Jason Kiser - Treasurer R. Stanton Dodge - EVP, General Counsel and Secretary Charles W. Ergen - Chairman of the Board, President and CEO Carl E. Vogel - Director and Vice Chairman Bernard L. Han - EVP and CFO

Jeffrey Wlodarczak - Wachovia Tuna Amobi - Standard & Poor's Jason Bazinet - Citigroup

Good afternoon, my name is Brandes [ph] and I will be your conference operator today. At this time, I would like to welcome everyone to the DISH Network Q1 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be a question-and-answer session. [Operator Instructions] Thank you. Mr. Jason Kiser, you may begin your conference. Jason Kiser - Treasurer: Thanks Brandes. Thanks for joining us. My name is Jason Kiser, I am the Treasurer here at EchoStar, joined today by Charlie Ergen, our Chairman and CEO; Carl Vogel, our Vice Chairman; Bernie Han, our CFO; and Stanton Dodge, our General Counsel. Before we go straight into Q&A, we do need to do our Safe Harbor disclosure. So, for that I will turn it over to Stan. R. Stanton Dodge - Executive Vice President, General Counsel and Secretary: Thanks, Jason. Good morning, everyone. Thanks for joining us. As you know, we do invite media to participate in a listen-only mode on the call, so we ask that the media not identify participants and their firms in your report. We also do not allow audio taping of the conference call, we ask that you respect that. All statements we make during this call that are not statements of historical facts constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. I'm not going to go through the list of all the factors, which could cause our actual results to differ from our historical results or forward-looking statements. And I’d ask you to look at the front of our 10-Q for this list. All cautionary statements that we make should be understood as being applicable to any forward-looking statements we make wherever they appear. You should carefully consider the risk described in our reports and should not place undue reliance on any forward-looking statements. We assume no responsibility for updating any forward-looking statements. And with that out of the way, I'll turn it back over to Jason. Jason Kiser - Treasurer: Thanks, Stan. Braindes, I think we are just going to open it up for Q&A, so you can compile the queue for us. Question and Answer

[Operator Instructions] Your first question comes from the line of Jeff Wlodarczak. Jeffrey Wlodarczak - Wachovia: Hi guys. Charlie, could you provide more color on DISH's competitive position. It appeared that the vast majority of your peers had better than expected results in the first quarter? And do you feel that DISH has to turn the corner on the operational issues that emerge in the third quarter? And if I could follow that up by just asking about the plans for 700-megahertz Spectrum you purchased, can you give us some idea of the cost, the timeframe, SATS and other partners are going to sharing the cost? Thanks. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: I let Karl address that 700-megahertz but in relation to yours, I would say that our competitive position vis-à-vis the industry, probably within… with the cable side probably would maintain about the same but I would say vis-à-vis DirecTV and phone companies have entered the marketplace, they get the lion share of new video ads, phone, obviously because they are new to the marketplace, they… nowhere to go but often don't have a big face to churn and they've got a competitive product. And DirecTV because I think they are performing better than we are both operationally and from a competitive primarily in the HDD space. So we really have three areas that we have to work on as a company and that we're focused on. First is operations, where we just weren't providing the kind of customer servicing experience that were used to a DISH Network and it’s shown up in some of the surveys where we haven't... where we have slipped year-over-year in terms of our total customer service. I basically got involved in operations as I said I think on February 1, so, I have gone around and seeing most of the operations and I would describe the operations at least on as of February 1 they were... they weren't broken but the wheels are pretty wobbly, so we basically had the lugnut [ph] branch out in time at the lugnuts and we've made good progress in making sure we are answering our phone calls now and got that back on control. We still have a lot of work to do in reducing the reasons for people to call, doing a better job on our installs the first time, making our product a little bit simpler and communicate a little bit easier to how to operate the system. But again it's... it's just hard work and it took us... the product took us three years to get out of the alignment. It can take us little bit of time to get it to back in alignment where we’ve got the right team here to do it. The second area that we have to work on is from a competitive point of view, it is really in HD field, sense and of course, SATS, they launched 22 HD channels and these are things like Disney, and ESPN News and Sci-Fi and Bravo and pretty big name HD services and we haven't had those services because we plan to put them upon AMC-14 satellite that failed. When that satellite failed we had to rejigger an awful lot of stuff to move things around, it took us a bit of time to do that, but we were able to do that and so now we have a very competitive HD offering in the marketplace and so that that should help in that and obviously we are on our path towards a 100 channels in a 100 local markets. So we think we will be very competitive vis-à-vis everybody in the industry probably highly competitive compared to cable and on a level playing field with DirecTV. Now they've got the momentum and they’ve certainly got the brand awareness of HD but we’ll have a competitive product there. The other thing that we are doing better probably, that probably doesn't come to forefront is we probably are ahead of the pack in terms of the technology side of it. So our set-top boxes and the way our HD-DVRs work and our HD products works is probably... it's a period of what's out there in the marketplace and so we get to highlight and use that to our advantage. And probably, the third area that we have is, is we still have a fraud and piracy issue out there with our system and we will start this summer with a card replacement to start plugging that... that place and one of the things and so when you are not operationally sound and you’ve got a fraud piracy problem and when you're not quite as competitive as you want be in HD that really leads to a higher than normal churn and higher than what we would expect in terms of churn. And while the number wasn't terribly bad in the first quarter the first quarter is a seasonally low time for churn. So we certainly didn't meet our metrics that we have internally for the first quarter and so... but piracy plays a hidden role there and it's hard to quantify, but obviously when you have people who can get your service for free, they just evaporate in your system and you don't really know why and so we have had some of that and we have... so I guess the good news is we have the right team in place operationally now. We know what we're focused on, working hard at that and we are competitive today. We are more competitive than cable today, in my opinion, we probably have some brand awareness in marketing and things to do to catch up with DirecTV on HD and we have a plan starting this summer to detect the fraud piracy program. And Carl, the 700-megahertz. Carl E. Vogel - Director and Vice Chairman: Yes. In terms of 700-megahertz, I mean this acquisition of Spectrum does tails with our broader philosophy that we want to be the best, we can at video and our principal interest in this is to provide some mobility and portability options that dovetail I think nicely will both our additional customer base as well as our Sling product. In terms of the investment, we think we've got an excellent value on a per megahertz cost basis. We think it is a strategic asset that will allow us to have broad discussions with a number of parties. Whether or not SATS participates is a question that is still open. But I think overall, our intent is to certainly bring in partners, could be SATS, could be others. SATS certainly has the capacity to help us with any personal media players that may lend themselves to this business. But our overall goal is this is a strategic asset that we think has excellent value in terms of working with other people to build a mobile platform that's an added value product to DISH and a standalone product as well. We are a long, long, long way from building anything out, we are a long, long, long way from deciding who our partners will be and when. But we do think it is a valuable piece of Spectrum that gives us an opportunity to have numerous strategic discussions that will provide an asset that is added into the business that we already have. Jeffrey Wlodarczak - Wachovia: All right. Thank you.

Your next question comes from the line of Vijay. Vijay, your line is open.

Thank you. Hi, it’s James Radcliffe [ph] for Vijay. A couple of questions if I could. First off, can you talk about the impact of local HD in particular on subscriber growth? Did you see different growth pattern in churn trends in markets where both you and DTV have local HD versus markets what they did and you didn't. And the second of all, on, it looks like free cash flow in the quarter benefited from a large working capital swing, since related to payments to SATS. Do you expect that to reverse or this sort of set a new level of ongoing payable? Thanks. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: In terms of HD local, local clearly it’s just like analog local, local or SD local, local, it's certainly, where you have HD local, local, you are more competitive. And in an area where DirecTV would have local, local HD and we don't we are less competitive and in areas where we both have it, it’s pretty level playing field now with our addition of 22 channels. So that's a factor. It's a bit unclear how much of a factor it's going to be. It may not be as big a factor as SD was because with the digital transition, people are going to be able put up, use rabbit ears and lot of cases are put up small antenna in their attic, they actually get all the local channels for free in HD and they are going to be able to get not only the channels that we carry via satellite but all the sub channels and maybe some of the channels that we don't carry on satellite. So, the digital transition will be an interesting phenomenon probably starting about this fall and probably going in through about this time next year. So there’s probably going to be about six or seven month window where we're just not going to know how that is going to affect us. All we can do is get ourselves in a position to be taking advantage of whatever might happen. So a couple of things. When I say that our set-top boxes, technology we think is superior. Our set-top boxes have a off-air, traditional off-air digital… tuner in them. So they will take a digital signal off-air. And that means that if you don't want to... in the area where we don't have local HD or even if we do have local HD, you are not required to buy the HD programming from us, the local channel we do sell our cart and the customer can put an antenna in and he has got a digital signal into our set-top box and if he has got one of our DVRs you can actually stop and record those local channels. And that is pretty unique in this industry. So, we kind of give you the best of both worlds, you could save the customers some money. So... we'll just have to wait to see but obviously the fact that we are in 55 markets versus 30 something markets last quarter, it's beneficial to us. We have two satellite launches this year. With those two launches, we'll get... we'll get at least to 100 channel, a 100 cities with HD. So we are on track for 100 HD channels and that's real [ph] that we really see out there to put up. We don’t really see materially more than that of any value, in 100... at least 100 cities in HD. So I think it will be very competitive going into the selling season this year. The second question was… working capital, you want to take a guess, Bernard. Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes, you look at our cash flow, about $200 million this quarter, was driven by the difference in payables and receivables and we’re a net payer and the net of payable versus receivables went up by $200 million relative to payments given from SATS. I think this is one-time whether or not the business [ph] itself depends on a couple of things. It’s the biggest piece of this is reverse, in this particular quarter we have three months of payable and three months of receivables which is right at the end of the quarter March 31 was right around the cusp of when January payments would normally be made and they... in this quarter the January payment had not been made yet as of March 31. So if going forward, we're making payments timely within the 60 days... net 60 days churn, you will see some of that reverse in the second quarter. But again the end of the quarter was right on the cusp for that third month depending on this rate on which we are paying, that's in the future that will reverse or not reverse in part by about one-third for the extra month. There is a piece of working capital that simply increases, if you are at any time your accounts payables grow, is it because your company is growing or for any other reason, any time your accounts payable grow, as the one-time benefits to cash flow. It won't reverse but it won't repeat itself. In this case it's not the growth that's causing payables to increase, but simply because we are paying margin of set-top boxes and on satellite uplink and transponder that were free to consider, our payables increased and again whenever your payables increase, there is some one-time issue, it’s not going to reverse, but it is the one-time [inaudible] cash. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: And I think that... obviously I think that we plan to pay on time. So in theory, some of that's a better one-time thing. I think the real easy way to look at it is, you just take our EBITA, less our CapEx and that would give you a pretty consistent feel for cash flow in the company, that's kind of how to look at it back in the envelope and that gives you a pretty good basis to compare quarter-to-quarter, year-to-year. I mean, Jason, is that fair? Jason Kiser - Treasurer: Yes. I think that's fair. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: So just take EBITDA less CapEx is a pretty good feel for it on a consistent basis run rate.

Got it. And one housekeeping question, can you give us a number for total CPE CapEx in the quarter? Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes, $238 million. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: $238 million.

Right. Thank you.

Your next question comes from the line of Tuna Amobi. Tuna Amobi - Standard & Poor's: Okay. Thank you very much. Charles, I just wanted to follow-up on the issue of the litigation of the VOOM channels. What does that mean in terms of your long-term carriage of those channels and are... is that factored to your... into the numbers that you are targeting in the near-term, continued carriage of those? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Stan, if you want to jump in, if I get it wrong because I’m not a lawyer but the VOOM channel, we believe they’d breached… we had long-term agreement for 15 VOOM channels, we are up to 15 channels, we believe they breached that agreement, they spot a preliminary injunction which was ultimately granted as they normally are but for a while but then it was reversed and so the preliminary injunction is not in effect. So, we are free to take the VOOM channels down and in fact have taken down. I think two thirds of VOOM channel and we will be taking down the rest as soon as we can because one somebody breaches an agreement it’s just not a long-term relationship there and so that's just where we are and we believe that we can replace those channels with other channels that may have more value to our customers. We are the only company besides the VOOM themselves, our cablevision owns the other part of VOOM to carry the channels. They weren't able in the marketplace to go out and get anybody else to carry the channels, it just wasn't a consumer demand from. So, -- Tuna Amobi - Standard & Poor's: So, when you talk about 100, that’s excluding those channels, just to make sure I understand it right? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Yes, that excludes VOOM. Tuna Amobi - Standard & Poor's: All right. Great. And on the AT&T Bellsouth situation, I know that you guys had… the transition had kicked in April 1, am I correct how that... what's your outlook for potential upside from those markets, what you see now and is there any... how should we think about the impact of that in Q2 and beyond? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Well. There is... we don't talk... we don't give forward guidance, but... obviously from a logical point of view we are getting customers from BellSouth today that we weren't... getting a month ago or two months ago. But we also... it’s not quite bed of roses because you also lose some customers, you had a distribution... it was getting for you and they become less... after sale of your product because of a competitor coming in the marketplace and then... then they also balance the factors that DirecTV become very aggressive obviously with promotions to prove to Wall Street that they won't loose any subscribers based on AT&T and not important to them, so it’s very competitive... that's a very competitive area of the country and we’ll have to see how it all shakes out. But I mean, I think, I would look... look at it as a long-term positive and obviously strengthens our relationship with AT&T and puts our companies more aligned to go out there and fight for video customers even though... when AT&T does reverse obviously they are competitor to us, but for the most part... we are on the same team and that partnership is one that we continue to invest a lot time and effort into to make sure that we are a good partner for them.

Okay. So, it sounds like just waiting for some more visibility. Let me switch gears on the churns, it seem like pretty higher than we were expecting even though seasonality may have to do with that, but net adds at 35,000 a little bit worried there. Beyond the competition and the slowing economy that you cited in the Q, is there anything else that we can think of it as far as... what's impacting the business, is there... how is that trend and can you comment? After Q1 is that been a turn around, a metric or anything underlined the trends that you saw which I'm sure is probably much less than you were expecting in the net add as well? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: I mean I would say that I don't know if it’s less what we are expecting because we knew... obviously we now we have things we need to work on, but I mean, I think I would say this way... we should be getting… with two satellite providers, we should be getting half the business if we were a company that’s executing properly, and we didn't come close to getting half of the business, right. We get a very small percentage of the business and so we had the last couple of quarters. So... we are not operating as well as we should have... there are again I will just repeat there is really three factors, one is just the operations itself and we made fair amount of progress there and certainly identifying what we need to do and now we are out there executing to fix those operational problems, and we have gone long way in the call center... already we are answering our phones on time for the first time in a year and that's kind of where customers starts but we now just got to reduce those calls those are coming in. We are not as competitive... we aren't as competitive from the HD filed, I think arguably people would say this being VOOM channels, probably Warner is impressive as Disney or Sci-Fi, or Bravo or CNBC or CNN or TBS or TNT those kind of channels that we now have. And then, competitive, it’s obviously more competitive in terms of this… there’s heavy discounting out there. Our experience in that has been the heavy discounting for a period of month, and then you raise the price on the customers, and then you raise your price on the customers to get and then you raise your price every year that a customer starts to get two and three price increases in a year, that ultimately adds to some churns some customer dissatisfaction. And without having our operations under control, without having a totally competitive HD project, it didn't make sense for us to chase that business. And so, we really focused on in some of the fundamentals back in place, in trying to generate good income and good cash while we are patient to fix those issues. And then go back with more long-term solutions as opposed to heavy discounting, may be something that's a little bit more long-term for consumers so they can learn to trust and learn to understand as their price is going to go up two or three times in a year. And so, we've made some of those mistakes in the past, we see a lot of that going on today. And that's just not against you. That's the game that guides into trouble, and certainly not a game we want to try to repeat. Tuna Amobi - Standard & Poor's: Okay. That's very helpful, just a last numbers' question. I promise this is the last question, in terms of the potential impact of the spin, a thing like there was some swing in D&A expense, depreciation and amortization, STATS, G&A those are off cited in your Q as a potential result of the spin of facts. So, my question is the run rate that was this Q1 is that, supposedly kind of the big trend rate that we should see adjusted for the STATS spin for those line items? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Largely so we noted in our Q that there are couple line items largely SATS and part of our scrubber [ph] related expense, part related to retaining existing customers, because we are now paying a margin on the equipment that we buy from SATS, that's going to increase our cost structure over time, So full impact of that wasn't felt in the first quarter, because in the first quarter we were still exhausting inventory that was on the book, at the time of the spin. So, roughly about half the two thirds of the quarter we were... we're now marked as our first half with what the mark up in this quarter, by the second quarter you should see fairly ramped up steady phase to where... what was... Tuna Amobi - Standard & Poor's: So, your stack could not stay above 700, just follow it up on the comment, right is that a fair? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: With all people, that is correct, but there are a number of factors that contributed to our SATS increase. Tuna Amobi - Standard & Poor's: What's the margin that you are paying to SATS for SAC? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: I don't know, if we've disclosed that. But, if you look at the SATS P&L, you can get a rough idea, I think to the margins that's charged with [inaudible] Tuna Amobi - Standard & Poor's: All right. Thanks a lot.

Your next question comes from the line of [inaudible].

Thanks. Hi guys, few questions for you. So, Charlie, from the comments that you just said is it fair to say that the retention spending is down year-over-year, I know, you don't like to give percentage of the dollar amounts, but is retention spending down? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: [inaudible]

Just wanted to get a sense of how sustainable is the free cash flow, it always you will take over the capital out, but... Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: On our retention spending, I don't think that we'll term it as down, I think it’s in fact giving the churn numbers, retention is probably something we could take a look at whether we need to do more there, we do considerably less than does DirecTV. And in part we have... in part because they have new product coming out, you just don't want to spend retention marking to upgrade somebody than the to have to upgrade again, but I do think that we... I think we've lost some customers HD where customers just didn't know we had HD. I'll give you an example. We had about seven or eight channels in HD and MPEG-2 and now we have got 75... we got 80 channels, of that 70, over 70 additional channels in a total of about 85 channels. In HD, the vast majority of course are in MPEG-4, we had an MPEG-2 receiver. They didn’t know we had all the HD channels, so we have got to go out and upgrade those goals from MPEG-2 to MPEG-4, which would make sense for us to do and we would fall under retention marketing. So we probably giving the churn, probably, probably have underspent there, but it is not down by any means.

I know with over the last few years you have been selling satellite DISH's that are MPEG-4 compliant, right. As you swap up those MPEG-2 boxes given the sense that how many of them... you are like what percentage might you need to sell HD [ph] versus your set-top boxes. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Well, a vast majority of them are just boxes and they are not that many of them, but it’s still disconcerting that we probably weren’t on top of our business enough in the sense that their customers are [ph] always the neighbors out and they said, when you are going to [inaudible] channels, and said, gee, here you got 85 channels and they said, well, we could only get eight channels and they didn’t know we added those channels notwithstanding all the communication efforts that we give. So, we probably need to be more proactive in that. Bernard L. Han - Executive Vice President and Chief Financial Officer: So… and my long story short, retention marketing is… from a cash flow perspective is not something that... retention marketing spend didn't generate the increase in cash flow because we spent at least as much if not more in retention marketing this quarter. But we probably are… we are well, well under what our competitors spent.

And then on the capacity issue still, your 10-Q talked about 8PSK and MPEG-4 and the possibility of converting the remaining portions of your sub-base. We kind of just talked about softening of the MPEG-2. So is there any current plans this year to swap out anybody who is not on 8PSK box, you are all 8PSK? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: No, not really. And really just to give you a feel for it, there is two things... there is two benefits you can get in compression and channel lineup. One is 8PSK, which gives you, let's call it, 50% increase if you have enough power on your satellite and our new satellite, it’s more powerful. So you get anywhere from 30% to 50% benefit in 8PSK. We have been delivering 8PSK receivers exclusively for about four years now. So our base is, the majority of our base is on 8PSK. The next increase you can get on top of that is you can get another 50% increase on top of the 8PSK increase by going to MPEG-4. We have been delivering MPEG-4 boxes although not exclusively for about two years. So the logical step for us would be to go to 8PSK at some point in time as the economics make sense when we have enough… we don't swap out a lot of people for 8PSK. And the way we would do that is maybe your premium channels or maybe your high-end customers would got to 8PSK and some of your low-end channels would stay at QPSK. That strategically reduces our capital needs to upgrade our base to be competitive over time. Other people in the industry, cable, for example, has to go from analog to digital. They don't have an in-between path and DirecTV has to go from MPEG-2 to MPEG-4, if they [ph] did go MPEG-4 Ka band. So they have a dish, an LNB, and a satellite receiver issue there. So their capital costs are materially more than ours to get their channel count up over time and that allows us to have extra CapEx for additional satellites and 700-megahertz and other things that we are doing. So I think strategically... while, operationally, we may not be exactly where we want to be, I think strategically, we're pretty pleased where we're strategically in terms of how we would transition into… and how we take advantage of maybe the things that are going to be coming down the pipe.

So, let's look on our CapEx, in your 10-Q, you indicated that you had $352 million of satellite CapEx left in 2008. So, I am excluding the payment remaining in the 700-megahertz auction and the dollar amount indicated is $352 million. And this contrasts, there were comments you made in the last call where you indicated the satellites… the three satellites going up this year, most of the cost for those satellites had already been paid out. So, I mean is that $352 million a good number to use for satellite CapEx for the next three quarters? It seems high? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Yes, there are several components, and Bern, you may want to jump in there. But we just started a new satellite, ECHO XV because we lost AMC-14. So that’s additive to where we were. And then we've got obviously two more launches and we have another satellite that is under construction, and I think launching in 2010, in that range, ECHO XIV. So we essentially have four satellites under construction, correct? Bernard L. Han - Executive Vice President and Chief Financial Officer: Correct. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: And so that's... we need to be... we'll be building a satellite every year for just replacement, as an example, satellites are several hundred million dollars.

On the table in the 10-Q, you referred to satellite-related obligation, I mean there is a footnote [inaudible] said that in 2008 your payments actually include the balance of payments made for the 700-megahertz Spectrum in 2008. So [inaudible] is related to that. It is the satellites that we talked about but also... Bernard L. Han - Executive Vice President and Chief Financial Officer: All four of those satellites. He was talking about $350 million.

Yes, $352 million is net of the 700-megahertz payment. Bernard L. Han - Executive Vice President and Chief Financial Officer: That’s right. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Right. Yeah, so we have four satellites, just about $352 million for the rest of the year. Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes. And a piece of that line by the way is besides CapEx; there is other satellite-related payments in August [inaudible]. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: We have the ability to run our own satellite. Bernard L. Han - Executive Vice President and Chief Financial Officer: So the bottom line is by the end of the year, we'll have two of those four satellites up and we'll still be building two satellites. And in theory, maybe we start another one a year from now.

All right, great. I’ll… that's enough time from my end. I'll hand it off to the next guy. Thanks.

Your next question comes from the line of Tom Eagan [ph].

Great, thanks. Charlie, if you look back, say, about 12 months, obviously it's been a turbulent 12 months for all cable and satellite players. But clearly you've gained less subscribers and had more share than others and maybe you had expected. If you could look back 12 months, what would do differently in terms of, say, launching more HD channels more quickly, say, in terms of spending more for retention, any thoughts? Thanks. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Yes, I think if I… if you look at the [inaudible] self-criticize, I just want to get more involved in operations. In other words, the problem is in operations, if you're not out in the operations, things… that take a while of numbers to reflect what's really going on, right. And just as we turn things around, you are not going to see it… just because we are answering our phones today, you are not going to see that in a metric tomorrow, right. You might see in a metric six months from now because it’s actually return rate in a positive manner but you're not going to see it tomorrow. So I probably wasn't as aware of the operations as I should have been. And again you trust your management; when you get answers, you trust them and then you find out that’s maybe not where things are. You have to go and make some changes. So certainly I would have been more on top of the business than I probably was from an operations point of view. I was very involved strategically but not involved operationally. So that’s certainly the biggest mistake. I think we probably missed the HD window last year. We concentrated strategically more on the DVR, which I think will pay dividends for us because there is still a lot more people buying DVRs and HD. And certainly a large portion of our base, although we don't disclose it, is either in DVR or HD or HD DVR. So we have a very solid base in that sense, but we probably missed... we probably in hindsight missed some opportunity there and then there is some things you just can't change. I would like... we had two satellites ready to launch last year and the industry... the satellite industry was shut down because of launch failures and we weren't able to get those up in the time frame that those satellites were ready. So there… the external factors that sometimes the best plans don't work. So I have learned in life and management that I never get too excited when things are going great and I never get too worried when things aren't going as well as long as you have plans and processes in place to fix those things and also learned when I played poker I’ve got to be patient and I can... I have played poker some nights where I quoted [ph] for ten hours in a row and I looked out of the big winner when is game is over an hour later. So we bet when we have cards and we are patient when we don't and we think that... we think that things are going to be better for us. We think we did a lot of right things, we are... I look at it this way. We're strong as we’ve ever been strategically, we're probably as strong as we have ever been management wise, although we got a lot of... lot of new people and people aren't quite as experienced in our company. We have... we don't have a lot of holds and we have got a team that it working together and focused, and we are... obviously not yet. And so we are... so we're not as good operationally and the competition is little tougher out there, not just because we don't have... didn't have HD but just in general, competition is different. I think the economy is in a situation that hasn't been in the last five or six years. So our job is to take that management, take that strategic expertise, take that technical expertise we have or I think we are ahead of the pack. And then add to that operational expertise and efficiencies and then good things happen. And I think that DirecTV has done that. They are strong strategically, they are strong competitively, they are strong management wise and they are operationally very strong. And so they are hitting on one more cylinder than we are today and that makes all the difference in the world in the marketplace, and there is really no excuse for us not to be operationally efficient, we are... it’s a little tougher for us because we typically own our own call centers, we typically have our own people installed and when you don't operate efficiently, you got a lot more mouths to feed to go to fix it as opposed to a third party. But once you get it right, doing it yourself pays huge dividends for you because people have a lot more pride to get a little better customer service, you can be a little more… you could turn in the dime more quicker and you build expertise in-house instead of having to pay a third party for it. So, that's kind of how I look at it and we'll see if we can go execute and do the things that we are trying to do.

I guess after you fix some of the customer service and operations issues, what is it... is there a run rate sharing [ph] level that you think you can get to? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Well, I think that... I would say it this way. We think that 1.6% churn is probably where your... it's kind of a sweet spot, you could go as high as 170. It may go as low as 105 and 170, say I'm not operating as good as I should. 105 maybe you are leaving some economics on the table. We have a high Hispanic base, we have a high... so they move a little bit more, they are going to churn a little bit higher than the normal customer, but it is a good marketplace, there is strategic reasons to be there. So we are a full disclosure company, we have EBU adjustments, they happen every quarter. So EBU adjustments typically come at least for us, because we [inaudible] our EBU units get changed in a negative way there. So we accrue for that I think every quarter. So those EBU adjustments are interim numbers, just not a one-time hit for us. So we kind of... we try to give... we look at... the way I look at the numbers, which is I need full facts, I need everything upfront, I need to know what the ongoing business trends are and how does all that work. And so, and then... at the end of the day, we are looking at cash flow and seeing how we are doing as a company. Because everything else is kind of different [inaudible] how companies do it. But the cash flow kind of... is what doesn’t changed for people. And so, I think... that's how we do it and we have a long-term perspective. And I think we are disappointed, we are disappointed on how we are operating today. We are disappointed on our [ph] competitors from a sales perspective. But we think that both of those things... both of those things, both of those things we had in place... things going on that will make us better in both those areas. That we have to execute and... future progress will tell whether we do or not.

Any of the detail on the demographics of the folks that turned out? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: No. I mean, it comes across the board, I mean, obviously the biggest churn is kind of your low-end customers because the economy has done the worst. But from a competitive... competitiveness, we certainly have added some people in the HD side joined, I just didn't know we had HD or we didn't have the services they wanted. So, I think that changes pretty dramatically going forward.

Thank you.

Your next question comes from the line of Jason Bazinet. Jason Bazinet - Citigroup: I have two questions. When I look at your cash from ops is about $900 million, you spent about $270 million in this working cap that was a little too earlier and about $270 million in CapEx. When you annualize that cash flows it’s about $1.5 billion, which in place you got about 2% free cash field, you are pretty close to being a full tax payer. And again when I look at your debt level, it's your leverage on a net debt basis was one term. And I would guess that even in this environment, your after-tax cost is that is way below 10%. So can you just elaborate on why you've been reluctant thus far to buyback shares? That is my first question. And my second question is, you mentioned that you feel like you are in a better position strategically than you have been in some time and my guess is that the reason the market is giving you a ten multiple on your free cash is the market lease your strategic positioning is actually quite precarious. So, can you just elaborate on what gives you confidence strategically, vis-à-vis where you were a few years ago? Thanks. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Well, I guess, I would say a couple of things. One is... one is we have so many building blocks in the company. And the building blocks are our current, first is on balance sheet, right. In today's environment that... you didn't have that real strong balance sheet a couple of year ago because you just raised money for... borrow 120% on your house, but no job, that's changed. We have good management team. So we are solid across the board there and we've got... and probably stronger than we were... we are technically more solid than we've been with really industry-leading DVR products with the ability to do sling and take video with you, with... state of the art satellites are up in our space and enough satellites that the industry had slowed down in terms of the ability to launch, we still have satellites up there right. So, HDTV, which is going to drive a business, we have the ability to be a leader in. DVR is which is going to drive the customer experience for long time. We have the ability to be a leader in. We are probably in a position for more portable and mobile video if that's what our customers want or some... we think we make a bucket. Assets that are out there in the marketplace aren’t being bid up by private equity firms at values that we don't -- that we don't think are sustainable. So we are more competitive, we will go out and acquire a company whereas before we would always, we outbid for companies. So, that's why I think we're... internationally there is things going on that are attractive perhaps to us if things develop. So I think that the best I'd say we're strategically better. From a cash flow perspective, obviously we are generating cash flow and again one option we look at is buying back shares and obviously we have a buying back program out there. But we also look at what we can do strategically and so we have $1.5 billion... potentially $1.5 billion of debt coming due this year. We don't want to be in... we're pretty conservative. We don’t want to be in a position to stay... we don't have the money... ability to pay back our debt. We want to make sure we had $1.5 billion here to pay back our debt in case the markets are shut... or shut down or the debt markets are shut down. So, we have been very conservative, we will see how things go, going forward. I do agree with you, we are underleveraged in the turn, it doesn't... if you just look at it from a financial point of view and you had look at it just in a vacuum, we are certainly underlevered and we certainly probably aren’t... we probably could have increased our financial performance and we certainly can justify more debt. We are just pretty conservative and so we will see how it's going to look like... the markets may be, may be given a little bit more liquid and things may change a little bit, but for now we have been just conservative and make sure we have got enough money to pay back what we owe. And Bernie, do you have anything to add to that? Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes, and the [inaudible]... the market wants the value and they're lots smarter than we are. Jason Bazinet - Citigroup: Okay. Thank you.

Your next question comes from the line of Richard Mak [ph].

Hi. This is Richard Morastik at North Partners [ph]. I know you already answered one working capital question but to dig a little bit further, I'm trying to understand one particular gave rise to the $281 million in trade accounts receivable due from EchoStar? Can you elaborate on that? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Yes. That's actually somewhat of a transitional aberration, I would look at the two in net between DISH and SATS. But it's... just to answer your question specifically, there are purchases in the... purchases in the first quarter that DISH continues to make on behalf of them largely because of logistical issues. These were purchase orders that already were opened at the end of 2007 for many... to buy manufactured equipment from third-party manufacturers. Since the PO still existed into '08, logistically it is much easier just to continue paying that from DISH, rather than canceling those POs and reinitiating that POs from SATS. So there is a good deal of equipment in the first quarter where DISH still bought it on behalf of SATS and SATS still owes that money to DISH. And as I mentioned earlier, [inaudible] as of March 31st. But they will by the time you will see our next results.

This is for set-top box menu -- this is for the set-top box position. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Correct.

Ok. So that portion will reverse the other portion, the -- Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: That's right. [inaudible] and the net of the two was about $200 million sort of cash flows. I think a large part of that will reverse and going forward we'll be paid within 60 days rather than just beyond 60 days in that case. And part of it is a one time increase that won’t reverse, but won’t continue which is our payable growing versus what they did in the past because of a higher-margin and having payables for some of the satellite services that we previously didn't have.

Okay. Bernard L. Han - Executive Vice President and Chief Financial Officer: Okay. I think cash flow is a little bit harder to get a handle one this quarter. It's a little bit, it’s a little bit over stated from what the run-rate would be because of the split of the companies and so it’s a little bit overstated and on the other hand it's not... there is going to be a portion that, I mean, I guess it's a little bit overstated. but the way I would look at it is just take EBITDA less CapEx and just go back and look at previous quarters. And that gives you the trend really.

Right. Bernard L. Han - Executive Vice President and Chief Financial Officer: It is what I, I am having a hard time looking at it too because I look at all the members too and probably in more detail than you guys and I would look at it EBITDA less CapEx and then working capital. In general working capital has been a positive for us as we grow, right. It generally is a positive working capital but I don't take, I assume that maybe I don't have positive working capital and so kind of where we are on the run rate.

Okay. And will you be integrating some of the Sling, Slingbox functionality into set-top boxes going forward? Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes.

So basically what we can get off the Slingbox, a lot of that will be integrated and provided to the customer some -- either free or at some markup, going forward. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Yes. We think, I mean I think that... I think if you relate to travelers maybe college kids, I think people like to take their TV with them and Sling allows you to do that. And today it is a separate box, but there is no reason that couldn't be integrated. Some of that may depend on whether EchoStar can get out the customers to... to buy that technology from them... but certainly from a DISH perspective we are very interested in that product. Because we think there is a... we think there is... I mean, the world is changing right, and broadband is becoming part of the video landscape and it's both... it's both, it's [inaudible], right. it's an opportunity for us but it’s also a potential source of competition. So, today you could.... today you can go to your computer and watch CNN and watch the election results, you don't need a satellite system to do that, you don’t need a phone system to – bundle to do that, our cable is bundled to do that. So, how do you play in that world and that's why I say it's strategic. I think we're pretty, I think we're pretty solid because technically I think we spend a fair amount of time to understand how we think all that's going to go together. And now I got to go execute and put those building blocks together.

Are there patents that prohibit other parties from doing, providing the same services that Slingbox provides. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Sling does have intellectual property. Obviously is... [inaudible] is a good example of that? They may run up people from doing what they are doing. But, I'm sure that Sling would fight as Tevo [ph] has on what they think their intellectual property is...

Okay. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: But, [inaudible] the only thing I know about France [ph] today is that they are always hard fought part and people have different opinions.

Okay. Thank you.

Your next question comes from the line of Gerald Hallowin [ph].

Yes, this is a follow-on to the 700-megahertz and the portability question. I understand you've begun some testing and you will get your Spectrum in February of next year. Can you talk about how quickly you might be able to roll some of the services around that out? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: I don't really because as I said we are in numerous discussions with numerous parties to figure out what makes the most sense and we are testing dbvsh [ph], we have made that announcement. we think that has some... some complementary applications between both the satellite and a terrestrial platform and kind of leaving at that. We are, as I said, very, very really in the process, very, very far away from deploying any meaningful amounts of capital and really want to get as sense as to where the technology is going with not only us but other holder of 700-megahertz capacity to see if we can put together video services they are compelling. So, we are doing testing, we have investments in fact and other parts of the world that are also looking at various technologies and again we're going to be judicious about how we spend our money here, we are not in a hurry to deploy capital from the sake of deploying capital. We think we bought the 700-megahertz asset at an excellent value. We think it gives us to see at the table on a number of various strategic initiatives and we are going to and pass the test multiple transmission technologies and as we get further down that road we'll see where that takes us. But, we are not in a hurry to deploy capital for the sake of deploying capital. We want to make sure that we find a standard that's open, that's consistent with what we have done with DISH Network, and we are always looking for the lowest cost of entry from a handset or a personal media player standpoint. We think there are other applications across the mobile field. So, I don't read too much into our testing other than that we are trying to get well educated about a number of various technologies, so we can... when we come to market and who we come to market with, gives us the type of cost framework that allows us to make a profitable business out of this to complementary to what we already do. I mean nobody is making money in the mobile business today, that I know... So, we'd like to... I mean, I will be prepared when we get our Spectrum next year, that I think we would have gone through the testing, and we will know what we think to make sense, right. Whether we deploy capital at that point, it will be dependent on the marketplace. But, we think that money spent perhaps in the past around the world, United States has been inefficient... more inefficiently spent because you didn't have the power levels or you didn't have the critical mass or the handsets and so forth. So, all of the things kind of have to come together, or else you deploy capital in a little bit less efficient manner.

Do you anticipate that this would be an offering that you'd be marketing generally or primarily to your existing customers, saying here you go, you can now take your TV with you and maybe give more [inaudible] or something like that? Bernard L. Han - Executive Vice President and Chief Financial Officer: I don't think, I think we're looking to making money... Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Because, [inaudible] customer base, we will be happy to work with them so we are not, I mean... Bernard L. Han - Executive Vice President and Chief Financial Officer: You may track on different rate of DISH subscribers, but as Charlie said, our goal is to get the broadest access to the broadest market as possible and to the extent that we can bundle that with a DISH subscriber on effective basis, there is lots of ways to make it more interesting and more incentivized for a DISH customer or a non-DISH customer to participate in a product that has this capability we have had with our DVRs. Our Sling product coupled with a mobile application, we think we are pretty well positioned there. But, that's not going to preclude us from looking at other distribution channels or other customers to get a decent return on the investments that we will ultimately make.

How do you see your offering sitting with the local broadcasters and the... as you pointed out before the sub channels, and the alternative channels, that they're likely to be offering? Bernard L. Han - Executive Vice President and Chief Financial Officer: Well. I think the broadcasters are testing technology, and again we think there is potentially a marriage there between what local broadcasters want to do and what we have in 700-megahertz. Obviously we have more of a national play, they have more of a local play. The technologies that they're looking at you have to figure out how you might interface those technologies with... now we would look at it. In the modulations, the modulations teams are little different, and when you look at what... we look at where we think mobile television goes... we think the modulation schemes that we're looking at probably are a little more efficient than what local broadcasters are kind of married to a standard that was set years ago. It looks like they can make that more efficient, I think, [inaudible] they can make that a little better and maybe we can marry those two things together. But they've got it... we've got to see them pick a standard first.

Well, I mean, ATCMH [ph]. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: You could imagine a product that you got your local channels from their Spectrum when you got to the national channels from us. And that would make Tom... and that would be sensible but that's only one of many possible scenarios I think and outcomes.

Yes. Have you tested the waters with any handset manufacturers to see if they are... what they're willing to do in terms of installing a chip that would support your system or a chip that would support ATSC? Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: We haven't picked the system yet nor have they, So, I think that would be getting ahead of our skews. But, all we look at is, technically could you do it, yes, you could.

Technically, it's all possible. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: Technically, it is not a huge cost. It would not be a huge cost to put two modulation schemes in a handheld or a phone. So I think we got, I think we need to wrap up right now. We need to clear up one question that we had earlier the one that Richardson had asked earlier on the satellite obligation. Bernard L. Han - Executive Vice President and Chief Financial Officer: Yes. There was one thing always we had missed to mention. We're talking about the satellite related obligations going forward. Our Controller here has reminded me at least in the 2008, 2009 timeframe, the satellite related obligations include payments that we now make to EchoStar is that, that it leads to satellite that we spun off as part of the transaction. So, if you want to get a rough idea of the size of that, as you look under our P&L for satellite and transmission expense year-over-year in the quarter, most of that increase is a result of the satellites we are now leasing from that. So that was again a big part of the '08 and '09 I apologize missing that. Charles W. Ergen - Chairman of the Board, President and Chief Executive Officer: So thanks for joining us, today we will wrap up. Just so you all know, I will not be on the conference call in August, the next quarter because I'll be on vacation with my family. I think it was a couple of years ago... its hard to plan with five kids... its hard to plan your vacations around conference call. So I will not been in the conference call, do not be alarmed by that. I would just give you disclosure now and we have able teams to answer the questions for you next quarter. Then I guess it will be probably in early August to some time around. All right, thanks.

Ladies and gentlemen, thank you for your participation. This does conclude today's conference call. You may now disconnect.