe Clayton, a 38- year veteran of the consumer electronics, telecommunications and satellite communications industries. Since Joe came on board in June, we have worked to reinvigorate the DISH brand and streamline operations, and as a result, I’m pleased to say that we turned the tide on subscriber losses heading into 2012. We pursued several major acquisitions in 2011. To better compete with online video services and the increasing video-on-demand offerings of our competitors, we purchased Blockbuster. We believe Blockbuster, an iconic brand, represents “family entertainment and movies,” which complements the programming choices available on our DISH service. In October 2011, we introduced a suite of Blockbuster movie services for our DISH customers, including DVDs by mail with in-store exchanges, streaming content to the TV, PC and mobile devices, as well as additional linear movie channels, all for a monthly subscription price of $10. We believe this entertainment package differentiates us among competitors while serving as an important retention tool. We recognize that the current pay-TV market is changing. When the economy changes, the consumer changes, the technology changes and the competition changes, so we better change. To that end, we have invested more than $3 billion for wireless spectrum from DBSD and TerreStar in an effort to become the first company to offer not only fixed wireless video, data and voice but also mobile video, data and voice. We believe this strategy will enable us to adapt to the ever changing world of technology and to remain a competitive choice for consumers in the future. Going forward, we will continue to offer more mobile viewing services, VOD content and TV Everywhere™ products. We will strive to improve our customer service. And we will continue to strengthen our relationships with our alliance partners, distributors and retailers while improving business processes and maintaining our position as an innovation leader. We believe our company is well positioned to deliver the most TV entertainment services and technologies at the best value. At the same time, we believe our strategic initiatives will enable us to remain a leading player in delivering video entertainment into the future. Thank you for your continued support of DISH Network. Sincerely, Charles W. Ergen Chairman of the Board of Directors UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) 7 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR 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: 0-26176 DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-0336997 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9601 South Meridian Boulevard Englewood, Colorado 80112 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (303) 723-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A common stock, $0.01 par value The Nasdaq Stock Market L.L.C. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 7 No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 7 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 7 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 7 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 7 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer 7 Accelerated filer Non-accelerated filer Smaller reporting (Do not check if a smaller reporting company company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No 7 As of June 30, 2011, the aggregate market value of Class A common stock held by non-affiliates of the registrant was $6.2 billion based upon the closing price of the Class A common stock as reported on the Nasdaq Global Select Market as of the close of business on that date. As of February 14, 2012, the registrant’s outstanding common stock consisted of 208,668,014 shares of Class A common stock and 238,435,208 shares of Class B common stock, each $0.01 par value. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated into this Form 10-K by reference: Portions of the registrant’s definitive Proxy Statement to be filed in connection with its 2012 Annual Meeting of Shareholders are incorporated by reference in Part III. TABLE OF CONTENTS PART I Disclosure Regarding Forward-Looking Statements...................................................................................... i Item 1. Business......................................................................................................................................................... 1 Item 1A. Risk Factors................................................................................................................................................... 19 Item 1B. Unresolved Staff Comments.......................................................................................................................... 36 Item 2. Properties......................................................................................................................................................