Prospectus Brochure of the Bond DISH DBS US25470XAW56 En

424B3http://www.oblible.com 1 a14-25972_1424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-201051 PROSPECTUS DISH DBS CORPORATION Offer to Exchange up to $2,000,000,000 aggregate principal amount of new 5.875% Senior Notes due 2024 which have been registered under the Securities Act of 1933, for any and all of its outstanding 5.875% Senior Notes due 2024 Subject to the Terms and Conditions described in this Prospectus The Exchange Offer will expire at 5:00 p.m., New York City time, on January 29, 2015, unless extended We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new 5.875% Senior Notes due 2024 for all of our outstanding 5.875% Senior Notes due 2024. We refer to our outstanding 5.875% Senior Notes due 2024 as the “Old Notes” and the new 5.875% Senior Notes due 2024 issued in this offer as the “Notes”. The Notes are substantially identical to the Old Notes that we issued on November 20, 2014, except for certain transfer restrictions and registration rights provisions relating to the Old Notes. The CUSIP numbers for the Old Notes are 25470X AV7 and U25486 AL2. MATERIAL TERMS OF THE EXCHANGE OFFER • You will receive an equal principal amount of Notes for all Old Notes that you validly tender and do not validly withdraw. ฀ • The exchange should not be a taxable exchange for United States federal income tax purposes. ฀ • There has been no public market for the Old Notes and we cannot assure you that any public market for the Notes will develop. We do not intend to list the Notes on any securities exchange or to arrange for them to be quoted on any automated quotation system. ฀ • The terms of the Notes are substantially identical to those of the Old Notes, except for certain transfer restrictions and registration rights relating to the Old Notes. ฀ • If you fail to tender your Old Notes for the Notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them. Investing in the Notes involves risks. Consider carefully the “Risk Factors” beginning on page 12 of this prospectus. We are not making this exchange offer in any state where it is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 30, 2014. http://www.sec.gov/Archives/edgar/data/920433/000110465914089291/a14-25972_1424b3.htm[12/30/2014 10:51:44 AM] http://www.oblible.com Table of Contents TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION i DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 1 SUMMARY 4 RISK FACTORS 12 BUSINESS 34 MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS 46 THE EXCHANGE OFFER 66 DESCRIPTION OF THE NOTES 72 CAPITALIZATION 109 DESCRIPTION OF MATERIAL INDEBTEDNESS 110 REGISTRATION RIGHTS 111 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER 113 BENEFIT PLAN INVESTOR CONSIDERATIONS 114 BOOK-ENTRY, DELIVERY AND FORM 115 PLAN OF DISTRIBUTION 117 VALIDITY OF THE NOTES 118 EXPERTS 118 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 118 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS F-61 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is an offer to exchange only the Notes offered by this prospectus and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date. WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 under the Securities Act of 1933 (the “Securities Act”) that registers the Notes that will be offered in exchange for the Old Notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the Notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the registration statement. This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request directed to: Investor Relations, DISH DBS Corporation, 9601 South Meridian Boulevard, Englewood, Colorado 80112; telephone number: (303) 723-1000. To obtain timely delivery, you must request the information no later than January 22, 2015. Additionally, this prospectus contains summaries and other information that we believe are accurate as of the date hereof with respect to the terms of specific documents, but we refer to the actual documents for complete information with respect to those documents, copies of which will be made available without charge to you upon request, for complete information with respect to those documents. Statements contained in this prospectus as to the contents of any contract or other documents referred to in this prospectus do not purport to be complete. Where reference is made to the particular provisions of a contract or other document, the provisions are qualified in all respects by reference to all of the provisions of the contract or other document. Our data and industry data are approximate and reflect rounding in certain cases. We and our parent company, DISH Network Corporation (“DISH Network”), are each subject to the reporting and informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and accordingly file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC also maintains a website that contains reports and other information that we file electronically with the SEC. The address of that website is http://www.sec.gov. Our filings with the SEC and those of DISH Network are also accessible free of charge at our website, the address of which is http://www.dish.com. The Class A common stock of our parent company, DISH Network, is traded under the symbol “DISH” on the Nasdaq Global Select Market. DISH Network has not guaranteed and is not otherwise responsible for the Notes. http://www.sec.gov/Archives/edgar/data/920433/000110465914089291/a14-25972_1424b3.htm[12/30/2014 10:51:44 AM] i Table of Contents DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS We make “forward-looking statements” throughout this prospectus (including the documents incorporated herein by reference), including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this prospectus (or, in the case of a document incorporated herein by reference, the date of such document) and represent management’s views and assumptions as of such respective date. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, the following: Competition and Economic Risks Affecting Our Business • We face intense and increasing competition from satellite television providers, cable companies and telecommunications companies, especially as the pay-TV industry has matured, which may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn. • Competition from digital media companies that provide or facilitate the delivery of video content via the Internet may reduce our gross new subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. • Sustained economic weakness, including continued high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain our business. • Our competitors may be able to leverage their relationships with programmers to reduce their programming costs and offer exclusive content that will place them at a competitive advantage to us. • We face increasing competition from other distributors of unique programming services such as foreign language and sports programming that may limit our ability to maintain subscribers

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