Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Share-based compensation

Schedule of stock awards outstanding

	As of June 30, 2012
	DISH Network Awards		EchoStar Awards
Stock Awards Outstanding	Stock Options	Restricted Stock Units	Stock Options	Restricted Stock Units
Held by DISH Network employees	16,240,574	1,102,581	762,003	46,020
Held by EchoStar employees	2,555,901	94,999	N/A	N/A
Total	18,796,475	1,197,580	762,003	46,020

Schedule of stock option activity

	For the Six Months
	Ended June 30, 2012
	Options		Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	21,336,159		$	20.53
Granted	501,500		$	32.14
Exercised	(2,633,284	)	$	18.22
Forfeited and cancelled	(407,900	)	$	20.42
Total options outstanding, end of period	18,796,475		$	18.99
Performance-based options outstanding, end of period (2)	7,976,150		$	18.84
Exercisable at end of period	7,847,529		$	18.38

(1)The beginning of period weighted-average exercise price of $20.53 does not reflect the 2012 Stock Option Adjustment, which occurred subsequent to December 31, 2011.

(2)These stock options are included in the caption “Total options outstanding, end of period.”  See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards below.

Schedule of realized tax benefits from stock awards exercised

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Tax benefit from stock awards exercised	$	10,204	$	5,614	$	11,947	$	6,409

Schedule of aggregate intrinsic value of stock options outstanding and exercisable

	As of June 30, 2012
	Options Outstanding		Options Exercisable
	(In thousands)
Aggregate intrinsic value	$	184,022	$	81,864

Schedule of restricted stock unit activity

	For the Six Months
	Ended June 30, 2012
	Restricted Stock Units		Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period	1,284,708		$	23.25
Granted	—		$	—
Vested	(24,795	)	$	22.94
Forfeited and cancelled	(62,333	)	$	25.94
Total restricted stock units outstanding, end of period	1,197,580		$	23.06
Restricted Performance Units outstanding, end of period (1)	1,197,580		$	23.06

(1)These Restricted Performance Units are included in the caption “Total restricted stock units outstanding, end of period.”  See discussion of the 2005 LTIP, 2008 LTIP and other employee performance awards below.

Schedule of awards outstanding pursuant to performance-based stock incentive plans

	As of June 30, 2012
	Number of Awards	Weighted- Average Exercise Price
Performance-Based Stock Options
2005 LTIP	3,217,500	$	21.10
2008 LTIP	1,758,650	$	10.77
Other employee performance awards	3,000,000	$	21.16
Total	7,976,150	$	18.84
Restricted Performance Units
2005 LTIP	321,830
2008 LTIP	10,750
Other employee performance awards	865,000
Total	1,197,580

Schedule of allocated non-cash, stock-based compensation expense for all employees

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2012		2011		2012		2011
	(In thousands)
Subscriber-related	$	357	$	340	$	1,194	$	1,317
General and administrative	6,660		3,378		29,005		17,578
Total non-cash, stock-based compensation	$	7,017	$	3,718	$	30,199	$	18,895

Schedule of assumptions of Black-Scholes option valuation model

	For the Three Months		For the Six Months
	Ended June 30,		Ended June 30,
Stock Options	2012	2011	2012	2011
Risk-free interest rate	0.41% - 0.87%	1.76% - 3.18%	0.41% - 1.29%	1.76% - 3.18%
Volatility factor	33.15% - 38.87%	31.74% - 41.00%	33.15% - 39.34%	31.74% - 41.00%
Expected term of options in years	3.1 - 5.8	4.7 - 10.0	3.1 - 5.9	4.7 - 10.0
Weighted-average fair value of options granted	$6.72 - $10.72	$11.33 - $14.77	$6.72 - $12.69	$9.16 - $14.77

LTIP 2005

Share-based compensation

Schedule of unrecognized non-cash, stock-based compensation expense

	2005 LTIP
	Total		Vested Portion (1)
	(In thousands)
DISH Network awards held by DISH Network employees	$	35,608	$	29,390
EchoStar awards held by DISH Network employees	6,409		5,391
Total	$	42,017	$	34,781

(1)Represents the amount of this award that has met the foregoing vesting schedule and would therefore vest upon achievement of the performance condition.

LTIP 2008 and Other Performance Awards

Share-based compensation

Schedule of unrecognized non-cash, stock-based compensation expense

	For the Three Months					For the Six Months
	Ended June 30,					Ended June 30,
Non-Cash, Stock-Based Compensation Expense Recognized	2012		2011			2012		2011
	(In thousands)
2008 LTIP	$	2,340	$	1,495		$	8,179	$	14,299
Other employee performance awards	1,433		(87		)	4,572		(12		)
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	3,773	$	1,408		$	12,751	$	14,287

Schedule of non-cash, stock-based compensation expense recognized

Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2008 LTIP		Other Employee Performance Awards
	(In thousands)
Remaining expense estimated to be recognized during 2012	$	1,916	$	2,128
Estimated contingent expense subsequent to 2012	2,020		46,559
Total estimated remaining expense over the term of the plan	$	3,936	$	48,687