UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~2023

☐

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

DISH DBS Corporation

(Exact name of registrant as specified in its charter)


Colorado		84-1328967
(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: None

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 ◻ 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 ⌧◻

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. (Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.) Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻

Accelerated filer ◻

Non-accelerated filer ⌧

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

The aggregate market value of the registrant’s voting interests held by non-affiliates on June 30, ~~2022~~2023 was $0.

As of March 1029, ~~2023~~2024, the registrant’s outstanding common stock consisted of 1,015 shares of common stock, $0.01 par value per share.

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

The following documents are incorporated into this Form 10-K by reference: None

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TABLE OF CONTENTS



	PART I

	Disclosure Regarding Forward-Looking Statements	i
Item 1.	Business	1
Item 1A.	Risk Factors	2
Item 1B.	Unresolved Staff Comments	1821
Item 2.	Properties	19
Item 1C.	Cybersecurity	21
Item 3.	Legal Proceedings	19
Item 2.	Properties	22
Item 4.	Mine Safety Disclosures	19
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1923
Item 7.	Management’s Narrative Analysis of Results of Operations	19
Item 6.	[Reserved]	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 7.	Management’s Narrative Analysis of Results of Operations	23
Item 8.	Financial Statements and Supplementary Data	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 8.	Financial Statements and Supplementary Data	36
Item 9A.	Controls and Procedures	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 9B.	Other Information	33
Item 9A.	Controls and Procedures	36
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	33
Item 9B.	Other Information	36
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	37

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	*
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, and Director Independence	*
Item 14.	Principal Accounting Fees and Services	3437

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	3538
Item 16.	Form 10-K Summary	3840

	Signatures	3941
	Index to Consolidated Financial Statements	F-1

*This item has been omitted pursuant to the reduced disclosure format as set forth in General Instructions (I) (2) (a) and (c) of Form 10-K.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Unless otherwise required by the context, in this report, the words “DISH DBS,” the “Company,” “we,” “our” and “us” refer to DISH DBS Corporation and its subsidiaries, “DISH Network” refers to DISH Network Corporation, our parent company, and its subsidiaries, including us, and “EchoStar” refers to EchoStar Corporation and its subsidiaries, our ultimate parent company.

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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 Annual Report on Form 10-K and represent management’s current views and assumptions. 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, those summarized below:

SUMMARY OF RISK FACTORS

Risks Related to the Integration

●

Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the expected timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration.

Competition and Economic Risks

● We face intense and increasing competition from providers of video, broadband and/or wireless services,. ~~which~~Changing ~~may~~consumer ~~require~~behavior usand tonew ~~further~~technologies ~~increase~~in our Pay-TV business may reduce our subscriber ~~acquisition~~activations and ~~retention~~may ~~spending~~cause our subscribers to purchase fewer services from us or ~~accept~~to ~~lower~~cancel ~~subscriber~~our ~~activations~~services ~~and~~altogether, ~~higher~~resulting ~~subscriber~~in ~~churn~~less revenue to us.

● Changing consumer behavior and new technologies in our Pay-TV business may reduce our 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.

●

Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us.

● ~~Changes~~If inwe ~~how~~are ~~network~~unable ~~operators~~to ~~handle~~take ~~and~~advantage ~~charge~~of ~~for~~technological ~~access~~developments toon ~~data~~a ~~that~~timely ~~travels~~basis, ~~across~~or ~~their~~at ~~networks~~all, ~~could~~we ~~adversely~~may ~~impact~~experience a decline in demand for our ~~Pay-TV~~services or face challenges in implementing or evolving our business strategy.

● Economic weakness and uncertainty may adversely affect our ability to grow or maintain our business.

COVID-19 Pandemic

● The COVID-19 pandemic and its impact on the economic environment generally, and on us specifically, have adversely impacted our business. Furthermore, any continuation or worsening of the pandemic and the economic environment could have a material adverse effect on our business, financial condition and results of operations.

Operational and Service Delivery Risks

● Any deterioration in our operational performance, subscriber activations and churn rate and subscriber satisfaction could adversely affect our business, financial condition and results of operations.

● If our subscriber activations decrease, or if our subscriber churn rate, subscriber acquisition costs or retention costs increase, our financial performance will be adversely affected.

● Our programming expenses are increasing, which may adversely affect our future financial condition and results of operations.

●

We depend on others to provide the programming that we offer to our Pay-TV subscribers and, if we fail to obtain or lose access to certain programming, our Pay-TV subscriber activations and our subscriber churn rate may be negatively impacted.

i● We have limited satellite capacity and any failures or reduced capacity, caused by, among other things, operational and environmental risks, could adversely affect our business, financial condition and results of operations.

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● We may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at all, from local network stations.

● We have experienced cyber-attacks or other malicious activities that disrupted our business and any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations, could harm our business.

●

Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition.

●

We currently depend on DISH Network to provide the vast majority of our satellite transponder capacity and other related services to us. Our business would be adversely affected if DISH Network ceases to provide these services to us and we are unable to obtain suitable replacement services from third parties.

● Our failure to effectively invest in, introduce, and implement new competitive products and services could cause our products and services to become obsolete and could negatively impact our business.i

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●

We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

●

We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations.

●Risks WeRelated ~~have~~to ~~limited satellite capacity and failures or reduced capacity could adversely affect~~ our ~~business,~~Human ~~financial condition and results of operations.~~Capital

● We may have potential conflicts of interest with EchoStar due to our and DISH Network’s common ownership and management.

●

We rely on highly skilled personnel for our business, and any inability to hire and retain key personnel or to hire qualified personnel may negatively affect our business, financial condition and results of operations.

~~Acquisition~~● Our business growth and ~~Capital~~customer ~~Structure~~retention ~~Risks~~strategies rely in part on the work of technically skilled employees.

●Risks ~~Our~~Related ~~parent, DISH Network, has made substantial investments~~ to ~~acquire~~our ~~certain~~Products ~~wireless spectrum licenses~~ and other related assets and we have made and may continue to make funds available to DISH Network in the form of cash distributions or loans in connection with the development of DISH Network’s wireless business.Technology

● Our parent, DISH Network, has made substantial noncontrolling investments in the Northstar Entities and the SNR Entities related to AWS-3 wireless spectrum licenses, and we have made and may make additional cash distributions or loans to DISH Network so that DISH Network may fund the Northstar Entities and the SNR Entities including their obligations to purchase Northstar Manager’s and SNR Management’s ownership interests.

● We may pursue acquisitions and other strategic transactions to complement or expand our business that may not be successful, and we may lose up to the entire value of our investment in these acquisitions and transactions.

● We have substantial debt outstanding and may incur additional debt.

● Our 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 (our “Senior Secured Notes”) are subordinated to our existing unsecured notes and certain future unsecured notes with respect to certain realizations under the Intercompany Loan (defined herein) and any collateral pledged as security therefor.

● We may need additional capital, which may not be available on favorable terms, to continue investing in our business and to finance acquisitions and other strategic transactions.

● Our parent, DISH Network, is controlled by one principal stockholder, who is also our Chairman.

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Legal and Regulatory Risks

●

Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

●

We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

● ~~Our~~If ~~services~~our ~~depend~~products oncontain ~~Federal~~defects, ~~Communications~~we ~~Commission~~could ~~(“FCC”)~~be ~~licenses~~subject ~~that~~to ~~can~~significant ~~expire~~costs orto becorrect ~~revoked~~such ordefects ~~modified~~ and ~~applications~~our ~~for~~product ~~FCC~~and ~~licenses~~network ~~that~~service ~~may~~contracts ~~not~~could be ~~granted~~delayed or cancelled, which could adversely affect our revenue.

●Risks IfRelated ~~our~~to ~~internal controls are not effective, our business, DISH Network’s stock price and investor confidence in our financial results may be adversely affected.~~Cybersecurity

● We have experienced and may ~~face~~experience ~~other~~in ~~risks~~the ~~described~~future ~~from~~consistent ~~time~~cyber-attacks and attempts to ~~time~~gain inunauthorized ~~periodic~~access to our systems and ~~current~~any ~~reports~~failure weor ~~file~~inadequacy ~~with~~of ~~the~~our ~~Securities~~information technology infrastructure and ~~Exchange~~communications ~~Commission~~systems ~~(“SEC”)~~or those of third parties that we use in our operations could disrupt or harm our business.

●

The confidentiality, integrity, and availability of our services and products depends on the continuing operation of our information technology and other enabling systems.

Acquisition and Capital Structure Risks

●

We have substantial debt outstanding and may incur additional debt and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity.

●

Our parent, DISH Network, has made substantial investments to acquire certain wireless spectrum licenses and other related assets, and we have made and may continue to make funds available to DISH Network in the form of cash distributions or loans in connection with the development of DISH Network’s wireless business.

●

We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions.

●

Our Senior Secured Notes (defined herein) are subordinated to our existing unsecured notes and certain future unsecured notes with respect to certain realizations under the Intercompany Loan (defined herein) and any collateral pledged as security therefor.

●

We will need additional capital, which may not be available on favorable terms, to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions.

●

Our ultimate parent, EchoStar, is controlled by one principal stockholder, who is also our Chairman.

Risks Related to the Regulation of Our Business

●

Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted.

Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K, those discussed in “Management’s Narrative Analysis of Results of Operations” herein and those discussed in other documents we file with the SEC. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and we expressly disclaim any obligation to update these forward-looking statements.

~~iii~~ii

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PART I

Item 1. BUSINESS

Brief Description of our Business

DISH DBS is a holding company and was organized in 1996 as a corporation under the laws of the State of Colorado. Its subsidiaries, together with DISH DBS Corporation, are referred to as “DISH DBS,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context. DISH DBS is an indirect, wholly-owned subsidiary of DISH Network, which is a wholly-owned subsidiary of EchoStar Corporation (“EchoStar”), a publicly traded company listed on the ~~Nasdaq~~NASDAQ Global Select Market~~. DISH~~ ~~DBS~~(“NASDAQ”) ~~was formed~~ under ~~Colorado~~the ~~law~~symbol ~~in January 1996~~“SATS.” Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112 and our telephone number is (303) 723-1000. We refer readers of this report to ~~DISH Network~~EchoStar’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. Our subsidiaries operate one business segment.

~~Pay-TV~~Recent Developments

~~We offer pay-TV services under the~~ DISH® ~~brand~~Network’s ~~and~~Merger ~~the~~with SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international and Latino video programming services (“SLING TV”). As of December 31, 2022, we had 9.750 million Pay-TV subscribers in the United States, including 7.416 million DISH TV subscribers and 2.334 million SLING TV subscribers.EchoStar

~~Business~~On ~~Strategy~~December 31, 2023, EchoStar completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among EchoStar, EAV Corp., a Nevada corporation and its wholly-owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which EchoStar acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as its wholly-owned subsidiary.

~~Our~~For ~~Pay-TV~~more ~~business~~information ~~strategy~~and isa tocopy ~~be the best provider~~ of ~~video services in~~ the ~~United~~Amended ~~States~~Merger byAgreement, ~~providing~~see ~~products with~~ the ~~best technology, outstanding customer service, and great value. We promote our Pay~~Form 8-TVK ~~services~~of byEchoStar ~~providing~~filed ~~our~~on subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV servicesOctober 3, as2023 ~~well as to current~~ and ~~recent~~the ~~traditional pay~~Form 8-TVK ~~subscribers~~of ~~who~~EchoStar ~~desire~~filed aon ~~lower~~January 2, ~~cost alternative~~2024.

●With ~~Products~~the ~~with~~Merger ~~the~~complete, ~~Best~~we ~~Technology.~~are Wecurrently ~~offer~~focused aon ~~wide~~the ~~selection~~process of ~~local~~integrating ~~and~~our ~~national HD programming~~ and ~~are~~EchoStar’s abusiness ~~technology leader~~ in ~~our~~a ~~industry,~~manner ~~offering~~that ~~award-winning~~facilitates ~~DVRs (including our Hopper® whole-home HD DVR)~~synergies, ~~multiple~~cost ~~tuner receivers~~savings, ~~video~~growth onopportunities ~~demand~~ and ~~external~~achieves ~~hard~~other ~~drives.~~anticipated Webenefits ~~offer several SLING TV services, including SLING Orange~~ (~~our single-stream SLING domestic service~~the “Integration”), SLING Blue (our multi-stream SLING domestic service), SLING International, and SLING Latino, among others, as well as add-on extras, direct to consumer services, pay-per-view events and a cloud-based DVR service.

● Outstanding Customer Service. We strive to provide outstanding customer service by improving the quality of the initial installation of subscriber equipment, improving the reliability of our equipment, better educating our customers about our products and services, and resolving customer problems promptly and effectively when they arise.Pay-TV

●We ~~Great~~offer ~~Value.~~pay-TV Weservices ~~have~~under ~~historically~~the ~~been~~DISH® ~~viewed~~brand asand the ~~low~~SLING® brand (collectively “Pay-~~cost~~TV” ~~provider~~services). The inDISH ~~the~~branded pay-TV ~~industry~~service inconsists ~~the~~of, ~~United~~among ~~States.~~other ~~However~~things, ~~today~~Federal ~~with~~Communications ~~DISH~~Commission ~~TV,~~(“FCC”) welicenses ~~are~~authorizing ~~focused~~us onto ause ~~message~~direct ofbroadcast ~~Service,~~satellite ~~Value~~(“DBS”) and ~~Technology.~~Fixed ~~For~~Satellite ~~example,~~Service ~~for~~(“FSS”) ~~certain~~spectrum, ~~new~~our owned and ~~qualifying~~leased ~~customers~~satellites, wereceiver ~~guarantee~~systems, ~~our~~broadcast ~~pricing~~operations, ~~for~~a ~~certain~~leased ~~programming~~fiber ~~packages~~optic network, in-home service and ~~equipment~~call ~~for~~center aoperations, ~~three-year~~and ~~period~~certain ~~with~~other aassets ~~two-year~~utilized ~~commitment.~~in our operations (“DISH TV”). We also ~~offer~~design, adevelop ~~differentiated~~and ~~customer~~distribute ~~experience~~receiver ~~with~~systems ~~our~~and ~~award-winning~~provide ~~Hopper®~~digital ~~platform~~broadcast ~~that~~operations, ~~integrates~~including ~~voice~~satellite ~~control~~uplinking/downlinking, ~~powered~~transmission byand ~~Google~~other ~~Assistant,~~services ~~access~~ to ~~apps~~third-party ~~including~~pay-TV ~~Netflix,~~providers. The ~~Prime~~SLING ~~Video~~branded ~~and~~pay-TV ~~YouTube,~~services ~~and~~consist ~~the~~of, ~~ability~~among toother ~~watch~~things, ~~live~~multichannel, ~~recorded~~live-linear and Onon-demand ~~Demand~~streaming ~~content~~over-the-top ~~anywhere~~(“OTT”) ~~with~~Internet-based ~~the~~domestic, ~~DISH~~international, ~~Anywhere~~Latino ~~mobile~~and ~~application.~~Freestream video programming services (“SLING TV”). As ~~another~~of ~~example~~December 31, 2023, ~~our~~we ~~SLING~~had ~~Orange~~8.526 ~~service~~million ~~and~~Pay-TV ~~our~~subscribers ~~SLING~~in ~~Blue~~the ~~service~~United ~~are~~States, ~~two~~including of6.471 ~~the~~million ~~lowest~~DISH ~~priced~~TV ~~live-linear~~subscribers ~~online~~and ~~streaming~~2.055 ~~services~~million inSLING ~~the~~TV ~~industry~~subscribers.

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Business Strategy

~~WHERE~~Our ~~YOU~~Pay-TV ~~CAN~~business ~~FIND~~strategy ~~MORE~~is ~~INFORMATION~~to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service, and great value. We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.

We● ~~are~~Products ~~subject~~with to the ~~informational~~Best ~~requirements~~Technology. We offer a wide selection of ~~the~~local ~~Exchange~~and ~~Act~~national HD programming and ~~accordingly~~are ~~file~~a ~~our~~technology ~~annual~~leader ~~reports~~in onour ~~Form 10-K~~industry, ~~quarterly~~offering ~~reports~~award-winning onDVRs ~~Form 10~~(including our Hopper® whole-Qhome HD DVR), ~~current~~multiple ~~reports~~tuner receivers, video on ~~Form 8-K~~demand and ~~other~~external ~~information~~hard ~~with~~drives. ~~the~~We ~~SEC. As~~offer anseveral ~~electronic~~SLING ~~filer~~TV services, ~~our~~including ~~public~~SLING ~~filings~~Orange ~~are~~(our ~~also~~single-stream ~~maintained~~SLING ondomestic ~~the~~service), ~~SEC’s~~SLING ~~Internet~~Blue ~~site~~(our ~~that~~multi-stream ~~contains~~SLING ~~reports~~domestic service), ~~proxy~~International, Latino and ~~information statements~~Freestream, ~~and~~among ~~other~~others, ~~information~~as ~~regarding~~well ~~issuers~~as ~~that~~add-on ~~file~~extras, ~~electronically~~direct ~~with~~to ~~the~~consumer ~~SEC. The~~services, ~~address~~pay-per-view ofevents ~~that~~and ~~website~~a iscloud-based ~~http://www~~DVR service.~~sec.gov.~~

~~WEBSITE~~● ~~ACCESS~~Outstanding Customer Service. We strive to provide outstanding customer service by, among other things, improving the quality of the initial installation of subscriber equipment, improving the reliability of our equipment, better educating our customers about our products and services, and resolving customer problems promptly and effectively when they arise.

~~Our~~● ~~annual~~Great ~~reports~~Value. onWe ~~Form 10-K,~~have ~~quarterly~~historically ~~reports~~been onviewed ~~Form 10~~as the low-Q,cost ~~current~~provider ~~reports~~in onthe ~~Form 8~~pay-KTV ~~and~~industry ~~amendments~~in tothe ~~those~~United ~~reports~~States. ~~filed~~However, ortoday ~~furnished~~with ~~pursuant~~DISH toTV, ~~Section 13(~~we are focused on a~~) or~~ ~~15(d)~~ message of ~~the~~Service, ~~Exchange~~Value ~~Act~~and ~~also~~Technology. ~~may~~We bealso ~~accessed~~offer ~~free~~a ofdifferentiated ~~charge~~customer ~~through~~experience ~~the~~with ~~website~~our ofaward-winning ~~our~~Hopper® ~~parent~~platform ~~company,~~that ~~DISH~~integrates ~~Network,~~voice ascontrol ~~soon~~powered asby ~~reasonably~~Google ~~practicable~~Assistant, ~~after~~access weto ~~have~~apps ~~electronically~~including ~~filed~~Netflix, ~~such~~Prime ~~material~~Video ~~with~~and YouTube, orand ~~furnished~~the itability to watch live, recorded and On Demand content anywhere with the ~~SEC~~DISH Anywhere mobile application. ~~The~~ ~~address~~As another example, our SLING Orange service and our SLING Blue service are two of ~~that~~the ~~website~~lowest ispriced ~~https://ir~~live-linear online streaming services in the industry.~~dish.com/.~~

WeWEBSITE have adopted a written code of ethics that applies to all of our directors, officers and employees, including our principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our code of ethics is available on the website of our parent company, DISH Network, at https://ir.dish.com/. In the event that we make changes in, or provide waivers of, the provisions of this code of ethics that the SEC requires us to disclose, we intend to disclose these events on DISH Network’s website.ACCESS

As a result of the Merger, we are no longer subject to the informational requirements of Section 13(a) or 15(d) of the Exchange Act and accordingly voluntarily file with the SEC. Our SEC filings may be accessed free of charge through the website of our ultimate parent, EchoStar, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. The address of that website is https://ir.echostar.com/.

Item 1A. RISK FACTORS

The risks and uncertainties described below are not the only ones facing us. WeIf ~~may~~any ~~face~~of ~~other~~the ~~risks~~following ~~described~~events ~~from~~occur ~~time~~or toevolve ~~time~~ in ~~periodic~~a ~~and~~way ~~current~~different ~~reports~~than ~~we file with the SEC. If any of the following events occur~~expected, our business, financial condition and/or results of operations could be materially and adversely affected.

Risks Related to the Integration

Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the anticipated timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration of the companies.

Our ability to realize the anticipated benefits of the Merger will depend, to a large extent, on our ability to integrate EchoStar’s and our businesses in a manner that facilitates growth opportunities and achieves the anticipated benefits. In addition, some of the anticipated synergies are not expected to occur for a significant time period following the completion of the Merger and will require substantial capital expenditures to achieve. There can be no guarantee we will achieve any of these benefits on the anticipated timeframe or at all.

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The combination of two separate companies is complex, costly and time-consuming and may require significant management attention and resources which may divert attention from our business and operations. The failure to meet the challenges involved in combining the two companies and to realize the anticipated benefits of the Merger could, among other things, cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations. The overall combination of the two companies may also result in, among other things, material unanticipated problems, expenses, liabilities, competitive responses and loss of customer and other business relationships. The difficulties of combining our operations include, among others:

●

diversion of management and employee attention to Integration matters;

●

difficulties in integrating operations and systems, including, but not limited to, communications systems, administrative and information technology infrastructure, financial reporting and internal control systems;

●

challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

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difficulties in integrating employees and teams of the respective businesses and attracting and retaining key personnel;

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challenges in retaining and obtaining customers, suppliers and other commercial relationships;

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difficulties in managing the expanded operations of a larger and more complex company; and

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potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Integration.

Many of these factors are outside of our control and any of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact our business, financial condition and results of operations. In addition, even if the operations of the companies are integrated successfully, the full benefits of the Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. As a result, it cannot be assured that the Integration will result in the realization of the full benefits expected from the Merger within the anticipated time frames, or at all.

Competition and Economic Risks

We face intense and increasing competition from providers of video, broadband and/or wireless services, which may require us to further increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.

Our Pay-TV business faces substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including, but not limited to, wireless service providers. In recent years, the traditional pay-TV industry has matured, and industry consolidation and convergence have created competitors with greater scale and multiple product/service offerings. Some of these services charge nominal or no fees for access to their content, which could adversely affect demand for our Pay-TV services. Moreover, new technologies have been, and will likely continue to be, developed that further increase the number of competitors we face with respect to video services, including, but not limited to, competition from piracy-based video offerings. These developments, among others, have contributed to intense and increasing competition, which we expect to continue.

We face increasing competition from content providers and other companies who distribute video directly to consumers over the Internet. These content providers and other companies, as well as traditional satellite television providers, cable companies and large telecommunication companies, are rapidly increasing their Internet-based video offerings. See “Item 7. Management’s Narrative Analysis of Results of Operations – Trends – Competition” in this Annual Report on Form 10-K for further information.

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Mergers and acquisitions, joint ventures and alliances among cable television providers, telecommunications companies, programming providers and others may result in, among other things, greater scale and financial leverage and increase the availability of offerings from providers capable of bundling video, broadband and/or wireless services in competition with our services, and may exacerbate the risks described herein. Such providers may be able to, among other things, utilize their increased leverage over third-party content owners and programmers to withhold online rights from us and reduce the price they pay for programming at the expense of other MVPDs, including us; underutilize key orbital spectrum resources that could be more efficiently used by us; foreclose or degrade our online video offerings at various points in the broadband pipe; and impose data caps on consumers who access our online video offerings. See “Item 7. Management’s Narrative Analysis of Results of Operations – Trends – Programming” in this Annual Report on Form 10-K for further information.

We believe that the availability and extent of programming, including, but not limited to, unique programming services such as foreign language, sports programming and original content, and other value-added services such as access to video via mobile devices, continue to be significant factors in consumers’ choice among pay-TV providers. Other pay-TV providers may have more successfully marketed and promoted their programming packages and value-added services and may also be better equipped and have greater resources to increase their programming offerings and value-added services to respond to increasing consumer demand. We may be required to make substantial additional investments in infrastructure to respond to competitive pressure to deliver enhanced programming and other value-added services, and there can be no assurance that we will be able to compete effectively with offerings from other pay-TV providers.

Furthermore, this increasingly competitive environment may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn. Increasingly, we must seek to attract a greater proportion of new subscribers from our competitors’ existing subscriber bases rather than from first-time purchasers of pay-TV services. In addition, because other pay-TV providers may be seeking to attract a greater proportion of their new subscribers from our existing subscriber base, we may be required to increase retention spending and/or provide greater discounts or credits to acquire and retain subscribers who may spend less on our services. Our SLING TV subscribers on average purchase lower-priced programming services than do DISH TV subscribers. Accordingly, an increase in SLING TV subscribers has a negative impact on our Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). If our Pay-TV ARPU decreases or does not increase commensurate with increases in programming or other costs, our margins may be reduced and the long-term value of a subscriber would then decrease and could have a material adverse effect on our business, results of operations and financial condition.

In addition, as a result of this increased competitive environment and the maturation of the pay-TV industry, future growth opportunities of our DISH TV business may be limited and our margins may be reduced, which could have a material adverse effect on our business, results of operations and financial condition. Our gross new DISH TV subscriber activations continue to be negatively impacted by stricter subscriber acquisition policies (including, but not limited to, a focus on attaining higher quality subscribers) and increased competitive pressures, including, but not limited to, aggressive marketing, more aggressive retention efforts, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. In addition, we face increased competitive pressures from content providers and other companies who distribute video directly to consumers over the Internet. These content providers and other companies, as well as traditional satellite television providers, cable companies and large telecommunication companies, are rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content. There can be no assurance that our gross new DISH TV subscriber activations, net DISH TV subscriber additions, and DISH TV churn rate will not continue to be negatively impacted and that the pace of such negative impact will not accelerate. In the event that our DISH TV subscriber base continues to decline or such decline accelerates, it could have a material adverse effect on our business, results of operations and financial condition.

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Changing consumer behavior and new technologies in our Pay-TV business may reduce our 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.

New technologies, products and services are driving rapid changes in consumer behavior as consumers seek more control over when, where and how they consume content and access ~~communications~~communication services. In particular, through technological advancements and with the large increase in the number of consumers with broadband service, a significant amount of video content has become available through online content providers for users to stream and view on their personal computers, televisions, phones, tablets, ~~videogame~~video game consoles and other devices, in some cases without a fee required to access the content. While our subscribers can use their traditional video subscription to access mobile programming, an increasing number of subscribers are also using mobile devices as the sole means of viewing video, and an increasing number of non-traditional video providers is developing content and technologies to satisfy that demand. For example, these technological advancements, changes in consumer behavior, and the increasing number of choices available to consumers regarding the means by which consumers obtain video content may cause DISH TV subscribers to disconnect our services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through online content providers a certain portion of the services that they would have historically purchased from us. These technological advancements and changes in consumer behavior and/or our failure to effectively anticipate or adapt to such changes, could reduce our gross new Pay-TV subscriber activations and increase our subscriber churn rate and could have a material adverse effect on our business, results of operations and financial condition.

New technologies could also create new competitors for us. For instance, we face increasing consumer demand for the delivery of digital video services via the Internet. We expect to continue to face increased competition from companies who use the Internet to deliver digital video services as the speed and quality of broadband and wireless networks continue to improve.

The cost of programming represents the largest percentage of our overall Pay-TV costs. Certain of our competitors own directly, partner with, and/or are affiliated with companies that own programming content that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective subscribers. Unlike our larger cable and satellite competitors, some of which also provide internet or broadband based pay-TV services, we have not made significant investments in programming providers. In addition, certain programmers have begun offering a greater amount of their content on a direct-to-consumer basis, including, but not limited to, exclusive and non-exclusive content. As a result, it may be more difficult for us to obtain access to such programming networks on nondiscriminatory and fair terms, or at all. See “Item 1. Business – Government Regulations – FCC Regulations ~~Governing~~Applicable ~~our~~to ~~Pay-TV~~Our Operations – Cable Act and Program Access” in ~~DISH Network~~EchoStar’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for further information.

Changes in how network operators handle and charge for access to data that travels across their networks could adversely impact our Pay-TV business.

With respect to our Pay-TV business, we rely upon the ability of consumers to access our SLING TV services and certain DISH TV functionality through the Internet. If network operators block, restrict, slow-down or throttle or otherwise impair access to our services over their networks, our business could be negatively affected. To the extent that network operators implement usage-based pricing including, but not limited to, meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our SLING TV subscriber count could be negatively impacted. Furthermore, to the extent network operators create tiers of Internet access service and either charge us for or prohibit us from being available through these tiers, our SLING TV business could be negatively impacted.

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In addition, many network operators that provide consumers with broadband service also provide these consumers with video programming, and these network operators may have an incentive to use their network infrastructure in a manner adverse to our continued growth and success. These risks may be exacerbated to the extent network operators are able to provide preferential treatment to their data, including, for example, by offering wireless subscribers access to owned video content over the Internet without counting against a subscriber’s monthly data caps ~~(“zero rating”)~~, which may give an unfair advantage to the network operator’s own video content.

We cannot predict with any certainty the impact to our business that may result from changes in how network operators handle and charge for access to data that travels across their networks.

Economic weakness and uncertainty may adversely affect our ability to grow or maintain our business.

Our ability to grow or maintain our business may be adversely affected by economic weakness and uncertainty, which could result in the following:

●

Fewer subscriber activations and increased subscriber churn rate. We could face fewer subscriber activations and increased subscriber churn rate due to, among other things: (i) certain economic factors that impact consumers, including, among others, inflation, rising interest rates, a potential downturn in the housing market in the United States (including a decline in housing starts) and higher unemployment, which could lead to a lack of consumer confidence and lower discretionary spending; (ii) increased price competition for our products and services; and (iii) the potential loss of independent third-party retailers, who generate a meaningful percentage of our gross new DISH TV subscriber activations, because many of them are small businesses that are more susceptible to the negative effects of economic weakness. In particular, our DISH TV churn rate may increase with respect to subscribers who purchase our lower tier programming packages and who may be more sensitive to economic weakness, including, among others, our pay-in-advance subscribers.

● Higher subscriber acquisition and retention costs. Our profits may be adversely affected by increased subscriber acquisition and retention costs necessary to attract and retain high-quality subscribers during a period of economic weakness.

We are also subject to inflationary cost pressures, and if inflation continues or worsens, it could negatively impact us by increasing, among other things, our operating expenses. Inflation may lead to cost increases in multiple areas across our business, for example, rises in the prices of raw materials and manufactured goods, increased energy rates, as well as increased wage pressures and other expenses related to our labor, programming and other costs. While we attempt to increase our revenue to offset increases in costs, there is no assurance that we will be able to do so on an acceptable timeline or at all. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity.

COVID-19 Pandemic

The COVID-19 pandemic and its impact on the economic environment generally, and on us specifically, have adversely impacted our business. Furthermore, any continuation or worsening of the pandemic and the economic environment could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic caused, and any resurgence of the pandemic could again cause a significant reduction in global economic activity, which could affect our customers’ purchasing decisions.

Other effects of the pandemic included, and may continue to include, significant volatility and disruption of the global financial markets; adverse revenue and net income effects; disruptions to our operations, including suspension or deferral of in-home installations; limitations on access to sources of liquidity; supply chain disruptions; limitations on access to raw materials; employee impacts from illness; and local and regional closures or lockdowns, including temporary closures of our facilities and the facilities of our customers and suppliers.

The extent to which our operating and financial results will continue to be affected by the pandemic will depend on various factors beyond our control, such as the continued severity of the pandemic, including any sustained geographic resurgence; the emergence of new variants and strains of the COVID-19 virus; and the success of actions to contain or treat the virus. COVID-19, and volatile regional and global economic conditions stemming from the pandemic, could also aggravate our other risk factors described in this section.

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Operational and Service Delivery Risks

Any deterioration in our operational performance and subscriber satisfaction could adversely affect our business, financial condition and results of operations.

If our operational performance and subscriber satisfaction with respect to our Pay-TV ~~services~~business were to deteriorate, we may experience a decrease in subscriber activations and an increase in our subscriber churn rate, which could have a material adverse effect on our business, financial condition and results of operations. To improve our operational performance, we continue to make investments in staffing, training, information systems and other initiatives, primarily in our call center and in-home service operations. These investments are intended to, among other things, help combat inefficiencies introduced by the increasing complexity of our business, improve subscriber satisfaction, reduce subscriber churn, increase productivity and allow us to scale better over the long run. We cannot, however, be certain that our spending will ultimately be successful in improving our operational performance, and if unsuccessful, we may have to incur higher costs to improve our operational performance. While we believe that such costs will be outweighed by longer-term benefits, there can be no assurance when or if we will realize these benefits at all.

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If our subscriber activations decrease, or if our subscriber churn rate, subscriber acquisition costs or retention costs increase, our financial performance will be adversely affected.

We may incur increased costs to acquire new subscribers and retain existing subscribers to our Pay-TV ~~services~~business. For example, with respect to our Pay-TV business, our gross new DISH TV subscriber activations, net DISH TV subscriber additions, and DISH TV churn rate continue to be negatively impacted by stricter subscriber acquisition and retention policies for our DISH TV subscribers~~, including an emphasis on acquiring and retaining higher quality subscribers~~. In addition, our subscriber acquisition costs could increase as a result of increased spending for advertising and, with respect to our DISH TV services, the installation of more DVR receivers, which are generally more expensive than other receivers. Retention costs with respect to our DISH TV services may be driven higher by, among other things, increased upgrades of existing subscribers’ equipment ~~to DVR receivers~~.

Although we expect to continue to incur expenses, such as providing retention credits and other subscriber acquisition and retention expenses, to attract and retain subscribers, there can be no assurance that our efforts will generate new subscribers or result in a lower churn rate. Our subscriber acquisition costs and our subscriber retention costs can vary significantly from period to period and can cause material variability to our net income (loss) ~~and free cash flow~~. Any material increase in subscriber acquisition or retention costs from current levels could have a material adverse effect on our business, financial condition and results of operations.

Our programming expenses are increasing, which may adversely affect our future financial condition and results of operations.

Our programming costs represent a significant component of our total expense and we expect these costs to continue to increase on a per subscriber basis. The pay-TV industry has continued to experience an increase in the cost of programming, especially local broadcast channels and sports programming. In addition, certain programming costs are rising at a much faster rate than wages or inflation. These factors may be exacerbated by, among other factors, the increasing trend of consolidation in the media industry, ~~and~~ partnerships between companies that offer pay-TV services and programmers and increased direct-to-consumer offerings of both exclusive and non-exclusive content, which may further increase our programming expenses. Our ability to compete successfully will depend, among other things, on our ability to continue to obtain desirable programming and deliver it to our subscribers at competitive prices.

~~When~~In ~~offering new programming~~addition, orincreases ~~upon~~in ~~expiration of existing contracts,~~ programming ~~suppliers~~costs ~~have~~cause ~~historically~~us ~~attempted~~ to increase the rates that ~~they~~we charge usour ~~for~~Pay-TV ~~programming. We expect this practice to continue~~subscribers, which, ifcould ~~successful,~~in ~~would~~turn ~~increase~~cause our ~~programming~~existing ~~costs. In~~Pay-TV ~~addition,~~subscribers ~~our programming expenses may also increase as we add programming~~ to ~~our~~disconnect ~~video services or distribute existing programming to~~ our ~~subscribers through additional delivery services~~service. ~~As a result~~Therefore, ~~our~~we ~~margins~~ may ~~face~~be ~~further pressure if we are~~ unable to ~~renew~~pass ~~our~~increased ~~long-term~~ programming ~~contracts~~costs on ~~acceptable pricing and other economic terms. Alternatively,~~ to ~~attempt~~our ~~to mitigate the effect of price increases or for other reasons~~subscribers, wewhich ~~may~~could ~~elect~~have ~~not~~a tomaterial ~~carry~~adverse oreffect ~~may~~on beour ~~unable to carry certain channels~~business, ~~which~~financial ~~could~~condition ~~adversely~~and ~~affect~~results ~~our~~of ~~net Pay-TV subscriber additions~~operations.

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In addition, increases in programming costs cause us to increase the rates that we charge our Pay-TV subscribers, which could in turn cause our existing Pay-TV subscribers to disconnect our service or cause potential new Pay-TV subscribers to choose not to subscribe to our service. Therefore, we may be unable to pass increased programming costs on to our subscribers, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on certain third parties to provide us with programming services. Our programming agreements have remaining terms ranging from less than one to up to several years and contain various renewal, expiration and/or termination provisions. We may not be able to renew these agreements on acceptable terms or at all, and these agreements may be terminated prior to expiration of their original terms. ~~Negotiations~~In ~~over programming carriage contracts are generally contentious~~addition, ~~and certain programmers have, in the past, limited~~ our ~~access~~ability to ~~their~~provide ~~programming~~services inunder ~~connection~~these ~~with~~agreements ~~those negotiations~~ and ~~the~~negotiate ~~scheduled~~acceptable ~~expiration~~terms ofdepends ~~their~~on, ~~programming~~among ~~carriage~~other ~~contracts with us. In recent years~~things, ~~our~~the ~~net~~number of Pay-TV ~~subscriber~~subscribers ~~additions~~we have, ~~been~~our ~~negatively~~actual, ~~impacted~~perceived asor aanticipated ~~result~~financial ofcondition ~~programming interruptions~~ and ~~threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. We cannot predict with any certainty the impact to~~ our ~~net~~negotiating ~~Pay-TV~~power ~~subscriber~~against ~~additions,~~each ~~gross new DISH TV subscriber activations~~programmer, ~~and~~which ~~DISH~~can TVvary ~~churn~~depending ~~rate~~on ~~resulting from programming interruptions or threatened programming interruptions that may occur in~~ the ~~future. As~~size aand ~~result,~~scale ~~we may at times suffer from periods~~ of ~~lower~~such ~~net Pay-TV subscriber additions or higher net Pay-TV subscriber losses~~programmer.

Negotiations over programming carriage contracts are generally contentious, and certain programmers have, in the past, limited our access to their programming in connection with those negotiations and the scheduled expiration of their programming carriage contracts with us. In recent years, our net Pay-TV subscriber additions have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. In addition, certain content providers have begun making a greater percentage of their content available as a stand-alone product available direct-to-consumer and acceleration of this trend may result in lower net Pay-TV subscriber additions, higher net Pay-TV subscriber losses and increased DISH TV churn rate.

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We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.

We typically have a few programming contracts with major content providers up for renewal each year and if we are unable to renew any of these agreements on acceptable terms or at all, or the other parties terminate the agreements, there can be no assurance that we would be able to obtain substitute programming, or that such substitute programming would be comparable in quality or cost to our existing programming. In addition, failure to obtain access to certain programming or loss of access to programming, particularly programming provided by major content providers and/or programming popular with our subscribers, could have a material adverse effect on our business, financial condition and results of operations, including, among other things, our net Pay-TV subscriber additions.

Our programming signals in our Pay-TV business are subject to theft, and we are vulnerable to other forms of fraud that could require significant expenditures to remedy. Increases in theft of our signal or our competitors’ signals could, in addition to reducing gross new DISH TV subscriber activations, also cause our DISH TV churn rate to increase.

We may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at all, from local network stations.

The Copyright Act generally gives satellite companies a statutory copyright license to retransmit local broadcast channels by satellite back into the market from which they originated, subject to obtaining the retransmission consent of local ~~network~~broadcast television stations that do not elect “must carry” status, as required by the Communications Act. If we fail to reach retransmission consent agreements with such broadcasters, we cannot carry their signals. This could have an adverse effect on our strategy to compete with cable and other satellite companies that provide local signals. While we have generally been able to reach retransmission consent agreements with most of these local network stations, from time to time there are stations with which we have not been able to reach an agreement, resulting in the removal of their channels primarily from our DISH TV lineup. There can be no assurance that we will secure these agreements or that we will secure new agreements on acceptable terms, or at all, upon the expiration of our current retransmission consent agreements, some of which are short-term.

In recent years, national broadcasters have used their ownership of certain local broadcast stations to require us to carry additional cable programming in exchange for retransmission consent of their local broadcast stations. These requirements may place constraints on available capacity on our satellites for other programming. Furthermore, the rates we are charged for retransmitting local channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers, which could have a material adverse effect on our business, financial condition and results of operations.

7We have limited satellite capacity and failures or reduced capacity could adversely affect our business, financial condition and results of operations.

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We have experienced cyber-attacks or other malicious activities that disrupted our business and any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations, could harm our business.

InOperation ~~February~~of ~~2023,~~our wePay-TV ~~disclosed~~business requires that ~~our~~we ~~systems~~have ~~were~~adequate ~~subject~~satellite totransmission acapacity ~~cyber-security~~for ~~incident~~the ~~that~~programming ~~compromised~~we ~~certain data~~offer. While ~~With~~we ~~the~~generally ~~assistance~~have ofhad ~~outside cyber~~in-~~security~~orbit ~~experts,~~satellite wecapacity ~~continue~~sufficient to ~~investigate~~transmit ~~the~~our ~~incident~~existing ~~and~~channels ~~will notify any impacted individuals consistent with state~~ and ~~federal~~some ~~requirements. We~~backup ~~are~~capacity ~~incurring certain cyber-security-related expenses, including costs~~ to ~~remediate~~recover the ~~incident~~transmission ~~and~~of ~~provide~~certain ~~additional~~critical ~~customer support~~programming, ~~and~~our ~~expect~~backup tocapacity ~~incur~~is ~~additional expense in future periods resulting from the cyber-security incident~~limited.

WeOur ~~are~~ability ~~subject~~ to ~~persistent~~earn ~~cyber-security~~revenue ~~incidents~~from ~~and~~our ~~threats~~Pay-TV tobusiness ~~our~~depends ~~networks~~on, ~~and~~among ~~systems. Although~~other wethings, ~~take~~the ~~protective~~usefulness ~~measures~~of ~~designed~~our toowned ~~secure~~and ~~our~~leased ~~information~~satellites, ~~technology~~each ~~systems~~of ~~and~~which ~~endeavor~~has toa ~~modify~~limited ~~such~~useful ~~protective~~life. A ~~measures~~number asof ~~circumstances~~factors ~~warrant,~~affect ~~our~~the ~~information~~useful ~~technology~~lives ~~hardware~~of ~~and~~the ~~software~~satellites, ~~infrastructure~~including, ~~and~~among ~~communications~~other ~~systems~~things, orthe ~~those~~quality of ~~third~~their ~~parties~~construction, ~~that~~the wedurability ~~use~~of intheir ~~our~~component ~~operations~~parts, ~~may~~the beability ~~vulnerable~~ to acontinue ~~variety~~to ofmaintain ~~interruptions,~~proper ~~including,~~orbits ~~without~~and ~~limitation,~~the ~~natural~~control ~~disasters,~~over ~~terrorist~~the ~~attacks,~~satellites’ ~~telecommunications failures~~functions, ~~cyber-attacks~~the ~~and~~efficiency ~~other~~of ~~malicious~~the ~~activities~~launch ~~such~~vehicles ~~as unauthorized access~~used, ~~physical~~and orthe ~~electronic~~remaining ~~break~~on-~~ins,~~board ~~misuse,~~fuel ~~computer~~following ~~viruses~~in-orbit orinsertion. Generally, ~~other~~the ~~malicious~~minimum ~~code,~~design ~~computer~~life ~~denial~~of each of ~~service~~our ~~attacks~~owned and ~~other~~leased ~~events~~satellites ~~that~~ranges ~~could~~from ~~disrupt~~12 orto ~~harm~~15 ~~our business~~years. ~~The~~We ~~protective~~can ~~measures~~provide weno ~~take~~assurance, ~~may~~however, ~~not~~as beto ~~sufficient~~the ~~for~~actual ~~all~~useful ~~eventualities~~lives ~~and~~of ~~may~~any ~~themselves~~of bethese ~~vulnerable to hacking, malfeasance, system error or other irregularities~~satellites. ~~For~~Our ~~example,~~operating ~~certain~~results ~~parties~~could ~~may~~be ~~attempt~~adversely toaffected ~~fraudulently~~if ~~induce~~the ~~employees~~useful orlife ~~subscribers~~of ~~into~~any ~~disclosing~~of ~~usernames,~~our ~~passwords~~owned or ~~other~~leased ~~sensitive~~satellites ~~information,~~was ~~which~~significantly ~~may~~shorter inthan ~~turn~~the beminimum ~~used~~design ~~to access our information technology systems~~life.

InSee ~~addition,~~“Item the capacity, reliability and security of our information technology hardware and software infrastructure (including, but not limited to, our billing systems) and communications systems, or those of third parties that we use in our operations, are important to the operation of our business, which would suffer in the event of system failures or cyber-attacks1A. ~~Likewise,~~ ~~our~~Risk ~~ability~~Factors to– ~~expand~~Risks ~~and~~Related ~~update our information technology infrastructure in response~~ to our ~~growth~~Satellites” and changing needs is important to the continued implementation of our new service offering initiatives. Our inability to expand or upgrade our technology infrastructure could have adverse consequences, which could include, among other things, the delayed implementation of new service offerings, service or billing interruptions, and the diversion of resources that would otherwise be invested in ~~expanding~~this ~~our~~Annual ~~business~~Report ~~and operations. We rely~~ on ~~certain~~Form 10-K ~~third parties~~ for ~~key~~further ~~components of our~~ information ~~technology and communications systems and ongoing service, all of which affect our Pay-TV services~~. Some of our key systems and operations, including, but not limited to, those supplied by third-party providers, are not fully redundant, and our disaster recovery planning cannot account for all eventualities. Interruption and/or failure of these systems has in the past disrupted our operations, and could interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to retain our current subscribers and attract new Pay-TV subscribers.

In addition, third-party providers of some of our key systems may also experience interruptions to their information technology hardware and software infrastructure and communications systems that could adversely impact us and over which we may have limited or no control. We may obtain certain confidential, proprietary and personal information about our subscribers, personnel and vendors, and may provide this information to third parties in connection with our business. If one or more of such interruptions or failures occur to us or our third-party providers, it potentially could jeopardize such information and other information processed and stored in, and transmitted through, our or our third-party providers’ information technology hardware and software infrastructure and communications systems, or otherwise cause interruptions or malfunctions in our operations, which could result in, among other things, lawsuits, government claims, investigations or proceedings, significant losses or reputational damage. Due to the fast-moving pace of technology, it may be difficult to detect, contain and remediate every such event in a timely manner or at all. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to financial losses. In addition, this may divert management’s attention and resources away from our business, therefore adversely affect our business. Furthermore, the amount and scope of insurance we maintain may not cover all expenses related to such activities or all types of claims that may arise.

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As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of personal information, the potential liability associated with information-related risks is increasing, particularly for businesses like ours that handle personal subscriber data. The occurrence of any network or information system related events or security breaches could have a material adverse effect on our reputation, business, financial condition and results of operations. Significant incidents could result in a disruption of our operations, subscriber dissatisfaction, damage to our reputation or a loss of subscribers and revenues.

We cannot provide any assurances that actions taken by us, or our third-party providers, will adequately repel a future cyber-security incident or prevent or substantially mitigate the impacts of cyber-security breaches or misuses of or unauthorized access to our networks or systems or those of third-party environments, or that we, or our third-party providers, will be able to effectively identify, investigate, and remediate such incidents in a timely manner or at all. We expect to continue to be the target of cyber-security incidents, given the nature of our business, and we expect the same with respect to our third-party providers. If we fail to protect confidential information or to prevent operational disruptions from future cyber-security incidents, there may be a material adverse effect on our business, reputation, financial condition, cash flows, and operating results.

Extreme weather has the potential to directly damage our facilities and other infrastructure and/or disrupt our ability to operate our business, and could potentially disrupt suppliers’ ability to, among other things, provide the products and services we require to support our operations. Any such disruption could interrupt service for our ~~subscribers~~customers, increase our costs and have a negative effect on our operating results. The potential physical effects of extreme weather, such as storms, floods, fires, freezing conditions, sea-level rise and other adverse weather events, could ~~adversely~~negatively affect our operations and infrastructure and, as a result, our financial results. Operational impacts resulting from extreme weather, such as, among other things, damage to our infrastructure, could result in increased costs and loss of revenue. We could be required to incur significant costs to improve the resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such weather events. WeIt ~~are~~is ~~not~~impossible ~~able~~ to accurately predict the materiality of any potential losses or costs associated with extreme weather.

We lease the vast majority of our satellite transponder capacity from DISH Network and DISH Network is a key supplier of other related services to us. Satellite transponder leasing costs may increase beyond our current expectations. Our inability to obtain satellite transponder capacity on acceptable terms or at all and other related services from DISH Network or third parties could adversely affect our subscriber activations and subscriber churn rate and cause related revenue to decline. See Note 1917 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information on our Related Party Transactions with DISH Network.

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Our failure to effectively invest in, introduce, and implement new competitive products and services could cause our products and services to become obsolete and could negatively impact our business.

Technology in the pay-TV industry changes rapidly as new technologies are developed, which could cause our products and services to become obsolete. We and our suppliers may not be able to keep pace with technological developments. Our operating results are dependent to a significant extent upon our ability to continue to introduce new products and services, to upgrade existing products and services on a timely basis, and to reduce costs of our existing products and services. We may not be able to successfully identify new product or service opportunities or develop and market these opportunities in a timely or cost-effective manner. The research and development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and investment. The success of new product and service development depends on many factors, including among others, the following:

●

the difficulties and delays in the development, production, timely completion, testing and marketing of products and services;

●

the cost of the products and services;

●

the proper identification of subscriber need and subscriber acceptance of products and services;

●

the development of, approval of and compliance with industry standards;

●

the amount of resources we must devote to the development of new technologies; and

●

the ability to differentiate our products and services and compete with other companies in the same markets.

If the new technologies on which we focus our research and development investments fail to achieve acceptance in the marketplace, our competitive position could be negatively impacted, causing a reduction in our revenues and earnings. For example, our competitors could use proprietary technologies that are perceived by the market as being superior. In addition, delays in the delivery of components or other unforeseen problems associated with our technology may occur that could materially and adversely affect our ability to generate revenue, offer new products and services and remain competitive. Furthermore, after we have incurred substantial costs, one or more of the products or services under our development, or under development by one or more of our strategic partners, could become obsolete prior to it being widely adopted.

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If our products and services are not competitive, our business could suffer and our financial performance could be negatively impacted. Our products and services may also experience quality problems, including, but not limited to, outages and service slowdowns, from time to time. If the quality of our products and services does not meet our subscribers’ expectations, then our business, and ultimately our reputation, could be negatively impacted.

Historically, we have contracted with and rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing systems, security access devices, and many components that we provide to subscribers in order to deliver services from our Pay-TV ~~services~~business. If these vendors are unable to meet our needs because, among other things, they fail to perform adequately, are no longer in business, are experiencing shortages or supply chain issues or discontinue a certain product or service we need, our business, financial condition and results of operations may be adversely affected. We have experienced in the past and may continue to experience shortages driven by raw material availability (which may be negatively impacted by, among other things, COVID-19 policies, trade protection policies such as tariffs and or/escalating trade tensions, particularly with countries in Asia), manufacturing capacity, labor shortages, industry allocations, natural disasters, logistical delays and significant changes in the financial or business conditions of its suppliers that negatively impact our operations.

While alternative sources for these products and services exist, we may not be able to develop these alternative sources quickly and cost-effectively or at all, which could materially impair our ability to timely deliver our products to our subscribers or operate our business. Furthermore, our vendors may request changes in pricing, payment terms or other contractual obligations between the parties, which could require us to make substantial additional investments.

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We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations.

While we offer products and services through direct sales channels, a meaningful percentage of our total gross new subscriber activations are generated through independent third parties such as small retailers, direct marketing groups, local and regional consumer electronics stores, nationwide retailers, and telecommunications companies. Most of our independent third-party retailers are not exclusive to us and some of our independent third-party retailers may favor our competitors’ products and services over ours based on the relative financial arrangements associated with marketing our products and services and those of our competitors. Furthermore, most of these independent third-party retailers are significantly smaller than we are and may be more susceptible to economic weaknesses that make it more difficult for them to operate profitably. ~~Because~~From ~~our~~time ~~independent~~to ~~third-party~~time, ~~retailers~~we ~~receive~~may ~~most~~adjust ofthe ~~their~~economic ~~incentive~~terms ~~value~~of atagreements ~~activation~~with ~~and~~our ~~not~~independent ~~over~~third-party anretailers ~~extended~~to, ~~period~~among ofother ~~time~~things, further align our interests ~~may not always be aligned~~ with ~~our independent third-party retailers~~theirs. It may be difficult to better align our interests with our independent third-party retailers because of their capital and liquidity constraints. In addition, any changes we may make may not result in the intended benefits and, as a result, negatively affect our operating results. Loss of these relationships could have an adverse effect on our subscriber base and certain of our other key operating metrics because we may not be able to develop comparable alternative distribution channels.

WeRisks ~~have~~Related ~~limited~~to ~~satellite capacity and failures or reduced capacity could adversely affect~~ our ~~business,~~Human ~~financial condition and results of operations.~~Capital

~~Operation~~We ofrely ~~our~~on ~~DISH~~highly TVskilled ~~services~~personnel ~~requires that we have adequate satellite transmission capacity~~ for ~~the~~our ~~programming~~business, weand ~~offer. While~~any weinability ~~generally~~to ~~have~~hire ~~had~~and ~~in-orbit~~retain ~~satellite~~key ~~capacity~~personnel ~~sufficient~~or to ~~transmit~~hire ~~our~~qualified ~~existing~~personnel ~~channels~~may ~~and~~negatively ~~some~~affect ~~backup~~our ~~capacity~~business, tofinancial ~~recover~~condition ~~the~~and ~~transmission~~results of ~~certain critical programming, our backup capacity is limited~~operations.

~~Our~~We ~~ability~~believe tothat ~~earn~~our ~~revenue~~future ~~from~~success ~~our~~depends ~~DISH~~to TVa ~~services~~significant ~~depends~~extent onupon the ~~usefulness~~performance of ~~our~~Mr. ~~owned~~Charles ~~and~~W. ~~leased satellites~~Ergen, ~~each~~our ofChairman, ~~which~~and ~~has~~certain aother ~~limited~~key ~~useful life~~executives. AThe ~~number~~loss of ~~factors~~Mr. Ergen ~~affect~~or ~~the~~certain ~~useful~~other ~~lives~~key ofexecutives, the ~~satellites,~~ability ~~including,~~to ~~among~~effectively ~~other~~provide ~~things,~~for the ~~quality~~succession of ~~their~~our ~~construction~~senior management, or the ~~durability~~ability of ~~their~~Mr. ~~component~~Ergen ~~parts,~~or ~~the~~such ~~ability~~other tokey ~~continue~~executives to ~~maintain~~devote ~~proper~~sufficient ~~orbits~~time and ~~control~~effort ~~over~~to ~~the~~our ~~satellites’~~business ~~functions,~~could ~~the~~have ~~efficiency~~a ofmaterial ~~the~~adverse ~~launch~~effect ~~vehicles~~on ~~used~~our business, ~~and~~financial ~~the~~condition ~~remaining~~and ~~on-board~~results ~~fuel~~of ~~following orbit insertion~~operations. ~~Generally,~~Although ~~the~~some ~~minimum design life~~ of ~~each of~~ our ~~owned~~key ~~and~~executives ~~leased~~may ~~satellites~~have ~~ranges~~agreements ~~from~~relating 12 to 15their ~~years. We~~equity ~~can~~compensation ~~provide~~that nolimit ~~assurance,~~their ~~however,~~ability as to ~~the~~work ~~actual~~for ~~useful~~or ~~lives~~consult ofwith ~~any~~competitors, ofwe ~~these~~generally ~~satellites. Our~~do ~~operating~~not ~~results~~have ~~could~~employment beagreements ~~adversely~~with ~~affected if the useful life of any of our owned or leased satellites was significantly shorter than the minimum design life~~them.

Satellites are subject to significant operational risks while in orbit. These risks include malfunctions, commonly referred to as anomalies, which have occurred in our satellites and the satellites of other operators as a result of various factors, such as manufacturing defects, problems with the power systems or control systems of the satellites and general failures resulting from operating satellites in the harsh environment of space.10

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In addition, the success of the Integration will depend in part on the retention of personnel critical to our business and operations due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense and qualified personnel can be in high demand. Current and prospective employees may experience uncertainty about their future role until strategies regarding these employees are announced or executed, which may impair our ability to attract, retain and motivate key management, technical and other personnel following the Merger. If we are unable to attract and retain personnel, including key management, who are critical to the successful Integration and future operations of the companies, we could face, among other risks, disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

InOur the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other owned or leased satellites and use it as a replacement for the failed or lost satellite, any of which could have a material adverse effect on our business, ~~financial~~growth ~~condition~~ and ~~results~~customer ofretention ~~operations. Such~~strategies arely ~~failure could result~~ in apart ~~prolonged loss of critical programming. A relocation would require FCC approval and we cannot be certain that we could obtain such FCC approval~~ on an acceptable timeline or at all. If we choose to use a satellite in this manner, such use could adversely affect our ability to satisfy certain operational conditions associated with our authorizations and could result in the ~~loss~~work of ~~such~~technically ~~authorizations,~~skilled ~~which would have an adverse effect on our ability to generate revenues~~employees.

~~From~~Our ~~time~~response to ~~time~~technological developments depends, ~~new~~to ~~satellites~~a ~~need~~significant degree, on the work of technically skilled employees. In addition, we have made and will continue to bemake ~~built~~significant investments in, among other things, research, development and ~~launched~~marketing for new products, services, satellites and related technologies, as well as entry into new business areas. ~~Satellite~~ ~~construction~~Investments in new technologies, satellites and ~~launch~~business areas are ~~subject~~inherently dependent on these technically skilled employees as well. Competition for the services of such employees has become more intense as demand for these types of employees grows. We compete with other companies for these employees and although we strive to ~~significant~~attract, ~~risks~~retain, ~~including~~motivate and manage these employees, ~~among~~we ~~others~~may not succeed in these respects. Additionally, ~~construction~~if ~~and~~we ~~launch~~were ~~delays~~to lose certain key technically skilled employees, ~~launch~~the ~~failure~~loss of knowledge and ~~incorrect~~intellectual ~~orbital~~capital ~~placement~~might have an adverse impact on our business.

~~Other~~The ~~than~~success inof ~~certain~~our ~~limited~~business ~~circumstances,~~is wealso dodependent ~~not~~on ~~carry~~our ~~commercial~~ability ~~in-orbit~~to ~~insurance~~recruit onengineers ~~any~~and other professionals, including those who are citizens of other countries. Immigration laws in the ~~satellites~~U.S. and other countries in which we ~~own~~operate are subject to legislative and regulatory changes, as well as variations in the standards of application and ~~generally~~enforcement dodue ~~not~~to, ~~use~~among ~~commercial~~other ~~insurance~~things, political forces and economic conditions. It is difficult to ~~mitigate~~predict the ~~potential~~political ~~financial~~and ~~impact~~economic ofevents ~~in-orbit~~that ~~failures~~could ~~because~~affect weimmigration ~~believe~~laws, ~~that~~or the ~~cost~~restrictive ofimpact ~~insurance~~they ~~premiums~~could ishave ~~uneconomical~~on ~~relative~~obtaining toor ~~the~~renewing ~~risk~~work ofvisas ~~such~~for ~~failures~~our professionals. If ~~one~~immigration laws are changed or if new and more ofrestrictive ~~our~~government ~~owned~~regulations ~~in-orbit~~are ~~satellites~~enacted ~~fails~~or increased, weour ~~could~~access beto ~~required~~qualified toand ~~record~~skilled ~~significant~~professionals ~~impairment~~may ~~charges~~be limited.

Risks Related to our Satellites

Our owned and leased satellites in orbit are subject to significant operational and environmental risks that could limit our ability to utilize these satellites.

Satellites are subject to significant operational risks while in orbit. These risks include, but are not limited to, malfunctions, commonly referred to as anomalies, which have occurred and may occur in the future in our satellites and the satellites of other operators. Any single anomaly could materially and adversely affect our ability to utilize the satellite. Anomalies may also reduce, among other things, the expected capacity, commercial operation and/or useful life of a satellite, thereby reducing the revenue that could be generated by that satellite, or create additional expenses due to the need to provide replacement or back-up satellites or satellite capacity earlier than planned and could have a material adverse effect on our business. We may not be able to prevent or mitigate the impacts of anomalies in the future.

Meteoroid events, decommissioned satellites, increased solar activity and other adverse events also pose a potential threat to all in-orbit satellites. We may be required to perform maneuvers to avoid collisions and these maneuvers may prove unsuccessful or could reduce the useful life of the satellite through the expenditure of fuel to perform these maneuvers.

Generally, the minimum design life of each of our satellites is 15 years. We can provide no assurance, however, as to the actual operational lives of our satellites, which may be shorter or longer than their design lives. Our ability to earn revenue depends on the continued operation of our satellites, each of which has a limited useful life.

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We ~~may~~generally do not carry in-orbit insurance on our satellites or payloads because we have ~~potential~~assessed ~~conflicts~~that the cost of ~~interest~~insurance ~~with~~is ~~EchoStar~~not ~~due~~economical relative to the risk of failures. If one or more of our ~~and~~in-orbit ~~DISH~~uninsured ~~Network’s~~satellites ~~common~~or ~~ownership~~payloads ~~and~~fail, ~~management~~we could be required to record significant impairment charges for the satellite or payload.

~~Questions~~Our ~~relating~~satellites tounder ~~conflicts~~construction ofare ~~interest~~subject ~~may~~to ~~arise~~risks ~~between~~related ~~EchoStar and us in a number of areas relating~~ to, ~~our~~among ~~past~~other ~~and~~things, ~~ongoing~~construction, ~~relationships~~technology, ~~with~~regulations ~~DISH Network~~ and ~~EchoStar. Areas~~launch inthat ~~which~~could ~~conflicts~~limit ~~of interest between EchoStar and us, as a result of~~ our ~~relationship~~ability ~~with~~to ~~DISH~~utilize ~~Network,~~these ~~could arise include~~satellites, ~~but~~increase ~~are~~costs ~~not~~and ~~limited~~adversely ~~to,~~affect ~~the~~our ~~following:~~business.

Satellite construction and launch are subject to significant risks, including, but not limited to, manufacturing and delivery delays, anomalies, launch failure and incorrect orbital placement. The technologies in our satellite designs are very complex and difficulties in constructing our designs could result in delays in the deployment of our satellites or increased or unanticipated costs. There can be no assurance that the technologies in our existing satellites or in new satellites that we design, acquire and build will work as we expect, will not become obsolete, that we will realize any or all of the anticipated benefits of our satellite designs or our new satellites, and/or that we will obtain all regulatory approvals required to operate our new or acquired satellites on an acceptable timeline or at all. Launch anomalies and failures can result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take significant amounts of time, and to obtain other launch opportunities. Such significant delays have and could in the future materially affect, among other things, our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers. In addition, significant delays in a satellite program could give customers who have purchased or reserved capacity on that satellite a right to terminate their service contracts relating to the satellite. We may not be able to accommodate affected customers on other satellites until a replacement satellite is available. In addition, we generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.

●Our ~~Cross~~use ~~officerships,~~of ~~directorships and stock ownership. We and DISH Network have~~ certain ~~overlap~~satellites in directors and executive officers with EchoStar. These individuals may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. Currently, our and DISH Network’s Board of Directors and executive officers includes Charles W. Ergen, who serves as the Chairman of EchoStar and DISH Network and our Chairman. Mr. Ergen also has fiduciary duties to EchoStar’s shareholders. For example, there is ~~the~~often ~~potential~~dependent ~~for a conflict of interest when DISH Network and/or we,~~ on ~~the~~satellite ~~one~~coordination ~~hand~~agreements, orwhich ~~EchoStar, on the other hand, look at acquisitions and other business opportunities that~~ may be ~~suitable~~difficult ~~for~~to ~~both companies~~obtain. In addition, certain of DISH Network’s and our directors and officers own EchoStar stock. Mr. Ergen beneficially owns approximately 60.3% of EchoStar’s total equity securities (assuming conversion of all Class B common stock into Class A common stock) and controls approximately 93.5% of the voting power of EchoStar. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for DISH Network and/or us, on the one hand, and EchoStar, on the other hand. Furthermore, Mr. Ergen is employed by both us and EchoStar.

●Satellite ~~Intercompany~~operators ~~agreements~~are ~~with~~required ~~EchoStar.~~to Inenter ~~connection~~into ~~with~~international ~~and~~spectrum ~~following~~coordination ~~the~~agreements ~~Spin-off,~~with ~~Share~~other ~~Exchange~~affected ~~Agreement~~satellite operators and ~~Master~~must ~~Transaction~~be ~~Agreement~~approved ~~(as~~by ~~defined in Note 17 in~~ the ~~Notes~~relevant togovernments. ~~our~~If ~~Consolidated~~a ~~Financial~~required ~~Statements~~agreement incannot ~~this~~be ~~Annual Report on Form 10-K)~~concluded, we, ~~DISH~~may ~~Network and EchoStar~~ have ~~entered into certain agreements pursuant~~ to ~~which~~operate ~~DISH~~the ~~Network~~applicable ~~and~~satellite(s) wein obtain certain products, services and rights from EchoStar, EchoStar obtains certain products, services and rights from DISH Network and us, and DISH Network and EchoStar have indemnified each other against certain liabilities arising from our respective businesses. The terms of certain of these agreements were established while EchoStar was a ~~wholly-owned~~manner ~~subsidiary~~that ofdoes ~~DISH Network and us and were~~ not ~~the~~cause ~~result~~harmful ofradio ~~arm’s~~frequency ~~length~~interference negotiations. The allocation of assets, liabilities, rights, indemnifications and other obligations between EchoStar and DISH Network under the separation and other intercompany agreements DISH Network entered into with ~~EchoStar, in connection with~~ the ~~Spin-off,~~affected ~~may have been different if agreed to by two unaffiliated parties~~satellite. ~~Had~~If ~~these~~we ~~agreements~~cannot ~~been~~do ~~negotiated with unaffiliated third parties~~so, ~~their~~we ~~terms~~ may have ~~been more favorable, or less favorable,~~ to ~~DISH~~cease ~~Network.~~operating Insuch ~~addition,~~satellite(s) ~~conflicts~~at ~~could arise between DISH Network and/or us, on~~ the ~~one~~affected ~~hand,~~orbital ~~and EchoStar, on the other hand, in the interpretation or any extension or renegotiation of these existing agreements~~locations.

●We ~~Additional intercompany transactions. EchoStar and its subsidiaries have entered into and~~ may ~~continue~~face tointerference ~~enter~~from ~~into~~other ~~transactions~~services ~~with~~sharing ~~DISH~~satellite ~~Network and its subsidiaries~~spectrum. Although the terms of any such transactions will be established based upon negotiations between EchoStar and DISH Network and, when appropriate, subject to the approval of a committee of the non-interlocking directors or in certain instances non-interlocking management, there can be no assurance that the terms of any such transactions will be as favorable to DISH Network or its subsidiaries or affiliates as may otherwise be obtained between unaffiliated parties.

The FCC and other national, state, local and international regulators have adopted rules or may adopt rules in the future that require us to share spectrum on a basis with other radio services. There can be no assurance that these operations would not interfere with our operations and adversely affect our business. In the event that the FCC and/or another regulator determines that our spectrum interferes with another service, we may be required to, among other things, find or develop a solution. We cannot make any assurance that we will be able to do so on an acceptable timeline or at all, or that such solution will not adversely affect our business.

● Business opportunities. DISH Network has historically retained, and in the future may acquire, interests in various companies that have subsidiaries or controlled affiliates that own or operate domestic or foreign services that may compete with services offered by EchoStar.

Neither we nor DISH Network may be able to resolve any potential conflicts of interest with EchoStar, and, even if either we or DISH Network do so, the resolution may be less favorable to us than if either we or DISH Network were dealing with an unaffiliated party. DISH Network does not have agreements with EchoStar that would prevent either company from competing with the other.

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WeRisks ~~rely~~Related ~~on highly skilled personnel for our business, and any inability~~ to ~~hire and retain key personnel or to hire qualified personnel may negatively affect~~ our ~~business,~~Products ~~financial condition~~ and ~~results of operations.~~Technology

Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

We ~~believe~~rely ~~that~~on our ~~future~~patents, ~~success~~copyrights, ~~will~~trademarks ~~depend~~and totrade asecrets, ~~significant~~as ~~extent~~well ~~upon~~as ~~the~~licenses ~~performance~~and ofother ~~Charles~~agreements W.with ~~Ergen~~our vendors and other parties, to use our ~~Chairman~~technologies, conduct our operations and ~~certain~~sell ~~other~~our ~~executives~~products and services. ~~The~~Legal ~~loss~~challenges ofto ~~Mr. Ergen~~our orintellectual property rights and claims of ~~certain~~intellectual ~~other~~property ~~key~~infringement ~~executives~~by third parties could ~~have~~require athat ~~material~~we ~~adverse~~enter ~~effect~~into royalty or licensing agreements on ~~our~~unfavorable ~~business~~terms, ~~financial~~incur ~~condition~~substantial ~~and~~monetary ~~results~~liability or be enjoined preliminarily or permanently from further use of ~~operations. Although~~the ~~all~~intellectual property in question or from the continuation of our ~~executives~~business ~~have~~as ~~executed~~currently ~~agreements~~conducted, ~~with~~which ~~certain~~could ~~non-competition~~require ~~restrictions~~us ~~that~~to ~~apply~~change ifour ~~they~~business ~~leave~~practices ~~us,~~or welimit doour ~~not~~ability to compete effectively or could have ~~employment~~an ~~agreements~~adverse ~~with~~effect ~~any~~on our results of ~~them~~operations. ~~Mr.~~Even ~~Ergen~~if ~~also~~we ~~serves~~believe asany ~~the~~such ~~Chairman~~challenges ofor ~~EchoStar. To~~claims ~~the~~are ~~extent~~without ~~our~~merit, ~~officers~~they ~~are~~can ~~performing~~be ~~services~~time ~~for~~consuming ~~EchoStar,~~and ~~this~~costly ~~may~~to defend and divert ~~their~~management’s ~~time~~attention and ~~attention~~resources away from our business. Moreover, because of the rapid pace of technological change, we rely on technologies developed by or licensed from third parties, and ~~may~~if ~~therefore~~we ~~adversely~~are ~~affect~~unable to obtain or continue to obtain licenses from these third parties on reasonable terms or at all, our business, financial condition and results of operations could be adversely affected.

In addition, ~~technological~~we ~~innovation~~work iswith ~~important~~certain tothird parties such as vendors, contractors and suppliers for the development and manufacture of components that are integrated into our ~~success~~products and ~~depends~~services, and our products and services may contain technologies provided to us by these third parties or other third parties. We may have little or no ability to determine in advance whether any such technology infringes the intellectual property rights of others. Our vendors, contractors and suppliers may not be required to indemnify us if a ~~significant~~claim ~~degree~~of infringement is asserted against us, onlicense the ~~work~~potential ofinfringing ~~technically~~technology ~~skilled~~from ~~employees~~other third parties or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. IfLegal challenges to these intellectual property rights may impair our ability to use the products, services and technologies that we ~~are~~need ~~unable~~in order to ~~attract~~operate our business and ~~retain~~may ~~appropriately~~materially ~~technically~~and ~~skilled~~adversely ~~employees~~affect our business, financial condition and results of operations. Furthermore, our ~~competitive~~digital ~~position~~content ~~could~~offerings depend in part on effective digital rights management technology to control access to digital content. If the digital rights management technology that we use is compromised or otherwise malfunctions, content providers may be ~~materially~~unwilling ~~and~~to ~~adversely~~provide ~~affected~~access to their content. Changes in the copyright laws or how such laws may be interpreted could impact our ability to deliver content and provide certain features and functionality, particularly over the Internet.

~~Acquisition~~We are, and ~~Capital~~may ~~Structure~~become, ~~Risks~~party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

~~Our~~We ~~parent~~are, ~~DISH Network, has made substantial investments to acquire certain wireless spectrum licenses~~ and ~~other~~may ~~related assets~~become, ~~and~~subject ~~we have made and may continue~~ to ~~make~~various ~~funds~~legal ~~available~~proceedings toand ~~DISH~~claims ~~Network~~which arise in the ~~form~~ordinary course of ~~cash~~business, ~~distributions~~including oramong ~~loans~~other inthings, ~~connection~~intellectual ~~with~~property ~~the development of DISH Network’s wireless business~~disputes.

~~DISH~~Many ~~Network~~entities, ~~has~~including ~~invested~~some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer. In general, if a ~~total~~court determines that one or more of ~~over~~our ~~$30~~products ~~billion~~or toservices ~~acquire~~infringes ~~certain~~on ~~wireless~~intellectual ~~spectrum~~property ~~licenses~~held by others, ~~which~~we ~~includes~~may ~~$10~~be ~~billion~~required into ~~noncontrolling~~cease ~~investments~~developing inor ~~certain~~marketing ~~entities. See~~those ~~Note~~products 2or ~~and~~services, ~~Note~~to 15obtain inlicenses from the ~~Notes~~holders toof the ~~Consolidated~~intellectual ~~Financial~~property ~~Statements~~at a material cost, or to redesign those products or services in ~~DISH~~such ~~Network’s~~a ~~Annual~~way ~~Report~~as onto ~~Form 10-K~~avoid ~~for~~infringing the ~~year~~intellectual ~~ended~~property. If ~~December~~those 31intellectual property rights are held by a competitor, ~~2022~~we ~~for~~may ~~detailed~~be ~~information~~unable ~~regarding~~to ~~these~~obtain ~~licenses~~the intellectual property at any price, ~~including~~which ~~certain~~could ~~interim~~adversely affect our competitive position. See “Item 1. Business – Patents and ~~final~~Other ~~build~~Intellectual Property” in EchoStar’s Annual Report on Form 10-~~out~~K ~~requirements,~~for asthe ~~well~~year asended ~~certain~~December 31, 2023 ~~renewal~~for ~~requirements~~further information.

~~DISH~~We ~~Network~~ may ~~need~~not tobe ~~make~~aware ~~significant~~of ~~additional~~all ~~investments~~intellectual orproperty ~~partner~~rights ~~with~~that ~~others~~our ~~to,~~services ~~among~~or ~~other things, complete~~ the ~~nation’s~~products ~~first~~used ~~cloud-native,~~in ~~Open~~connection ~~Radio~~with ~~Access~~our ~~Network~~services ~~(“O-RAN”)~~may ~~based~~potentially 5Ginfringe. In ~~network (“5G Network Deployment”) and further commercialize~~addition, ~~build-out~~patent ~~and~~applications ~~integrate~~in ~~these~~the ~~licenses~~United ~~and~~States ~~related~~are ~~assets~~confidential ~~and~~until ~~any~~the ~~additional~~Patent ~~acquired licenses~~ and ~~related~~Trademark ~~assets,~~Office aseither ~~well~~publishes ~~as to comply with regulations applicable to such licenses. Depending on~~ the ~~nature~~application ~~and~~or ~~scope~~issues ofa ~~such~~patent ~~activities,~~(whichever ~~any~~arises ~~such investments or partnerships could vary significantly~~first). ~~In addition~~Therefore, asit ~~DISH~~is ~~Network~~difficult ~~completes its 5G Network Deployment, DISH Network has and will continue~~ to ~~incur~~evaluate ~~significant~~the ~~additional~~extent ~~expenses related~~ to, ~~among~~which ~~other~~our ~~things,~~services ~~research~~or ~~and~~the ~~development,~~products ~~wireless~~used ~~testing~~in ~~and~~connection ~~ongoing~~with ~~upgrades~~our toservices ~~the~~may ~~wireless~~infringe ~~network~~claims ~~infrastructure,~~contained ~~software~~in ~~and~~pending ~~third~~patent ~~party integration~~applications. ~~DISH~~Furthermore, ~~Network~~it ~~may~~is ~~also~~sometimes ~~determine~~not ~~that~~possible ~~additional wireless spectrum licenses may be required~~ to ~~complete~~determine ~~its~~definitively 5Gwhether ~~Network~~a ~~Deployment~~claim ~~and~~of toinfringement ~~compete~~is ~~effectively with other wireless service providers~~valid.

In connection with the development of DISH Network’s wireless business, including, without limitation, the efforts described above, we have historically made funds available to DISH Network in the form of cash distributions and the Intercompany Loan (defined herein) to partially finance these efforts to date. Subject to, among other things, compliance with applicable legal requirements, including the covenants applicable to our outstanding debt securities, we may make additional funds available, including through cash distributions or loans to finance, in whole or in part, DISH Network’s future efforts. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these wireless spectrum licenses or that DISH Network will be able to profitably deploy the assets represented by these wireless spectrum licenses.

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~~Our~~If ~~parent,~~our ~~DISH~~products ~~Network,~~contain ~~has made substantial noncontrolling investments in the Northstar Entities and the SNR Entities related to AWS-3 wireless spectrum licenses~~defects, ~~and~~ we ~~have~~could ~~made~~be ~~and~~subject ~~may~~to ~~make~~significant ~~additional~~costs ~~cash distributions or loans~~ to ~~DISH~~correct ~~Network~~such sodefects ~~that~~and ~~DISH~~our ~~Network~~product ~~may fund the Northstar Entities~~ and ~~the~~network ~~SNR~~service ~~Entities~~contracts ~~including~~could ~~their~~be ~~obligations~~delayed toor ~~purchase~~cancelled, ~~Northstar~~which ~~Manager’s~~could ~~and~~adversely ~~SNR~~affect ~~Management’s~~our ~~ownership interests~~revenue.

~~During~~Our ~~2015,~~products ~~through its wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”)~~ and ~~American~~networks ~~AWS-3~~we ~~Wireless~~deploy ~~III~~are ~~L.L.C.~~highly ~~(“American III”)~~complex, ~~DISH~~and ~~Network~~some ~~initially~~may ~~made~~contain ~~over~~defects ~~$10~~when ~~billion~~first inintroduced ~~certain~~or ~~noncontrolling~~when ~~investments~~new inversions ~~Northstar~~or ~~Spectrum,~~enhancements ~~LLC~~are ~~(“Northstar Spectrum”)~~released, ~~the~~despite ~~parent~~testing ~~company of Northstar Wireless, LLC (“Northstar Wireless,”~~ and ~~collectively~~our ~~with~~quality ~~Northstar~~control ~~Spectrum,~~procedures. ~~the~~Defects ~~“Northstar~~may ~~Entities”),~~also ~~and~~occur in ~~SNR~~components ~~Wireless HoldCo, LLC (“SNR HoldCo”), the parent company of SNR Wireless LicenseCo, LLC (“SNR Wireless,”~~ and ~~collectively~~products ~~with~~that ~~SNR~~we ~~HoldCo,~~purchase ~~the~~from ~~“SNR~~third ~~Entities”), respectively~~parties. On ~~October~~In 27addition, ~~2015,~~many ~~the~~of ~~FCC~~our ~~granted~~products ~~certain~~and ~~AWS-3~~network ~~wireless~~services ~~spectrum~~are ~~licenses~~designed ~~(the “AWS-3 Licenses”)~~ to ~~Northstar~~interface ~~Wireless~~with ~~(the~~our ~~“Northstar~~customers’ ~~Licenses”)~~existing ~~and to SNR Wireless (the “SNR Licenses”)~~networks, ~~respectively. The~~each ~~Northstar~~of ~~Entities and/or the SNR Entities may need to raise significant additional capital in the future,~~ which ~~may~~has bedifferent ~~obtained~~specifications ~~from third party sources or from DISH Network, so that the Northstar Entities~~ and ~~the~~utilizes ~~SNR~~multiple ~~Entities~~protocol ~~may~~standards. ~~commercialize,~~Our ~~build-out~~products and ~~integrate~~services ~~the~~must ~~AWS-3~~interoperate ~~Licenses, comply~~ with ~~regulations applicable to~~ the ~~AWS-3~~other ~~Licenses,~~products and ~~make~~services ~~any~~within ~~potential~~our ~~re-auction~~customers’ ~~payments~~networks, ~~for~~as ~~the~~well ~~AWS-3~~as ~~licenses~~with ~~retained~~future byproducts ~~the FCC. Depending upon the nature~~ and ~~scope~~services ofthat ~~such~~might ~~commercialization,~~be ~~build-out~~added ~~and~~to ~~integration~~these ~~efforts~~networks, ~~regulatory~~to ~~compliance,~~meet ~~and~~our ~~potential~~customers’ ~~re-auction payments, any loans, equity contributions or partnerships could vary significantly~~requirements. ~~For~~ ~~further~~There ~~information~~can ~~regarding~~be ~~the~~no ~~potential~~assurance ~~re-auction~~that ofwe ~~AWS-3~~will ~~licenses~~be ~~retained~~able byto ~~the~~detect ~~FCC, see Note 15 “Commitments~~ and ~~Contingencies~~fix –all ~~Commitments~~defects ~~– DISH Network Noncontrolling Investments~~ in the ~~Northstar~~products ~~Entities~~ and ~~the~~networks ~~SNR~~we ~~Entities~~sell, ~~Related to AWS-3 Wireless Spectrum Licenses”~~ in ~~the~~a ~~Notes~~timely tomanner ~~DISH~~or ~~Network’s~~at ~~Annual~~all. ~~Report~~The onoccurrence ~~Form 10-K for the year ended December 31~~of, ~~2022. There~~ ~~can~~and befailure ~~no assurance that DISH Network will be able~~ to ~~obtain~~remedy, aany ~~profitable~~defects, ~~return~~errors onor ~~its~~failures ~~noncontrolling~~in ~~investments~~our inproducts ~~the~~or ~~Northstar~~network ~~Entities~~services ~~and~~could ~~the~~materially ~~SNR~~affect ~~Entities~~our business.

InRisks ~~connection~~Related ~~with certain funding obligations related~~ to the investments by American II and American III discussed above, in February 2015, we paid a dividend of $8.250 billion to DISH Orbital Corporation (“DOC”) for, among other things, general corporate purposes, which included such funding obligations, and to fund other DISH Network cash needs. We have made and may make additional cash distributions or loans to DISH Network so that DISH Network may fund the Northstar Entities and the SNR Entities related to DISH Network’s noncontrolling investments in these entities. We may need to raise significant additional capital in the future, which may not be available on favorable terms, to among other things, continue investing in our business and to pursue acquisitions and other strategic transactions. Cybersecurity

WeAny ~~may~~failure ~~pursue~~or ~~acquisitions~~inadequacy ~~and~~of ~~other~~our ~~strategic~~information ~~transactions~~technology toinfrastructure ~~complement~~and communications systems or ~~expand~~those ~~our~~of ~~business~~third parties that ~~may~~we ~~not~~use bein ~~successful~~our operations, ~~and~~including, wewithout ~~may~~limitation, ~~lose~~those upcaused toby ~~the~~cyber-attacks ~~entire~~or ~~value~~other ofmalicious ~~our~~activities, ~~investment~~could indisrupt ~~these~~or ~~acquisitions~~harm ~~and~~our ~~transactions~~business.

~~Our~~The ~~future~~capacity, ~~success~~reliability ~~may~~and ~~depend~~security onof ~~opportunities~~our toinformation ~~buy~~technology orhardware ~~otherwise~~and ~~invest~~software ininfrastructure ~~other~~(including, ~~businesses~~but ornot ~~technologies~~limited ~~that could complement~~to, ~~enhance~~our orbilling ~~expand~~systems) ~~our~~and ~~current~~communications ~~business~~systems, or ~~products~~those orof third parties that ~~might~~we ~~otherwise~~use ~~offer~~in usour ~~growth~~operations, ~~opportunities. To~~are ~~pursue~~important ~~this~~to ~~strategy~~the ~~successfully,~~operation weof ~~must~~our ~~identify~~business, ~~attractive~~which ~~acquisition~~has orin ~~investment~~the ~~opportunities~~past and ~~successfully~~would ~~complete~~in ~~transactions,~~the ~~some~~future ofsuffer ~~which~~in ~~may~~the beevent ~~large~~of ~~and~~system ~~complex. We~~failures ~~may~~or ~~not~~cyber-attacks. beLikewise, ~~able~~our ability to ~~identify~~expand orand ~~complete~~update ~~attractive~~our ~~acquisition~~information ortechnology ~~investment~~infrastructure ~~opportunities~~in ~~due~~response to, among other things, our growth and changing needs is important to the ~~intense~~continued ~~competition~~implementation ~~for~~of ~~these~~our ~~transactions. If~~new weservice ~~are~~offering ~~not~~initiatives. ~~able~~Our inability to ~~identify~~expand ~~and~~or ~~complete~~upgrade ~~such~~our ~~acquisition~~technology orinfrastructure ~~investment~~could ~~opportunities~~have adverse consequences, ~~our~~which ~~future~~could ~~results~~include, among other things, the delayed implementation of ~~operations~~new service offerings, service or billing interruptions, and ~~financial~~the ~~condition~~diversion ~~may~~of bemanagement ~~adversely~~and ~~affected~~developmental resources.

We ~~may~~rely beon ~~unable~~certain tothird ~~obtain~~parties infor ~~the~~developing ~~anticipated~~key ~~time~~components ~~frame,~~of orour atinformation ~~all,~~technology ~~any~~and ~~regulatory~~communications ~~approvals~~systems ~~required~~and toongoing ~~complete~~service, ~~proposed~~all ~~acquisitions~~of ~~and~~which ~~other~~affect ~~strategic~~our ~~transactions~~Pay-TV business. ~~Furthermore,~~ ~~the~~Some ~~conditions~~of ~~imposed~~our ~~for~~key ~~obtaining~~systems ~~any~~and ~~necessary~~operations, ~~approvals~~including, ~~could~~but ~~delay~~not ~~the~~limited ~~completion~~to, ofthose ~~such~~supplied ~~transactions~~by ~~for~~certain athird-party ~~significant~~providers, ~~period~~are ofnot ~~time~~fully orredundant, ~~prevent~~and ~~them~~our ~~from~~disaster ~~occurring~~recovery atplanning cannot account for all eventualities. We ~~may~~Interruption ~~not~~and/or befailure ~~able~~of toany ~~complete~~of ~~such~~these ~~transactions~~systems could, ~~and~~among ~~such~~other ~~transactions~~things, ifdisrupt ~~executed~~our operations, ~~pose~~interrupt ~~significant~~our ~~risks~~services, ~~and~~result ~~could~~in ~~have~~significant afinancial ~~negative~~expenditures ~~effect~~and ondamage our ~~operations. Any~~reputation, ~~transactions~~thus ~~that~~adversely weimpacting ~~are~~our ~~able~~ability to ~~identify~~provide ~~and~~our ~~complete~~services, ~~may~~retain ~~involve~~our acurrent ~~number~~subscribers ofand ~~risks,~~attract ~~including,~~new ~~but~~Pay-TV ~~not limited to:~~subscribers.

●In ~~the~~addition, ~~diversion~~although ofwe ~~our~~take ~~management’s~~protective ~~attention~~measures ~~from~~designed to secure our ~~existing~~information ~~business~~technology systems and endeavor to ~~integrate~~modify ~~the~~such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and ~~personnel~~other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of ~~the~~service ~~acquired~~attacks and other events that could disrupt or ~~combined~~harm our business. These protective measures may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error or ~~joint~~other ~~venture;~~irregularities.

~~● the possible adverse effects on our operating results during the integration process;~~

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●For ~~the~~example, ~~high~~certain ~~degree~~parties ofmay ~~risk~~attempt ~~inherent~~to infraudulently ~~these~~induce ~~transactions~~employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems. In addition, third-party providers of some of our key systems may also experience interruptions to their information technology hardware and software infrastructure and communications systems that could ~~become~~adversely ~~substantial~~impact us and over ~~time~~which we may have limited or no control. We may obtain certain confidential, proprietary and ~~higher~~personal ~~exposure~~information about our subscribers, personnel and vendors, and may provide this information to ~~significant~~third ~~financial~~parties in connection with our business. If one or more of such interruptions or failures occur to us or our third-party providers, it potentially could jeopardize such information and other information processed and stored in, and transmitted through, our or our third-party providers’ information technology hardware and software infrastructure and communications systems, or otherwise cause interruptions or malfunctions in our operations, which could result in, among other things, lawsuits, government claims, investigations or proceedings, significant losses ifor reputational damage. Due to the ~~underlying~~fast-moving ~~ventures~~pace ~~are~~of ~~not~~technology, ~~successful;~~it may be difficult to detect, contain and remediate every such event on an acceptable timeline or at all.

● the possible inability to achieve the intended objectives of the transaction; and

● the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all. We may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to operational inefficiencies. In addition, the integration process may strain our financial and managerial controls and reporting systems and procedures.

~~New~~As ~~acquisitions,~~a ~~joint~~result ~~ventures~~of ~~and~~the ~~other~~increasing ~~transactions~~awareness ~~may~~concerning ~~require~~the importance of safeguarding personal information, the ~~commitment~~potential misuse of ~~significant~~such ~~capital~~information ~~that~~and ~~would~~legislation ~~otherwise~~that behas ~~directed~~been toadopted ~~investments~~or inis ~~our~~being ~~existing~~considered ~~business. To~~regarding ~~pursue~~the ~~acquisitions~~protection, privacy and ~~other~~security ~~strategic~~of ~~transactions~~personal information, wethe ~~may~~potential ~~need~~liability toassociated ~~raise~~with ~~additional~~information-related ~~capital~~risks inis ~~the future~~increasing, ~~which~~particularly ~~may~~for ~~not~~businesses belike ~~available~~ours onthat ~~favorable~~handle ~~terms~~personal subscriber data. In ~~addition,~~The weoccurrence ~~make~~of ~~cash~~any ~~distributions~~network or ~~loans~~information tosystem ~~DISH~~related ~~Network~~events toor ~~finance~~security ~~acquisitions~~breaches orcould ~~investments~~have ~~that~~a ~~will~~material ~~not~~adverse beeffect ~~part~~on, ofamong other things, our reputation, business, financial condition and results of operations. Significant incidents could result in a disruption of our operations, subscriber dissatisfaction, damage to our reputation or a loss of subscribers and revenues.

InWe addition to committing capital to complete the acquisitions, substantial capital may be required to operate the acquired businesses following their acquisition. These acquisitions may result in significant financial losses if the intended objectives of the transactions are not achieved. Some of the businesses acquired by DISH Network have experienced ~~significant operating~~ and ~~financial challenges in their recent history, which in some cases resulted in these businesses commencing bankruptcy proceedings prior to DISH Network’s acquisition. DISH Network~~ may ~~acquire~~experience ~~similar businesses~~ in the future~~. There~~ iscyber-attacks noand ~~assurance~~other ~~that~~attempts ~~DISH Network will be able~~ to ~~successfully~~gain ~~address~~unauthorized ~~the~~access ~~challenges and risks encountered by these businesses following their acquisition. If DISH Network is unable~~ to ~~successfully address these challenges and risks,~~ our ~~business,~~systems ~~financial~~on ~~condition~~a ~~and/or~~consistent ~~results of operations may suffer~~basis.

We have experienced and may experience in the future security issues, whether due to, among other things, insider error or malfeasance or system errors or vulnerabilities in our or our third parties’ systems, which could result in, among other things, substantial legal and financial exposure, government inquiries and enforcement actions, litigation, diversion of management time and attention from our existing businesses and unfavorable media coverage. We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures on an acceptable timeframe or at all. Attacks and security issues could also compromise trade secrets and other sensitive information. In February 2023, we disclosed that our systems were subject to a cyber-security incident that compromised certain data. During the first quarter of 2023, we incurred certain cyber-security- related expenses, including, but not limited to, costs to remediate the incident and provide additional customer support. Subsequent to the first quarter of 2023, we have not incurred material expenses resulting from the cyber-security incident and do not expect to incur material expenses in future periods.

We are subject to persistent cyber-security incidents and threats to our networks and systems. Although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm our business. The protective measures we take may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error, or other irregularities. For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems.

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The confidentiality, integrity, and availability of our services and products depends on the continuing operation of our information technology and other enabling systems.

Our systems are vulnerable to damage, intrusion, or disruption from, among other things, criminal and/or terrorist attacks, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing, and/or other attempts to injure or maliciously access our systems. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all possibilities. In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in or failure of our services or systems. Failure to respond, mitigate and/or remedy any cyber-attack or other information technology failure on a timely basis or at all, could materially affect our business.

Our ongoing investments in security will likely continue to identify new vulnerabilities within our services and products.

In addition to our efforts to, among other things, mitigate cyber-attacks and improve our products and services, we are making significant investments to assure that our products are resistant to compromise. As a result of these efforts, we could discover new vulnerabilities within our products and systems that would be undesirable for our users and customers. We have discovered and remediated, and may discover new vulnerabilities due to the scale of activities on our platforms, and may not be able to mitigate or fix such vulnerabilities on acceptable timeframes or at all, due to other factors, including, but not limited to, issues outside of our control such as natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, pandemics like COVID-19 and power loss, and we may be notified of such vulnerabilities via third parties. Any of the foregoing developments may, among other things, negatively affect user and customer trust, harm our reputation and brands, and adversely affect our business and financial results.

Any such developments may also subject us to litigation and regulatory inquiries, which could result in monetary penalties and damages, distract management’s time and attention, and lead to enhanced regulatory oversight.

Acquisition and Capital Structure Risks

We have substantial debt outstanding and may incur additional debt.

As of December 31, ~~2022~~2023, our total long-term debt and finance lease obligations (including current portion) outstanding, including the debt of our subsidiaries, was $1311.~~246~~780 billion. Our debt levels could have significant consequences, including, but not limited to;

●

making it more difficult to satisfy our obligations;

●

a dilutive effect on our future earnings;

●

increasing our vulnerability to general adverse economic conditions, including, but not limited to, changes in interest rates;

●

requiring us to devote a substantial portion of our cash to make interest and principal payments on our debt, thereby reducing the amount of cash available for other purposes. As a result, we would have limited financial and operating flexibility to changing economic and competitive conditions;

●

limiting our ability to raise additional debt because it may be more difficult for us to obtain debt financing on attractive terms or at all; and

●

placing us at a disadvantage compared to our competitors that are less leveraged.

In addition, we ~~may~~will incur ~~substantial~~ additional debt in the future. The terms of the indentures relating to our senior notes and senior secured notes permit us to incur additional debt. If new debt is added to our current debt levels, the risks we now face could intensify.

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DISH Network has invested a total of over $30 billion to acquire certain wireless spectrum licenses, which includes $10 billion in initial noncontrolling investments in certain entities. See Note 2 and Note 15 in the Notes to the Consolidated Financial Statements in EchoStar’s Annual Report on Form 10-K for the year ended December 31, 2023 for detailed information regarding these licenses, including certain interim and final build-out requirements, as well as certain renewal requirements.

DISH Network may need to make significant additional investments or partner with others to, among other things, continue the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (“5G Network Deployment”) and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as DISH Network continues its 5G Network Deployment, DISH Network has and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third party integration. DISH Network may also determine that additional wireless spectrum licenses may be required to complete its 5G Network Deployment and to compete effectively with other wireless service providers.

In connection with the development of DISH Network’s wireless business, including, without limitation, the efforts described above, we have historically made funds available to DISH Network or EchoStar in the form of cash distributions and the Intercompany Loan (defined herein) to partially finance these efforts to date. Subject to, among other things, compliance with applicable legal requirements, including the covenants applicable to our outstanding debt securities, we may make additional funds available, including through cash distributions or loans to finance, in whole or in part, DISH Network or EchoStar’s future efforts. There can be no assurance that DISH Network will be able to profitably deploy these wireless spectrum licenses.

Our future success may depend on opportunities to buy or otherwise invest in other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. To pursue this strategy successfully, we must identify attractive acquisition or investment opportunities and successfully complete transactions, some of which may be large and complex. We may not be able to identify or complete attractive acquisition or investment opportunities due to, among other things, the intense competition for these transactions. If we are not able to identify and complete such acquisition or investment opportunities, our future results of operations and financial condition may be adversely affected.

We may be unable to obtain in the anticipated time frame, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions. Furthermore, the conditions imposed for obtaining any necessary approvals could delay the completion of such transactions for a significant period of time or prevent them from occurring at all. We may not be able to complete such transactions, and such transactions, if executed, pose significant risks and could have a negative effect on our operations. Any transactions that we are able to identify and complete may involve a number of risks, including, but not limited to:

●

the risks associated with developing and constructing new satellites;

●

the diversion of management’s attention from our existing business onto a strategic initiative;

●

the possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the Integration process;

●

the high degree of risk inherent in these transactions, which could become substantial over time, and higher exposure to significant financial losses if the underlying ventures are not successful on an acceptable timeline or at all;

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●

the possible inability to achieve the intended objectives of the transaction; and

●

the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses; and

●

the disruption of relationships with employees, vendors or customers.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all. We may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to, among other things, operational inefficiencies. In addition, the Integration process may strain our financial and managerial controls and reporting systems and procedures.

New acquisitions, joint ventures and other transactions may require the commitment of significant capital that would otherwise be directed to investments in our existing business. To pursue acquisitions and other strategic transactions, we may need to raise additional capital in the future, which may not be available on favorable terms, or at all. In addition, we make cash distributions or loans to DISH Network to finance acquisitions or investments that will not be part of our business.

In addition to committing capital to complete the acquisitions, substantial capital may be required to operate the acquired businesses following their acquisition. These acquisitions may result in significant financial losses if the intended objectives of the transactions are not achieved. Some of the businesses acquired by DISH Network have experienced significant operating and financial challenges in their recent history, which in some cases resulted in these businesses commencing bankruptcy proceedings prior to DISH Network’s acquisition. DISH Network may acquire similar businesses in the future. There is no assurance that DISH Network will be able to successfully address the challenges and risks encountered by these businesses following their acquisition. If DISH Network is unable to successfully address these challenges and risks, our business, financial condition and/or results of operations may suffer.

Our Senior Secured Notes are subordinated to our existing unsecured notes and certain future unsecured notes with respect to certain realizations under the Intercompany Loan (defined herein) and any collateral pledged as security therefor.

Our Senior Secured Notes are subordinated in respect of any realization under an intercompany loan to DISH Network to finance the purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure (together with future advances to DISH Network, the “Intercompany Loan”), and any collateral pledged as security therefor behind all of our existing unsecured notes and all future unsecured notes, except any future unsecured notes that expressly provide that such notes rank equal in right of payment with, or junior in right of payment to, the Senior Secured Notes with respect thereto. As a result of this subordination, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to any amounts realized under the Intercompany Loan, the holders of our existing and certain future unsecured notes will be entitled to be paid in full and in cash from such realized proceeds before any payment in respect of such realized proceeds may be made with respect to the Senior Secured Notes. While the Senior Secured Notes benefit from liens on substantially all existing and future tangible and intangible assets of DISH DBS and the guarantors (the “Collateral”), which does not secure our existing and future unsecured notes, the Collateral does not include the Intercompany Loan and there can be no assurances that the Collateral will be sufficient to satisfy all obligations under the Senior Secured Notes and under any of our other future indebtedness secured by the Collateral. We and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the Senior Secured Notes may receive less, ratably, than the holders of our existing and future unsecured notes as a result of this subordination.

We may need additional capital, which may not be available on favorable terms, to continue investing in our business and to finance acquisitions and other strategic transactions.

We may need to raise significant additional capital in the future, which may not be available on favorable terms to, among other things, continue investing in our business, pursue acquisitions and other strategic transactions. Adverse changes in the credit markets including, but not limited to, rising interest rates, could increase our borrowing costs and/or make it more difficult for us to obtain financing for our operations or for us to refinance existing indebtedness on favorable terms. Continued rising interest rates could increase our cost of capital and require us to devote a higher percentage of our cash flow to interest payments, which could have a material adverse effect on our financial results.18

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We will need additional capital, which may not be available on favorable terms to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions.

InWe ~~addition,~~do ~~economic~~not ~~weakness~~currently orhave ~~weak~~the ~~results~~necessary ~~of operations may limit our ability to, among other things, generate sufficient internal~~ cash toon ~~fund~~hand ~~investments, capital expenditures, acquisitions~~ and/or ~~other~~projected ~~strategic~~future ~~transactions, as well as to fund ongoing operations and service our debt. We may be unable to generate~~ cash flows ~~from operating activities sufficient~~ to ~~pay~~fund the ~~principal,~~November ~~premium,~~2024 ~~if any, and interest on our~~ debt ~~and other obligations~~maturity. IfTo weaddress ~~are unable to service~~ our ~~debt~~capital ~~and other obligations from cash flows from operating activities~~needs, we ~~may~~are ~~need~~in toactive ~~refinance~~discussions orwith ~~restructure~~funding ~~all~~sources ~~or a portion of such obligations prior~~ to ~~maturity. Any~~raise ~~refinancing~~additional orcapital ~~restructuring~~and ~~could~~refinance ~~have a material adverse effect on~~ our ~~business,~~outstanding ~~results of operations and/or financial condition~~debt. InWe ~~addition, we~~ cannot ~~guarantee~~provide assurances that ~~any~~we ~~refinancing~~will ~~or restructuring would sufficiently meet any debt or other obligations then due. Furthermore, our borrowing costs can~~ be ~~affected~~successful ~~by short and long-term debt ratings assigned by independent rating agencies, which are based,~~ in ~~significant~~obtaining ~~part,~~such ~~on,~~new ~~among~~financing ~~other factors, our performance as measured by their credit metrics. A decrease in these ratings would likely increase our cost of borrowing~~ and/or ~~make~~refinancing ~~it more difficult for us to obtain financing. A severe disruption in~~ the ~~global~~existing ~~financial~~debt ~~markets~~obligations ~~could~~necessary ~~impact some of the financial institutions with which we do business, and such instability could also affect our access to financing. As a result, these conditions make it difficult~~ for us to ~~accurately forecast and plan future business activities because we may not~~ have ~~access~~sufficient ~~to funding sources necessary for us to pursue organic and strategic business development opportunities~~liquidity.

Adverse changes in the credit markets including, but not limited to, rising interest rates and macro-economic conditions, could increase our borrowing costs and/or make it more difficult for us to obtain financing for our operations or for us to refinance existing indebtedness on favorable terms.

16Continued rising interest rates could increase our cost of capital and require us to devote a higher percentage of our cash flow to interest payments, which could have a material adverse effect on our financial results.

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Our parent, DISH Network, is controlled by one principal stockholder who is also our Chairman.

~~Charles~~In ~~W. Ergen~~addition, ~~our~~economic ~~and DISH Network’s Chairman~~weakness, ~~beneficially~~weak ~~owns~~results ~~approximately 51.8%~~ of ~~DISH~~operations ~~Network’s~~or ~~total~~other ~~equity~~factors ~~securities~~may ~~(assuming~~limit ~~conversion~~our ofability ~~all~~to, ~~Class B~~among ~~common~~other ~~stock into Class A common stock) and controls approximately 90.4% of the total voting power. Through his voting power~~things, ~~Mr. Ergen~~generate ~~has~~sufficient ~~the~~internal ~~ability~~cash to ~~elect~~fund ainvestments, ~~majority~~capital ofexpenditures, ~~DISH~~acquisitions ~~Network’s directors~~ and ~~to control all~~ other ~~matters~~strategic ~~requiring the approval of DISH Network’s stockholders. As a result~~transactions, ~~DISH~~as ~~Network~~well ~~is a “controlled company”~~ as ~~defined~~to infund ~~the~~ongoing ~~Nasdaq~~operations ~~listing rules~~ and ~~is,~~service ~~therefore,~~our ~~not~~debt. ~~subject~~We tomay ~~Nasdaq~~be ~~requirements~~unable ~~that would otherwise require DISH Network~~ to ~~have:~~generate ~~(i) a~~cash ~~majority~~flows offrom ~~independent~~operating ~~directors;~~activities ~~(ii) a~~sufficient ~~nominating~~to ~~committee~~pay ~~composed~~the ~~solely~~principal, ofpremium, ~~independent~~if ~~directors;~~any, ~~(iii)~~and ~~compensation~~interest ofon our ~~executive~~debt ~~officers~~and ~~determined~~other byobligations. aIf ~~majority~~we ofare ~~the~~unable ~~independent~~to ~~directors~~service orour adebt ~~compensation committee composed solely of independent directors;~~ and ~~(iv) director~~other ~~nominees~~obligations ~~selected,~~from orcash ~~recommended~~flows ~~for~~from ~~selection~~operating ~~by DISH Network’s Board of Directors~~activities, ~~either~~we bymay aneed ~~majority~~to ofrefinance ~~the~~or ~~independent~~restructure ~~directors~~all or a ~~nominating~~portion ~~committee composed solely~~ of ~~independent~~such ~~directors. Mr. Ergen~~obligations isprior ~~also~~to ~~the principal stockholder and Chairman of EchoStar~~maturity.

~~Legal~~Any refinancing or restructuring could have a material adverse effect on our business, results of operations and/or ~~Regulatory~~financial ~~Risks~~condition. In addition, we cannot guarantee that any refinancing or restructuring would sufficiently meet any debt or other obligations then due. If we do not pay interest or otherwise fulfill our debt obligations when due, our business, cash flows, results of operations and financial condition would be materially adversely impacted. In addition, the going concern qualification issued by our auditors could adversely impact investors as well as our relationships with employees and suppliers.

~~Our~~Furthermore, ~~business~~our ~~depends~~borrowing oncosts ~~certain~~can ~~intellectual~~be ~~property~~affected ~~rights~~by short and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on, ~~not~~among ~~infringing~~other ~~the~~factors, ~~intellectual~~our ~~property~~performance ~~rights~~as measured by their credit metrics. A decrease in these ratings would likely increase our cost of ~~others~~borrowing and/or make it more difficult for us to obtain financing.

WeA ~~rely~~severe ondisruption ~~our~~in ~~patents,~~the ~~copyrights,~~global ~~trademarks~~financial ~~and~~markets trade secrets, as well as licenses and other agreements with our vendors and other parties, to use our technologies, conduct our operations and sell our products and services. Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could ~~require~~impact ~~that~~some ~~we enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use~~ of the ~~intellectual~~financial ~~property~~institutions inwith ~~question~~which orwe ~~from~~do ~~the continuation of our~~ business, asand ~~currently~~such ~~conducted,~~instability ~~which~~ could ~~require~~also usaffect ~~to change~~ our ~~business~~access ~~practices or limit our ability~~ to ~~compete effectively or could have an adverse effect on our results of operations~~financing. ~~Even~~ As ifa ~~we believe any such challenges or claims are without merit~~result, ~~they~~these ~~can~~conditions becould ~~time~~make ~~consuming~~it ~~and~~difficult ~~costly~~for us to ~~defend~~accurately ~~and~~forecast ~~divert management’s attention~~ and ~~resources~~plan ~~away~~future ~~from our~~ business~~. Moreover,~~ activities because ~~of the rapid pace of technological change,~~ we ~~rely~~may onnot ~~technologies~~have ~~developed~~access orto ~~licensed~~funding bysources ~~third~~necessary ~~parties,~~for ~~and~~us ~~if we are unable~~ to ~~obtain~~pursue ororganic ~~continue~~and tostrategic ~~obtain licenses from these third parties on reasonable terms or at all, our~~ business, ~~financial~~development ~~condition and results of operations could be adversely affected~~opportunities.

InCovenants addition, we work with third parties such as vendors, contractors and suppliers for the development and manufacture of components that are integrated into our products and services, and our products and services may contain technologies provided to us by these third parties or other third parties. We may have little or no ability to determine in advance whether any such technology infringes the intellectual property rights of others. Our vendors, contractors and suppliers may not be required to indemnify us if a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. Legal challenges to these intellectual property rights may impair our ~~ability~~Indentures torestrict ~~use the products, services and technologies that we need in order to operate~~ our business ~~and may materially and adversely affect our business, financial condition and results of operations. Furthermore, our digital content offerings depend~~ in ~~part~~many ~~on effective digital rights management technology to control access to digital content~~ways. If the digital rights management technology that we use is compromised or otherwise malfunctions, content providers may be unwilling to provide access to their content. Changes in the copyright laws or how such laws may be interpreted could impact our ability to deliver content and provide certain features and functionality, particularly over the Internet.

There are restrictive covenants in our Indentures that restrict us and our subsidiaries (as applicable), under certain circumstances, from taking certain actions such as, among other things:

17● incur additional debt;

●

allow to exist certain restrictions on certain subsidiaries’ ability to pay dividends, make distributions, make other payments or transfer assets;

●

restrict our ability to make investments or make other payments in respect of our indebtedness;

●

limit our ability to incur indebtedness that is senior to, equal or subordinate to certain Indebtedness, or to engage in certain sale/leaseback transactions;

●

enter into certain transactions with affiliates;

●

merge or consolidate with another company;

●

restrict our ability to repurchase or prepay any other of our securities or other indebtedness; and

●

restrict our ability to enter into highly leveraged transactions.

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We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

WeOur ~~are~~ability to, ~~and~~among ~~may~~other ~~become~~things, ~~subject~~recapitalize, toincur ~~various~~additional ~~legal~~debt, ~~proceedings~~secure ~~and~~existing ~~claims~~or ~~which~~future ~~arise~~debt inor ~~the~~take ~~ordinary~~a ~~course~~number of other actions may be limited by the terms of the our Indentures, business and tax considerations and legal restrictions, including, ~~among~~but ~~other~~not ~~things~~limited to, ~~intellectual~~repurchasing ~~property~~indebtedness ~~disputes~~or paying dividends, and could have the effect of diminishing our ability to make payments on our outstanding Indebtedness when due.

~~Many~~Our ~~entities,~~ultimate ~~including some of our competitors~~parent, ~~have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer. In general~~EchoStar, ifis acontrolled ~~court~~by ~~determines that~~ one orprincipal ~~more~~stockholder ofwho ~~our~~is ~~products~~also or services infringes on intellectual property held by others, we may be required to cease developing or marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost, or to redesign those products or services in such a way as to avoid infringing the intellectual property. If those intellectual property rights are held by a competitor, we may be unable to obtain the intellectual property at any price, which could adversely affect our ~~competitive position~~Chairman. ~~See “Item 1. Business – Patents and Other Intellectual Property” of DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022 for further information.~~

WeCharles ~~may~~W. ~~not~~Ergen, beour, ~~aware~~DISH Network and EchoStar’s Chairman, beneficially owns approximately 54% of ~~all~~EchoStar’s ~~intellectual~~total ~~property~~equity ~~rights~~securities ~~that~~(assuming ~~our~~conversion ~~services~~of orthe Class B common stock beneficially owned by Mr. Ergen into Class A common stock and giving effect to the ~~products~~exercise ~~used~~of inoptions ~~connection~~held ~~with~~by ~~our~~Mr. ~~services~~Ergen that are either currently exercisable as of, or may ~~potentially~~become ~~infringe. In~~exercisable ~~addition~~within 60 days after, ~~patent~~February 27, ~~applications~~2023) inand beneficially owns approximately 91.4% of the ~~United~~total ~~States~~voting ~~are~~power ~~confidential~~of ~~until~~all ~~the~~classes ~~Patent~~of EchoStar’s shares (assuming no conversion of any Class B common stock and ~~Trademark~~giving ~~Office~~effect to the exercise of options held by Mr. Ergen that are either ~~publishes~~currently ~~the~~exercisable ~~application~~as of, or ~~issues~~may abecome ~~patent~~exercisable ~~(whichever~~within ~~arises~~60 ~~first~~days after, February 27, 2023). ~~Therefore~~ Through his beneficial ownership of EchoStar’s equity securities, itMr. Ergen ishas ~~difficult~~the ability to ~~evaluate~~elect ~~the~~a ~~extent~~majority of EchoStar’s directors and to ~~which~~control ~~our~~all ~~services~~other ormatters requiring the ~~products~~approval ~~used~~of inits ~~connection~~stockholders. As ~~with~~a ~~our~~result ~~services~~of ~~may~~Mr. Ergen’s ~~infringe~~voting ~~claims~~power, ~~contained~~EchoStar is a “controlled company” as defined in ~~pending~~the ~~patent~~NASDAQ ~~applications. Furthermore~~listing rules and, ittherefore, is ~~sometimes~~ not ~~possible~~subject to ~~determine~~NASDAQ ~~definitively~~requirements ~~whether~~that would otherwise require EchoStar to have (i) a ~~claim~~majority of ~~infringement~~independent isdirectors; ~~valid~~(ii) a nominating committee composed solely of independent directors; (iii) compensation of EchoStar’s executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for EchoStar’s Board of Directors selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.

Risks Related to the Regulation of Our Business

Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted.

If the FCC were to cancel, revoke, suspend, restrict, significantly condition, or fail to renew any of our licenses or authorizations, or fail to grant our applications for FCC licenses that we may file from time to time, it could have a material adverse effect on our business, financial condition and results of operations. As an example, a loss of a frequency authorization would reduce the amount of spectrum available to us, potentially reducing the amount of DISH TV ~~services~~offerings available to our DISH TV subscribers. The materiality of such a loss of authorizations would vary based upon, among other things, the location of the frequency used or the availability of replacement spectrum. In addition, Congress and other Administrative and Regulatory agencies often consider and enact legislation that affects us and FCC proceedings to implement the Communications Act and enforce its regulations are ongoing. We cannot predict the outcomes of these legislative or regulatory proceedings or their effect on our business.

IfThe ~~our~~risk ~~internal~~of ~~controls~~non-compliance ~~are~~with ~~not~~laws ~~effective~~and regulations, ~~our business~~including, ~~DISH~~but ~~Network’s~~not ~~stock~~limited ~~price~~to, ~~and~~the ~~investor~~risk ~~confidence~~of inchanges ~~our~~to ~~financial~~laws ~~results~~and ~~may~~regulations, becould adversely ~~affected~~affect our business.

WeOur ~~periodically~~business ~~evaluate~~is ~~and~~regulated ~~test~~by ~~our~~numerous ~~internal~~governmental ~~control~~agencies ~~over~~and ~~financial~~other ~~reporting~~regulatory tobodies, ~~satisfy~~both ~~the~~domestically ~~requirements~~and ofinternationally. Violations ~~Section 404~~ of ~~the~~these ~~Sarbanes-Oxley~~laws ~~Act. Our~~and ~~management~~regulations ~~has~~could ~~concluded~~result ~~that~~in ~~our~~fines ~~internal~~or ~~control~~penalties ~~over~~or ~~financial~~other ~~reporting~~sanctions ~~was~~which ~~effective~~could ashave ofa ~~December 31, 2022. We~~material ~~depend~~adverse onimpact ~~our third-party vendors’ internal controls and rely~~ on ~~these controls when evaluating the effectiveness of~~ our ~~internal controls~~business. If inAdditionally, ~~the~~our ~~future~~ability ~~we are unable~~ to ~~report~~operate ~~that~~and grow our ~~internal~~business ~~control~~depends ~~over~~on ~~financial~~laws ~~reporting is effective, investors, subscribers~~ and ~~business~~regulations ~~partners~~that ~~could~~govern ~~lose confidence in~~ the ~~accuracy~~frequency ofbands ~~our~~and/or ~~financial~~orbital ~~reports,~~locations ~~which~~we ~~could~~operate in ~~turn~~or ~~have~~may aoperate ~~material~~in ~~adverse effect on our business, investor confidence~~ in ~~our~~the ~~financial results may weaken, and DISH Network’s stock price may suffer~~future.

These laws and regulations are subject to the administrative and political process and do change from time to time. Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently.

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If our internal controls are not effective, our business, EchoStar’s stock price and investor confidence in our financial results may be adversely affected.

We periodically evaluate and test our internal control over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. We depend on our third-party vendors’ internal controls and rely on these controls when evaluating the effectiveness of our internal controls. If in the future we are unable to report that our internal control over financial reporting is effective, investors, subscribers and business partners could lose confidence in the accuracy of our financial reports, which could in turn have a material adverse effect on our business.

We may face other risks described from time to time in periodic and current reports we file with the SEC.

Item 1B. UNRESOLVED STAFF COMMENTS

None

18Item 1C. CYBERSECURITY

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We recognize the importance of assessing, identifying, reviewing and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational and legal risks including intellectual property theft or loss, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all technical standards, specifications or requirements under NIST.

We have an enterprise-wide information security program designed to identify, protect against, detect, respond to, and recover from cybersecurity risks, threats and events. Our cyber risk management system contributes significantly to the overall resilience and integrity of our business by, among other things, integrating the risk identification process in all major company initiatives and deployment processes, implementing a unified approach to managing both digital and traditional business risks, making continuous improvements and regularly reporting to management and EchoStar’s Board of Directors as a whole to ensure accountability.

We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We and certain third parties conduct regular reviews and tests of our information security program and also leverage, among other things, audits, tabletop exercises, penetration and vulnerability testing, red team exercises, simulations and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning. In addition, we evaluate third-party risks and perform third-party risk management to assess, identify and mitigate risks from third parties such as vendors, suppliers and other business partners.

We have experienced cyber-attacks or other malicious activities that disrupted our business in the past. Any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations could harm our business in the future. On February 23, 2023, we experienced a network outage that affected its internal servers and IT telephony. We immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the situation. We engaged the services of certain cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cybersecurity incident, we promptly notified appropriate law enforcement authorities. In addition, on February 28, 2023, we further disclosed that certain data had been extracted from the DISH Network IT systems.

After investigation and discussions with certain third parties, we determined that our customer databases were not accessed, however, we confirmed that certain employee-related records as well as a limited number of other records containing certain personal information were among the data extracted. We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted.

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The DISH TV and SLING TV services remained operational at all times during the incident. As of March 31, 2023, all significant systems had been restored. We have no reason to believe that this cybersecurity incident has not been concluded.

We describe whether and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

The Chief Information Security Officer (“CISO”) leads our information security organization responsible for overseeing our information security program. The CISO has over 25 years of experience in various roles involving information security, including risk management and security leadership. Team members who support our information security program have relevant education, professional certifications and industry experience, including but not limited to, holding similar positions at large technology companies. The team provides regular reports, no less frequently than monthly, to senior management and other relevant teams, including, but not limited to, the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”) and Chief Legal Officer (“CLO”).

Preparation for and, where possible prevention of cybersecurity incidents involves regular and structured briefings to key management on risk remediation measures that should be taken to decrease, among other things, the likelihood and severability of incidents and to mitigate and manage their effects. The CEO, COO, CIO, CLO and other members of management receive detailed updates on cybersecurity risks on a regular basis, no less frequently than monthly, or when significant risks or incidents are identified. These briefings enable the management team to, among other things, stay informed of the latest threats, assess the effectiveness of current security measures and make timely decisions on strategic security initiatives. In addition, EchoStar’s Board of Directors is regularly briefed, no less frequently than quarterly, on cybersecurity risks as part of its oversight functions and to ensure that cybersecurity practices align with the company’s overall risk management framework and business objectives.

In connection with the Integration, we anticipate that we will continue to evaluate and address as needed our cyber security risk management, policies, structure, strategies and governance to meet our needs.

Item 2. PROPERTIES

The following table sets forth certain information concerning our principal properties as of December 31, 2023.

Leased From Description/Use/Location Owned EchoStar DISH Other ThirdParty Corporate headquarters, Englewood, Colorado X Customer call center, warehouse, service, and remanufacturing center, El Paso, Texas X Data Center, Cheyenne, Wyoming X Digital broadcast operations center, Cheyenne, Wyoming X Digital broadcast operations center, Gilbert, Arizona X Engineering offices and service center, Englewood, Colorado X Warehouse, Denver, Colorado X Warehouse and distribution center, ~~Denver~~Spartanburg, ~~Colorado~~South Carolina X Warehouse and distribution center, ~~Atlanta~~Denver, ~~Georgia~~Colorado X Warehouse and distribution center, ~~Denver~~Atlanta, ~~Colorado~~Georgia X X

In addition to the principal properties listed above, we operate numerous facilities for, among other things, our in-home service operations, customer call centers and digital broadcast operations centers strategically located in regions throughout the United States. Furthermore, we own or lease capacity on ~~ten~~nine satellites, which are a major component of our DISH TV services. See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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Item 3. LEGAL PROCEEDINGS

See Note 12 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information. As of March 1029, ~~2023~~2024, all 1,015 issued and outstanding shares of our common stock were held by DOC. There is currently no established trading market for our common stock.

Item 6. [Reserved]

Item 7. MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

You should read the following management’s narrative analysis of our financial condition and results of operations together with the audited consolidated financial statements and notes to our financial statements included elsewhere in this Annual Report on Form 10-K. This management’s narrative analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under the caption “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K and we expressly disclaim any obligation to update any forward-looking statements.

Recent Developments

19DISH Network’s Merger with EchoStar

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On December 31, 2023, EchoStar completed the Merger with DISH Network.

For more information and a copy of the Amended Merger Agreement, see the Form 8-K of EchoStar filed on October 3, 2023 and the Form 8-K of EchoStar filed on January 2, 2024.

With the Merger complete, we are currently focused on the Integration.

Overview

We currently operate one business segment, Pay-TV.

Our Pay-TV business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service, and great value. We offer Pay-TV services under the DISH® brand and the SLING® brand. We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.

~~Recent Developments~~23

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Future Capital Requirements

~~Cyber-Security~~We ~~Incident~~expect to fund our future working capital, capital expenditures, other investments, and debt service requirements from cash generated from operations, existing cash, restricted cash, cash equivalents and marketable investment securities balances, and cash generated through raising additional capital. We do not currently have the necessary cash, cash equivalents and marketable investment securities and/or projected future cash flows to fund the November 2024 debt maturity. To address our capital needs, we are in active discussions with funding sources to raise additional capital and restructure our outstanding debt.

OnOur ~~February~~capital ~~23,~~expenditures ~~2023,~~vary ~~our~~depending ~~parent~~on, ~~DISH~~among ~~Network~~other things, ~~announced~~the onnumber ~~its~~of ~~earnings~~satellites ~~call~~leased ~~that~~or itunder ~~had~~construction ~~experienced~~at aany ~~network~~point ~~outage~~in ~~that~~time ~~affected~~and ~~internal~~could ~~servers~~increase ~~and~~materially ITas ~~telephony. We~~a ~~immediately~~result ~~activated~~of ~~our~~increased ~~incident~~competition, ~~response~~significant satellite failures, or economic weakness and ~~business~~uncertainty. Our ~~continuity~~DISH ~~plans~~TV ~~designed~~subscriber tobase ~~contain,~~has ~~assess~~been declining and ~~remediate~~there ~~the~~can ~~situation. The~~be ~~services~~no ofassurance ~~cyber-security~~that ~~experts~~our ~~and~~DISH ~~outside~~TV ~~advisors~~subscriber ~~were~~base ~~retained~~will not continue to ~~assist~~decline inand that the ~~evaluation~~pace of ~~the~~such ~~situation~~decline will not accelerate. WeIn ~~have~~the ~~determined~~event that ~~the~~our ~~outage~~DISH ~~was~~TV ~~due~~subscriber base continues to decline, it will have a ~~cyber-security~~material ~~incident~~adverse ~~and~~long-term ~~notified~~effect ~~appropriate~~on ~~law~~our ~~enforcement~~cash ~~authorities~~flow.

OnVolatility ~~February~~in ~~27,~~the ~~2023,~~financial wemarkets ~~became~~has ~~aware~~made ~~that~~it ~~certain~~more ~~data~~difficult ~~was~~at ~~extracted~~times ~~from~~for ~~our~~issuers ~~IT systems as part~~ of ~~this~~high-yield ~~incident. It~~indebtedness, issuch ~~possible~~as ~~the~~us, ~~investigation~~to ~~will~~access ~~reveal~~capital ~~that~~markets ~~the~~at ~~extracted~~favorable ~~data includes personal information~~terms. ~~The~~ These ~~measures~~developments ~~described~~may ~~above~~have ~~are~~a ~~continuing~~significant ~~while~~effect ~~we,~~on ~~with~~our ~~the~~cost ~~assistance~~ of ~~third-party~~financing ~~experts~~ and ~~advisors,~~our ~~investigate~~liquidity ~~the extent of the cyber-security incident~~position.

~~The~~We ~~forensic~~have ~~investigation~~made cash distributions and ~~assessment~~the Intercompany Loan to partially finance the development of DISH Network’s 5G Network Deployment, including, but not limited to, the ~~impact~~purchase of ~~this~~wireless ~~incident~~spectrum islicenses ~~ongoing. DISH~~and TVthe retail wireless business to date, and ~~SLING~~we TVmay ~~remain~~make ~~operational;~~additional ~~however~~funds ~~our~~available ~~internal~~to ~~communications~~DISH Network or EchoStar in the form of cash distributions or loans to finance, ~~customer~~in ~~call~~whole ~~centers~~or ~~and~~in ~~internet~~part, ~~sites~~DISH ~~have~~Network ~~been~~or ~~affected~~EchoStar’s future efforts. WeThese ~~are~~factors, ~~actively~~including, ~~engaged~~but not limited to, debt maturities, continuing investment in ~~restoring~~our ~~the~~business, ~~affected~~financing ~~systems~~acquisitions and ~~are~~other ~~making~~strategic ~~steady~~transactions, ~~progress~~will require us to raise additional capital in the future which may not be available on favorable terms, or at all.

~~During~~Other the quarter ending March 31, 2023, we are incurring certain cyber-security-related expenses, including costs to remediate the incident and provide additional customer support, and expect to incur additional expense in future periods resulting from the cyber-security incident. The cyber-security incident may also affect certain operating metrics, including, but not limited to, our subscriber activation and churn and may adversely affect our financial condition, results of operations and cash flows. Although the extent of any such adverse impact has not been determined, it may be material. Developments

~~Economic~~Cybersecurity ~~Environment~~ Incident

~~During~~On ~~2022~~February 23, 2023, we experienced ~~significant~~a ~~inflationary~~network ~~pressures~~outage inthat affected our ~~commodity~~internal servers and ~~labor~~IT ~~costs~~telephony. We ~~resulting~~immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the ~~macroeconomic~~situation. We ~~environment~~engaged the services of certain cyber-security experts and outside advisors to assist in the ~~United~~evaluation ~~States,~~of ~~which~~the ~~has~~situation, ~~significantly~~and ~~impacted~~once ~~our~~we ~~overall~~determined ~~operating~~that ~~results~~the asoutage ~~compared~~was due to ~~the~~a ~~same~~cyber-security ~~period~~incident, inwe ~~2021~~promptly notified appropriate law enforcement authorities.

~~COVID~~On February 28, 2023, we further disclosed that certain data had been extracted from our IT systems. Our investigation into the extent of the incident is now completed. We determined that our customer databases were not accessed, however, we confirmed that certain employee-19related ~~Update~~records as well as a limited number of other records containing certain personal information were among the data extracted. We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted.

~~The COVID-19~~Our ~~pandemic~~DISH ~~created~~TV ~~unanticipated~~and ~~circumstances~~SLING ~~and~~TV ~~uncertainty~~services remained operational at all times during the incident. As of March 31, ~~disruption~~2023, ~~and~~all significant ~~volatility~~systems inhad been restored. During the ~~economic~~first ~~environment~~quarter ~~generally~~of 2023, ~~which~~we ~~have~~and ~~adversely~~our ~~affected~~parent, ~~and~~DISH ~~may~~Network, ~~continue~~incurred tosubstantially ~~adversely~~all ~~affect,~~of our ~~business~~cyber-security-related ~~operations~~expenses for this matter, including, ~~our~~but ~~supply~~not ~~chain~~limited to, costs to remediate the incident and ~~could~~provide ~~materially~~additional customer support. During the second, third and ~~adversely~~fourth ~~affect~~quarters of 2023, we and our ~~business~~parent, ~~financial~~DISH ~~condition~~Network, did not incur additional material expenses resulting from the cyber-security incident and ~~results~~do ofnot ~~operations~~expect to incur material expenses in future periods. In During ~~addition~~the year ended December 31, ~~any~~2023, ~~resurgence~~we and our parent, DISH Network, incurred approximately $30 million in ~~COVID~~cyber-19security-related ~~could~~expenses, ~~adversely~~which ~~affect~~are recorded in “Cost of services” on our ~~business,~~Consolidated ~~financial~~Statements ~~condition~~of Operations and ~~results~~Comprehensive ofIncome ~~operations~~(Loss).

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Economic Environment

During 2022 and 2023, we experienced significant inflationary pressures in our commodity and labor costs resulting from the macroeconomic environment in the United States, which has significantly impacted our overall operating results.

Pay-TV

We offer Pay-TV services under the DISH® brand and the SLING® brand. As of December 31, ~~2022~~2023, we had 98.~~750~~526 million Pay-TV subscribers in the United States, including 76.~~416~~471 million DISH TV subscribers and 2.~~334~~055 million SLING TV subscribers. We promote our Pay-TV services by providing our subscribers with better service, technology and value than those available from other subscription television service providers. We offer a wide selection of video services under the DISH TV brand, with access to hundreds of channels depending on the level of subscription. Our standard programming packages generally include programming provided by national cable networks. We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative. Our SLING TV services require an Internet connection and are available on multiple streaming-capable devices including, among others, streaming media devices, TVs, tablets, computers, game consoles and phones. We offer SLING domestic, SLING International, SLING Latino and SLING ~~Latino~~Freestream video programming services.

Trends

Competition

Competition has intensified in recent years as the pay-TV industry has matured. We and our competitors increasingly must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay-TV services. We face substantial competition from established pay-TV providers and broadband service providers and increasing competition from companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices, including wireless service providers. In recent years, industry consolidation and convergence has created competitors with greater scale and multiple product/service offerings. These developments, among others, have contributed to intense and increasing competition, and we expect such competition to continue.

We incur significant costs to retain our existing DISH TV subscribers, generally as a result of upgrading their equipment to next generation receivers, primarily including our Hopper® receivers, and by providing retention credits. Our DISH TV subscriber retention costs may vary significantly from period to period.

Many of our competitors have been especially aggressive by offering discounted programming and services for both new and existing subscribers, including, but not limited to, bundled offers combining broadband, video and/or wireless services and other promotional offers. Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services.

Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content. We also face competition from providers of video content, many of which are providers of ~~our~~ programming content to us, that distribute content over the Internet including services with live linear television programming, as well as single programmer offerings and offerings of large libraries of on-demand content, including in certain cases original content. These product offerings include, but are not limited to, Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, ~~HBO~~ Max, STARZ, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings.

Significant changes in consumer behavior regarding the means by which consumers obtain video entertainment and information in response to digital media competition could have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. In particular, consumers have shown increased interest in viewing certain video programming in any place, at any time and/or on any broadband or Internet-connected device they choose. Online content providers may cause our subscribers to disconnect our DISH TV services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through these online content providers a certain portion of the services that they would have historically purchased from us.

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Our Pay-TV subscriber base has been declining due to, among other things, the factors described above. There can be no assurance that our Pay-TV subscriber base will not continue to decline and that the pace of such decline will not accelerate. As our Pay-TV subscriber base continues to decline, it could have a material adverse long-term effect on our business, results of operations, financial condition and cash flow.

Programming

Our ability to compete successfully will depend, among other things, on our ability to continue to obtain desirable programming and deliver it to our subscribers at competitive prices. Programming costs represent a large percentage of our “Cost of services” and the largest component of our total expense. We expect these costs to continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms and certain programming costs are rising at a much faster rate than wages or inflation. In particular, the rates we are charged for retransmitting local broadcast channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers. Our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. Going forward, our margins may face pressure if we are unable to renew our long-term programming contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers.

Increases in programming costs have caused us to increase the rates that we charge to our subscribers, which could in turn cause our existing Pay-TV subscribers to disconnect our services or cause potential new Pay-TV subscribers to choose not to subscribe to our services. Additionally, even if our subscribers do not disconnect our services, they may purchase through new and existing online content providers a certain portion of the services that they would have historically purchased from us.

Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate may be negatively impacted if we are unable to renew our long-term programming carriage contracts. ~~Our~~In the past, our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. OnThere October 6, 2021, Tegna Inc. (“Tegna”) removed its channels from our DISH TV programming lineup in 53 markets. On February 4, 2022, we and Tegna signed a new long-term programming carriage contract which restored these channels to our DISH TV programming lineup. Although subscriber demand for local network stations has decreased in recent years as a result of, among other things, programming being available to subscribers through alternative methods, including, but not limited to, over the air antennas, there can be no assurance that the removal of ~~these~~any ~~or other~~ channels will not have a material adverse effect on our business, results of operations and financial condition or otherwise disrupt our business. In addition, the Walt Disney Company (“Disney”) removed its channels, including locals in eight markets, from our DISH TV and SLING TV programming lineup, from October 1, 2022 to October 3, 2022, after we were unable to reach a contract extension agreement prior to the expiration of the programming carriage contract. The channels were restored when we reached a tentative contract extension agreement with Disney and subsequently, we and Disney signed a new long-term programming carriage contract.

InWe ~~addition, we~~ cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate resulting from ~~additional~~ programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.

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Other Developments

Adaptive Bitrate Streaming Patents

Through our subsidiaries, we hold dozens of issued United States and foreign patents that relate to Adaptive Bitrate Streaming. On September 9, 2022, the chief administrative law judge at the United States International Trade Commission (“ITC”) issued an Initial Determination holding that the video streaming in certain Peloton, NordicTrack and Mirror exercise equipment infringes four of those patents, and recommended that the ITC prevent the importation, ~~distribution and sales~~ of the infringing products. On March 8, 2023, the ITC issued its Final Determination, which ~~upheld~~affirmed the Initial Determination infor ~~all~~three ~~material~~of ~~respects;~~the ~~determined~~four ~~that~~patents ~~the~~in ~~appropriate~~all ~~form~~material ~~of relief~~aspects, isand aissued ~~Limited~~the ~~Exclusion Order;~~recommended exclusion and ~~also~~ ~~determined~~cease toand ~~issue~~desist ~~Cease~~orders, ~~and~~which ~~Desist~~will ~~Orders~~become ~~against~~effective ~~iFit~~after ~~(NordicTrack)~~a ~~and~~Presidential ~~Peloton~~review period. On February 9, 2023, we entered into a confidential license agreement covering Mirror exercise equipment that resolves our litigation involving those products. On May 1, 2023, we entered into a $75 million license agreement covering Peloton exercise equipment that resolves our litigation involving those products. During the year ended December 31, 2023, we recorded the $75 million license agreement in “Equipment sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). On March 6, 2024, we entered into a license agreement covering NordicTrack exercise equipment that resolves our litigation involving those products.

Operational Liquidity

We make general investments in property such as, among others, satellites, set-top boxes, information technology and facilities that support our Pay-TV business. Moreover, since we are a subscriber-based company, we also make subscriber-specific investments to acquire new subscribers and retain existing subscribers. While the general investments may be deferred without impacting the business in the short-term, the subscriber-specific investments are less discretionary. Our overall objective is to generate sufficient cash flow over the life of each subscriber to provide an adequate return against the upfront investment. Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment.

There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time. The first factor is our churn rate and how successful we are at retaining our current subscribers. To the extent we lose subscribers from our existing base, the positive cash flow from that base is correspondingly reduced. The second factor is how successful we are at maintaining our service margins. To the extent our “Cost of services” grow faster than our “Service revenue,” the amount of cash flow that is generated per existing subscriber is reduced. Our Pay-TV service margins have been reduced by, among other things, higher programming costs. The third factor is the rate at which we acquire new subscribers. The faster we acquire new subscribers, the more our positive ongoing cash flow from existing subscribers is offset by the negative upfront cash flow associated with acquiring new subscribers. Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period.

Finally, our future cash flow is impacted by, among other things, the rate at which we make general investments, incur litigation expense, and any cash flow from financing activities. In addition, declines in our Pay-TV subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines will not continue.

Availability of Credit and Effect on Liquidity

The ability to raise capital has generally existed for us despite economic weakness and uncertainty. While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition.

Debt Issuances and Maturity

On May 24, 2021, we issued $1.5 billion aggregate principal amount of our 5 1/8% Senior Notes due June 1, 2029. Interest accrues at an annual rate of 5 1/8% and is payable semi-annually in cash, in arrears on June 1 and December 1 of each year.

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On November 26, 2021, we issued $2.750 billion aggregate principal amount of our 5 1/4% Senior Secured Notes due December 1, 2026. Interest accrues at an annual rate of 5 1/4% and is payable semi-annually in cash, in arrears on June 1 and December 1 of each year, commencing on June 1, 2022.

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On November 26, 2021, we issued $2.5 billion aggregate principal amount of our 5 3/4% Senior Secured Notes due December 1, 2028. Interest accrues at an annual rate of 5 3/4% and is payable semi-annually in cash, in arrears on June 1 and December 1 of each year, commencing on June 1, 2022.

Our 6 3/4% Senior Notes due 2021 with an aggregate principal balance of $2.0 billion were repurchased or redeemed as of June 1, 2021.

Our 5 7/8% Senior Notes due 2022 with an aggregate principal balance of $2.0 billion were repurchased or redeemed as of July 15, 2022.

~~During~~Our ~~the year ended December 31, 2022, we repurchased approximately $57 million of our~~ 5% Senior Notes due 2023 inwith ~~open~~an ~~market~~aggregate ~~trades. The~~principal ~~remaining~~ balance of ~~approximately~~ $1.~~443~~5 billion ~~matured~~were ~~and~~repurchased ~~was~~or redeemed onas of March 15, 2023.

~~Future~~During ~~Liquidity~~the year ended December 31, 2023, we repurchased approximately $17 million of our 5 7/8% Senior Notes due 2024 in open market trades. The remaining balance of approximately $1.983 billion matures on November 15, 2024.

WeCovenants ~~have made cash distributions~~ and ~~the~~Restrictions ~~Intercompany~~Related ~~Loan~~ to partially finance the development of DISH Network’s 5G Network Deployment, including, but not limited to, the purchase of wireless spectrum licenses and the retail wireless business to date, and we may make additional funds available to DISH Network in the form of cash distributions or loans to finance, in whole or in part, DISH Network’s future efforts. These factors, including, but not limited to, debt maturities, continuing investment in our ~~business,~~Long-Term ~~financing acquisitions and other strategic transactions, may require us to raise additional capital in the future which may not be available on acceptable terms, or at all.~~Debt

Covenants and Restrictions Related to our Senior Notes

We are subject to the covenants and restrictions set forth in the indentures related to our long-term debt. In particular, the indentures related to our outstanding senior notes and senior secured notes contain restrictive covenants that, among other things, impose limitations on our ability to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) make certain investments; (v) create liens; (vi) enter into certain transactions with affiliates; (vii) merge or consolidate with another company; and (viii) transfer or sell assets. Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. As of the date of filing of this Annual Report on Form 10-K, we were in compliance with the covenants and restrictions related to our respective long-term debt.

Notes Receivable - DISH Network

Concurrently with the issuance of the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 and using the proceeds thereof, we made the Intercompany Loan to DISH Network to be used by DISH Network to finance the purchase of certain wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. The aggregate principal amount of the Intercompany Loan was initially $5.250 billion, and on February 11, 2022, we advanced an additional $1.5 billion to DISH Network. As of December 31, ~~2022~~2023, the total Intercompany Loan amount outstanding plus interest paid in kind was $7.~~160~~496 billion, not including accrued interest receivable of $37 million, of which $18 million must be paid in cash. Subsequent to December 31, 2023, we, in our capacity as “Lender” under the terms of the Loan and Security Agreement related to the Intercompany Loan between DISH Network and us, have consummated the assignment pursuant to such terms, without any modification or amendment thereto, of our receivable in respect to the 2026 Tranche of $4.7 billion to DBS Intercompany Receivable L.L.C. DBS Intercompany Receivable L.L.C. has subsequently assigned its rights as lender thereunder to EchoStar Intercompany Receivable Company L.L.C., our ultimate parent, EchoStar’s direct wholly-owned subsidiary, such that amounts owed in respect of the 2026 Tranche will now be paid by DISH Network to EchoStar Intercompany Receivable L.L.C.

New Accounting Pronouncements

See Note 2 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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EXPLANATION OF KEY METRICS AND OTHER ITEMS

Service revenue. “Service revenue” consists principally of Pay-TV subscriber revenue. Certain of the amounts included in “Service revenue” are not recurring on a monthly basis.

Equipment sales and other revenue. “Equipment sales and other revenue” principally includes the non-subsidized sales of Pay-TV equipment and the licensing of certain intellectual property.

Cost of services. “Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV services.

Cost of sales - equipment and other. “Cost of sales – equipment and other” principally includes the cost of the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized.

Selling, general and administrative expenses. “Selling, general and administrative expenses” consists primarily of direct sales costs, advertising and selling costs, third-party commissions related to the acquisition of subscribers and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers, and the cost of subsidized sales of Pay-TV equipment for new subscribers ~~and employee-related costs associated with administrative services such as legal, information systems, and accounting and finance~~.

Impairment of long-lived assets and goodwill. “Impairment of long-lived assets and goodwill” includes our impairment losses related to our property and equipment, regulatory authorizations, goodwill and other intangible assets.

Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our long-term debt (net of capitalized interest), prepayment premiums, amortization of debt discounts and debt issuance costs associated with our long-term debt, and interest expense associated with our finance lease obligations.

Other, net. The main components of “Other, net” are gains and losses realized on the sale of investments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities and equity in earnings and losses of our affiliates.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”). EBITDA is defined as “Net income (loss)” plus “Interest expense, net of amounts capitalized” and net of “Interest income,” “Income tax (provision) benefit, net” and “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Net income (loss)” in our discussion of “Results of Operations” below.

Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below.

DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count. We also provide DISH TV services to hotels, motels and other commercial accounts. For certain of these commercial accounts, we divide our total revenue for these commercial accounts by $34.99, and include the resulting number, which is substantially smaller than the actual number of commercial units served, in our DISH TV subscriber count.

SLING TV subscribers. We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. SLING TV customers receiving service for no charge, under certain new subscriber promotions, are excluded from our SLING TV subscriber count. For customers who subscribe to multiple SLING TV packages, each customer is only counted as one SLING TV subscriber.

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Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and SLING TV subscribers discussed above. For customers who subscribe to both our DISH TV services and our SLING TV services, each subscription is counted as a separate Pay-TV subscriber.

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Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber, or Pay-TV ARPU, by dividing average monthly Pay-TV “Service revenue” for the period by our average number of Pay-TV subscribers for the period. The average number of Pay-TV subscribers is calculated for the period by adding the average number of Pay-TV subscribers for each month and dividing by the number of months in the period. The average number of Pay-TV subscribers for each month is calculated by adding the beginning and ending Pay-TV subscribers for the month and dividing by two. SLING TV subscribers on average purchase lower priced programming services than DISH TV subscribers, and therefore, as SLING TV subscribers increase as a percentage of total Pay-TV subscribers, it has had a negative impact on Pay-TV ARPU.

DISH TV average monthly subscriber churn rate (“DISH TV churn rate”). We are not aware of any uniform standards for calculating subscriber churn rate and believe presentations of subscriber churn rates may not be calculated consistently by different companies in the same or similar businesses. We calculate our “DISH TV churn rate” for any period by dividing the number of DISH TV subscribers who terminated service during the period by the average number of DISH TV subscribers for the same period, and further dividing by the number of months in the period. The average number of DISH TV subscribers is calculated for the period by adding the average number of DISH TV subscribers for each month and dividing by the number of months in the period. The average number of DISH TV subscribers for each month is calculated by adding the beginning and ending DISH TV subscribers for the month and dividing by two.

DISH TV SAC. Subscriber acquisition cost measures are commonly used by those evaluating traditional companies in the pay-TV industry. We are not aware of any uniform standards for calculating the “average subscriber acquisition costs per new DISH TV subscriber activation,” or DISH TV SAC, and we believe presentations of pay-TV SAC may not be calculated consistently by different companies in the same or similar businesses. Our DISH TV SAC is calculated using all costs of acquiring DISH TV subscribers (e.g., subsidized equipment, advertising, installation, commissions and direct sales, etc.) which are included in “Selling, general and administrative expenses,” plus capitalized payments made under certain sales incentive programs and the value of equipment capitalized under our lease program for new DISH TV subscribers, divided by gross new DISH TV subscriber activations. We include all new DISH TV subscribers in our calculation, including DISH TV subscribers added with little or no subscriber acquisition costs.

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RESULTS OF OPERATIONS

Year Ended December 31, ~~2022~~2023 Compared to the Year Ended December 31, ~~2021~~2022.

For the Years Ended December 31,

Variance

Statements of Operations Data

~~2022~~2023

~~2021~~2022

Amount

(In thousands)

Revenue:

Service revenue

1211,~~273~~320,~~150~~526

12,~~649~~281,~~285~~346

(~~376~~960,~~135~~820)

(37.08)

Equipment sales and other revenue

~~105~~153,~~058~~699

~~112~~96,~~578~~862

(756,~~520)~~837

(658.7)

Total revenue

1211,~~378~~474,~~208~~225

12,~~761~~378,~~863~~208

(~~383~~903,~~655~~983)

(37.03)

Costs and Expenses:

Cost of services

7,~~527~~100,~~563~~543

7,~~852~~527,~~934~~563

(~~325~~427,~~371~~020)

(45.17)

% of Service revenue

6162.37

6261.13

Cost of sales - equipment and other

7978,~~905~~219

8779,~~578~~905

(71,~~673~~686)

(82.81)

Selling, general and administrative expenses

1,~~593~~375,~~723~~908

1,~~442~~593,~~897~~723

~~150~~(217,~~826~~815)

10(13.57)

% of Total revenue

12.90

1112.39

Depreciation and amortization

~~354~~315,~~361~~660

~~439~~354,~~004~~361

(8438,~~643~~701)

(1910.39)

Total costs and expenses

9,555,552

9,822,413

(266,861)

(2.7)

Impairment of long-lived assets and goodwill

6,457

—

6,457

Total costs and expenses

8,876,787

9,555,552

(678,765)

(7.1)

Operating income (loss)

2,~~822~~597,~~656~~438

2,~~939~~822,~~450~~656

(~~116~~225,~~794~~218)

(48.0)

Other Income (Expense):

Interest income

~~440~~464,~~412~~939

36440,~~458~~412

~~403~~24,~~954~~527

*5.6

Interest expense

(871,530)

(683,803)

(187,727)

(27.5)

Interest expense, net of amounts capitalized

(753,162)

(871,530)

118,368

13.6

Other, net

~~4,466~~518

~~(820)~~4,466

5(3,~~286~~948)

*(88.4)

Total other income (expense)

(~~426~~287,~~652~~705)

(~~648~~426,~~165~~652)

~~221~~138,~~513~~947

3432.26

Income (loss) before income taxes

2,~~396~~309,~~004~~733

2,~~291~~396,~~285~~004

~~104~~(86,~~719~~271)

4(3.6)

Income tax (provision) benefit, net

(~~585~~565,~~259~~104)

(~~554~~585,~~413~~259)

~~(30~~20,~~846)~~155

(53.6)4

Effective tax rate

24.45

24.24

Net income (loss)

1,~~810~~744,~~745~~629

1,~~736~~810,~~872~~745

73(66,~~873~~116)

4.(3.7)

Other Data:

Pay-TV subscribers, as of period end (in millions)

98.~~750~~526

109.~~707~~750

(01.~~957~~224)

(812.96)

DISH TV subscribers, as of period end (in millions)

76.~~416~~471

87.~~221~~416

(0.~~805~~945)

(912.87)

SLING TV subscribers, as of period end (in millions)

2.~~334~~055

2.~~486~~334

(0.~~152~~279)

(612.10)

Pay-TV subscriber additions (losses), net (in millions)

(01.~~957~~224)

(0.~~583~~957)

(0.~~374~~267)

(6427.29)

DISH TV subscriber additions (losses), net (in millions)

(0.~~805~~945)

(0.~~595~~805)

(0.~~210~~140)

(3517.34)

SLING TV subscriber additions (losses), net (in millions)

(0.~~152~~279)

(0.~~012~~152)

(0.~~164~~127)

*(83.6)

Pay-TV ARPU

~~101~~104.2056

95101.9420

53.2636

53.53

DISH TV subscriber additions, gross (in millions)

0.~~634~~464

0.~~835~~634

(0.~~201~~170)

(2426.18)

DISH TV churn rate

1.5469

1.4054

0.1415

109.07

DISH TV SAC

1,~~044~~118

~~823~~1,044

~~221~~74

267.91

Purchases of property and equipment

~~122~~132,~~477~~607

~~156~~122,~~860~~477

~~(34~~10,~~383)~~130

~~(21~~8.9)3

EBITDA

32,~~181~~913,~~483~~616

3,~~377~~181,~~634~~483

(~~196~~267,~~151~~867)

(5.8.4)

OIBDA

32,~~177~~913,~~017~~098

3,~~378~~177,~~454~~017

(~~201~~263,~~437~~919)

(68.03)

* Percentage is not meaningful.

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Pay-TV Subscribers

DISH TV subscribers. We lost approximately ~~805~~945,000 net DISH TV subscribers during the year ended December 31, ~~2022~~2023 compared to the loss of approximately ~~595~~805,000 net DISH TV subscribers during the same period in ~~2021~~2022. This increase in net DISH TV subscriber losses primarily resulted from lower gross new DISH TV subscriber activations and a higher DISH TV churn rate.

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SLING TV subscribers. We lost approximately ~~152~~279,000 net SLING TV subscribers during the year ended December 31, ~~2022~~2023 compared to the ~~addition~~loss of approximately 12152,000 net SLING TV subscribers during the same period in ~~2021~~2022. The ~~decrease~~increase in net SLING TV ~~subscribers~~subscriber ~~was~~losses were primarily related to ~~higher~~lower ~~subscriber~~SLING ~~disconnects~~TV insubscriber ~~2022~~activations, ~~following~~partially ~~seasonal~~offset ~~sports~~by ~~activity and~~ lower SLING TV subscriber ~~activations~~disconnects in 2023. We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis.

DISH TV subscribers, gross. During the year ended December 31, ~~2022~~2023, we activated approximately ~~634~~464,000 gross new DISH TV subscribers compared to approximately ~~835~~634,000 gross new DISH TV subscribers during the same period in ~~2021~~2022, a decrease of 2426.18%. This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand, shifting consumer behavior, and ~~channel~~lower ~~removals,~~marketing ~~including Tegna~~expenditures, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers, ~~live-linear OTT service providers,~~ and direct-to-consumer offerings by certain of our programmers. Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers.

DISH TV churn rate. Our DISH TV churn rate for the year ended December 31, ~~2022~~2023 was 1.5469% compared to 1.4054% for the same period in ~~2021~~2022. Our DISH TV churn rate for the year ended December 31, ~~2022~~2023 was ~~negatively~~briefly ~~impacted~~elevated bydue ~~programming~~to ~~interruptions in connection with~~ the ~~scheduled~~cyber-security ~~expiration of certain programming carriage contracts, including Tegna~~incident. Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers. In addition, our DISH TV churn rate was positively impacted by COVID-19 beginning in the second quarter of 2020, including, among other things, the recommendations and/or mandates from federal, state, and/or local authorities that customers refrain from non-essential movements outside of their homes and the resulting increased consumption of our Pay-TV services. Our DISH TV churn rate continues to be positively impacted by our emphasis on acquiring and retaining higher quality subscribers. Our DISH TV churn rate is also impacted by internal factors, such as, among other things, our ability to consistently provide outstanding customer service, price increases, our ability to control piracy and other forms of fraud, and the level of our retention efforts.

Our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV churn rate have been negatively impacted as a result of programming interruptions and threatened programming interruptions in connection with the scheduled expiration of programming carriage contracts with content providers. OnWe ~~October~~cannot 6,predict ~~2021,~~with ~~Tegna~~any ~~removed~~certainty ~~its~~the ~~channels~~impact ~~from~~to our ~~DISH~~net Pay-TV ~~programming~~subscriber ~~lineup in 53 markets. On February 4~~additions, ~~2022,~~gross ~~we and Tegna signed a~~ new ~~programming carriage contract which restored these channels to our~~ DISH TV ~~programming lineup. Although~~ subscriber ~~demand for local network stations has decreased in recent years as a result of~~activations, among other things, programming being available to subscribers through alternative methods, including over the air antennas, there can be no assurance that the removal of these or other channels will not have a material adverse effect on our business, results of operations and ~~financial condition or otherwise disrupt our business. In addition, Disney removed its channels, including locals in eight markets, from our~~ DISH TV ~~and~~subscriber ~~SLING~~churn TVrate ~~programming~~resulting ~~lineup,~~ from ~~October~~programming 1,interruptions ~~2022~~or tothreatened ~~October~~programming 3,interruptions ~~2022,~~that ~~after we~~may ~~were~~occur ~~unable~~in ~~to reach a contract extension agreement prior to~~ the ~~expiration of the programming carriage contract~~future. ~~The~~ As ~~channels~~a ~~were~~result, ~~restored when~~ we ~~reached~~ amay ~~tentative~~at ~~contract~~times ~~extension~~suffer ~~agreement~~from ~~with~~periods ~~Disney~~of ~~and subsequently,~~lower wenet ~~and~~Pay-TV ~~Disney~~subscriber ~~signed~~additions aor ~~new~~higher ~~long~~net Pay-~~term~~TV ~~programming~~subscriber ~~carriage contract~~losses.

We cannot predict with any certainty the impact to our net Pay-TV subscriber additions, gross new DISH TV subscriber activations, and DISH TV subscriber churn rate resulting from programming interruptions or threatened programming interruptions that may occur in the future. As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses.

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We have not always met our own standards for performing high-quality installations, effectively resolving subscriber issues when they arise, answering subscriber calls in an acceptable timeframe, effectively communicating with our subscriber base, reducing calls driven by the complexity of our business, improving the reliability of certain systems and subscriber equipment and aligning the interests of certain independent third-party retailers and installers to provide high-quality service. Most of these factors have affected both gross new DISH TV subscriber activations as well as DISH TV subscriber churn rate. Our future gross new DISH TV subscriber activations and our DISH TV subscriber churn rate may be negatively impacted by these factors, which could in turn adversely affect our revenue.

Service revenue. “Service revenue” totaled $1211.~~273~~321 billion for the year ended December 31, ~~2022~~2023, a decrease of $~~376~~961 million or 37.08% compared to the same period in ~~2021~~2022. The decrease in “Service revenue” compared to the same period in ~~2021~~2022 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below.

~~Pay-TV~~Equipment ~~ARPU~~sales and other revenue. ~~Pay-TV~~“Equipment ~~ARPU~~sales ~~was~~and other revenue” totaled $~~101.20~~154 ~~during~~million for the year ended December 31, ~~2022~~2023, ~~versus~~an increase of $9557 million or 58.947% ~~during~~compared to the same period in ~~2021~~2022. The ~~$5.26 or 5.5%~~ increase in ~~Pay-TV~~“Equipment ~~ARPU~~sales ~~was~~and ~~primarily~~other ~~attributable~~revenue” compared to the ~~DISH~~same TVperiod ~~and~~in ~~SLING~~2022 TVwas ~~programming~~primarily ~~price~~related ~~increases~~to ~~and~~a ~~higher Pay~~non-TVrecurring ad$75 ~~sales~~million ~~revenue. The~~license ~~DISH~~of TVour ~~programming~~Adaptive ~~package~~Bitrate ~~price~~Streaming ~~increases~~patents ~~were~~to ~~effective~~Peloton incovering ~~the~~certain ~~first~~Peloton ~~and~~products ~~fourth~~that ~~quarters~~resolves ofour ~~2021~~litigation ~~and~~involving ~~the~~those ~~fourth quarter of 2022~~products, ~~and~~partially ~~the~~offset ~~SLING~~by TVa ~~programming~~decrease ~~package~~in ~~price~~equipment ~~increases~~sales ~~were effective during 2021 and the fourth quarter of 2022~~revenue.

Cost of services. “Cost of services” totaled $7.528 billion during the year ended December 31, 2022, a decrease of $325 million or 4.1% compared to the same period in 2021. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber and higher variable and retention costs per subscriber. Programming costs per subscriber increased during the year ended December 31, 2022 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. Variable and retention costs per subscriber increased during the year ended December 31, 2022 due to, among other things, higher labor and in-home service costs, and higher credit losses. “Cost of services” represented 61.3% and 62.1% of “Service revenue” during the years ended December 31, 2022 and 2021, respectively.32

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Pay-TV ARPU. Pay-TV ARPU was $104.56 during the year ended December 31, 2023 versus $101.20 during the same period in 2022. The $3.36 or 3.3% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases. The DISH TV and SLING TV programming package price increases were effective in the fourth quarter of 2022 and 2023.

Cost of services. “Cost of services” totaled $7.101 billion during the year ended December 31, 2023, a decrease of $427 million or 5.7% compared to the same period in 2022. The decrease in “Cost of services” was primarily attributable to a lower average Pay-TV subscriber base, partially offset by higher programming costs per subscriber and higher variable and retention costs per subscriber. Programming costs per subscriber increased during the year ended December 31, 2023 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels. In addition, variable and retention costs per subscriber increased during the year ended December 31, 2023 due to, among other things, approximately $30 million in cyber-security-related expenses to remediate the incident and provide additional customer support. “Cost of services” represented 62.7% and 61.3% of “Service revenue” during the years ended December 31, 2023 and 2022, respectively.

In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. Our “Cost of services” have and will continue to face further upward pressure from price increases and the renewal of long-term programming contracts on less favorable pricing terms. In addition, our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base.

Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $1.~~594~~376 billion during the year ended December 31, ~~2022~~2023, a $~~151~~218 million or 1013.57% ~~increase~~decrease compared to the same period in ~~2021~~2022. This change was primarily driven by ana ~~increase~~decrease in subscriber acquisition costs toresulting ~~support~~from ~~the~~lower ~~business~~marketing expenditures and anlower ~~increase~~gross innew DISH TV subscriber ~~acquisition~~activations, ~~costs~~and ~~resulting~~a ~~from~~decrease ~~higher~~in ~~marketing~~personnel ~~expenditures~~costs.

Depreciation and amortization. “Depreciation and amortization” expense totaled $~~354~~316 million during the year ended December 31, ~~2022~~2023, ana $8539 million or 1910.39% decrease compared to the same period in ~~2021~~2022. This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers.

~~DISH~~Impairment TVof ~~SAC. DISH~~long-lived TVassets ~~SAC~~and ~~was~~goodwill. ~~$1,044~~“Impairment ~~during~~of ~~the~~long-lived ~~year~~assets ~~ended~~and ~~December 31,~~goodwill” ~~2022~~totaled ~~compared to~~ $~~823~~6 ~~during~~million for the year ~~same~~ended ~~period in 2021~~December 31, ~~an increase of $221 or 26~~2023.~~9%.~~ This ~~change~~impairment ~~was~~represents ~~primarily~~a ~~attributable~~noncash toimpairment ancharge ~~increase~~for ingoodwill. See ~~advertising~~Note 2 ~~costs~~to ~~per~~the ~~subscriber,~~Notes to ~~higher~~our ~~installation~~Consolidated ~~costs~~Financial ~~due~~Statements toin anthis ~~increase~~Annual inReport ~~labor~~on ~~and~~Form 10-K ~~other~~for ~~installation~~further ~~costs~~information.

~~During~~DISH TV SAC. DISH TV SAC was $1,118 during the ~~years~~year ended December 31, ~~2022~~2023 ~~and~~compared ~~2021~~to $1,044 during the ~~amount~~same ofperiod ~~equipment~~in ~~capitalized~~2022, ~~under~~an ~~our~~increase ~~lease~~of ~~program~~$74 ~~for~~or ~~new~~7.1%. This ~~DISH~~change TVwas ~~subscribers~~primarily ~~totaled~~attributable ~~$55~~to ~~million~~an ~~and~~increase ~~$72~~in ~~million,~~advertising ~~respectively. This~~costs ~~decrease~~per insubscriber, ~~capital~~higher ~~expenditures~~installation ~~primarily~~costs ~~resulted~~due ~~from~~to aan ~~decrease~~increase in ~~gross~~labor ~~new~~and ~~DISH~~other TVinstallation ~~subscriber~~costs, ~~activations~~ and a ~~higher~~lower percentage of remanufactured receivers being activated on new subscriber accounts.

29During the years ended December 31, 2023 and 2022, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $54 million and $55 million, respectively.

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To remain competitive, we upgrade or replace subscriber equipment periodically as technology changes, and the costs associated with these upgrades may be substantial. To the extent technological changes render a portion of our existing equipment obsolete, we would be unable to redeploy all returned equipment and consequently would realize less benefit from the DISH TV SAC reduction associated with redeployment of that returned lease equipment.

Our “DISH TV SAC” may materially increase in the future to the extent that we, among other things, transition to newer technologies, introduce more aggressive promotions, or provide greater equipment subsidies.

Interest ~~income~~expense, net of amounts capitalized. “Interest ~~income~~expense, net of amounts capitalized” totaled $~~440~~753 million during the year ended December 31, ~~2022~~2023, a decrease of $~~404~~118 million ~~increase~~ compared to the same period in ~~2021~~2022. This ~~change~~decrease was primarily related to ~~non-cash~~a reduction in interest ~~income~~expense ~~associated~~resulting ~~with~~from the redemption of our ~~Intercompany~~5 7/8% ~~Loan~~Senior toNotes ~~DISH~~due ~~Network~~2022 and our 5% Senior Notes due 2023.

Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized” totaled $872 million during the year ended December 31, 2022, an increase of $188 million compared to the same period in 2021. This increase was primarily related to higher interest expense as a result of the issuance of our 5 1/8% Senior Notes due 2029 in second quarter 2021 and our Senior Secured Notes during the fourth quarter of 2021, partially offset by a reduction in interest expense resulting from the redemption of our 6 3/4% Senior Notes due 2021 during the second quarter of 2021 and our 5 7/8% Senior Notes due 2022 on July 15, 2022. 33

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Income tax (provision) benefit, net. Our income tax provision was $585 million during the year ended December 31, 2022, an increase of $31 million compared to the same period in 2021. The increase in the provision was primarily related to an increase in “Income (loss) before income taxes.”

Non-GAAP Performance Measures and Reconciliation

It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information in accordance with accounting principles generally accepted in the United States (“GAAP”), and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

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EBITDA

EBITDA is not a measure determined in accordance with GAAP and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP. EBITDA is used as a measurement of operating efficiency and overall financial performance and we believe it is a helpful measure for those evaluating operating performance in relation to our competitors. Conceptually, EBITDA measures the amount of income generated each period that could be used to service debt, pay taxes and fund capital expenditures. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.



	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Net income (loss)	$	1,~~810~~744,~~745~~629	$	1,~~736~~810,~~872~~745
Interest, net		~~431~~288,~~118~~223		~~647~~431,~~345~~118
Income tax provision (benefit), net		~~585~~565,~~259~~104		~~554~~585,~~413~~259
Depreciation and amortization		~~354~~315,~~361~~660		~~439~~354,~~004~~361
EBITDA	$	32,~~181~~913,~~483~~616	$	3,~~377~~181,~~634~~483

The changes in EBITDA during the year ended December 31, ~~2022~~2023, compared to the same period in ~~2021~~2022, were primarily a result of the factors described in connection with operating revenues and operating expenses.

OIBDA

OIBDA, which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions, as well as in evaluating operating performance in relation to our competitors. OIBDA is calculated by adding back depreciation and amortization expense to operating income (loss).



	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Operating income (loss)	$	2,~~822~~597,~~656~~438	$	2,~~939~~822,~~450~~656
Depreciation and amortization		~~354~~315,~~361~~660		~~439~~354,~~004~~361
OIBDA	$	32,~~177~~913,~~017~~098	$	3,~~378~~177,~~454~~017

The changes in OIBDA during the year ended December 31, ~~2022~~2023, compared to the same period in ~~2021~~2022, were primarily a result of the factors described in connection with operating revenues and operating expenses.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risks Associated with Financial Instruments

Our investments and debt are exposed to market risks, discussed below.

Cash, Cash Equivalents and Current Marketable Investment Securities

As of December 31, ~~2022~~2023, our cash, cash equivalents and current marketable investment securities had a fair value of $~~905~~374 million. Of that amount, a total of $~~905~~374 million was invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; (d) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; and/or (e) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above. The primary purpose of these investing activities has been to preserve principal until the cash is required to, among other things, continue investing in our business, pursue acquisitions and other strategic transactions, fund ongoing operations, repay debt obligations and expand our business. Consequently, the size of this portfolio can fluctuate significantly as cash is received and used in our business for these or other purposes. The value of this portfolio is negatively impacted by credit losses; however, this risk is mitigated through diversification that limits our exposure to any one issuer.

Interest Rate Risk

A change in interest rates would affect the fair value of our cash, cash equivalents and current marketable investment securities portfolio; however, we normally hold these investments to maturity. Based on our December 31, ~~2022~~2023 current non-strategic investment portfolio of $~~905~~374 million, a hypothetical 10% change in average interest rates would not have a material impact on the fair value due to the limited duration of our investments.

Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, ~~2022~~2023 of 15.20%. A change in interest rates would affect our future annual interest income from this portfolio, since funds would be re-invested at different rates as the instruments mature. A hypothetical 10% decrease in average interest rates during ~~2022~~2023 would result in a decrease of approximately $2 million in annual interest income.

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of December 31, ~~2022~~2023, we had $5455 million of restricted cash and marketable investment securities invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to commercial paper. Based on our December 31, ~~2022~~2023 investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash and marketable investment securities.

Long-Term Debt

As of December 31, ~~2022~~2023, we had long-term debt of $1311.~~212~~775 billion, excluding finance lease obligations and unamortized deferred financing costs and debt discounts, on our Consolidated Balance Sheets. We estimated the fair value of this debt to be approximately $109.~~987~~057 billion using quoted market prices. The fair value of our debt is affected by fluctuations in interest rates. A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately $~~400~~366 million. To the extent interest rates increase, our future costs of financing would increase at the time of any future financings. As of December 31, ~~2022~~2023, all of our long-term debt consisted of fixed rate indebtedness.

Derivative Financial Instruments

From time to time, we invest in speculative financial instruments, including derivatives. As of December 31, ~~2022~~2023, we did not hold any derivative financial instruments.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Item 9A. CONTROLS AND PROCEDURES

Disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ~~However, we are continually monitoring the COVID-19 pandemic and any potential impact to our internal controls.~~

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

(ii)

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, ~~2022~~2023.

Item 9B.OTHER INFORMATION

None

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Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Appointment of Independent Registered Public Accounting Firm

Appointment of Independent Registered Public Accounting Firm for ~~2022~~2023. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, ~~2022~~2023.

~~Our~~DISH Network’s Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors believes that a change would be in ~~our~~its best interests.

Fees Paid to KPMG LLP for ~~2022~~2023 and ~~2021~~2022

The following table presents fees for the aggregate professional audit services rendered by KPMG LLP for the audit of DISH Network’s and our annual financial statements for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, and fees billed for other services rendered by KPMG LLP to DISH Network and us during those periods. We have reported the fees billed for services rendered to both DISH Network and us because the services are not rendered or billed specifically for us but for the DISH Network consolidated group as a whole.


	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022
Audit Fees (1)	$	45,~~300~~774,~~000~~758	$	4,~~029~~300,~~199~~000
Audit-Related Fees		~~945~~742,~~000~~603		—945,000
Tax Compliance Fees		~~413~~452,~~195~~061		~~521~~413,~~656~~195
All Other Fees (2)		~~133~~115,~~161~~000		~~370~~133,~~401~~161
Total Fees	$	57,~~791~~084,~~356~~422	$	45,~~921~~791,~~256~~356

(1)

Consists of fees paid by DISH Network and us for the audit of DISH Network’s and our consolidated financial statements included in DISH Network’s and our Annual Reports on Form 10-K, review of DISH Network’s and our unaudited financial statements included in DISH Network’s and our Quarterly Reports on Form 10-Q and fees in connection with the audit of DISH Network’s internal control over financial reporting.

(2)	Consists of fees for services related to review of contract compliance.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

~~Our~~DISH Network’s Board of Directors has delegated to DISH Network’s Audit Committee the responsibility for appointing, setting compensation, retaining, and overseeing the work of our independent registered public accounting firm until December 31, 2023. ~~The~~Effective ~~Audit~~with ~~Committee~~the closing of ~~DISH~~the ~~Network~~merger, this responsibility was delegated to EchoStar’s Audit Committee. EchoStar’s Audit Committee has established a process regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.

Requests are submitted to the Audit Committee of ~~DISH~~EchoStar ~~Network~~ in one of the following ways:

●

Request for approval of services at a meeting of the Audit Committee; or

●

Request for approval of services by members of the Audit Committee acting by written consent.

The request may be made with respect to either specific services or a type of service for predictable or recurring services. 100% of the fees paid to KPMG LLP for services rendered in ~~2022~~2023 and ~~2021~~2022 were pre-approved by ~~the~~DISH Network’s Audit Committee ~~of DISH Network~~.

Table of Contents

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this report:

(1)

Financial Statements


		Page
Report of KPMG LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-5
Consolidated Statements of Changes in Stockholder’s Equity (Deficit)		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

(2)

Financial Statement Schedules

None. All schedules have been included in the consolidated financial statements or notes thereto.

(3)

Exhibits


Exhibit No.		Description

3.1(a)*		Articles of Incorporation of DISH DBS Corporation (incorporated by reference to Exhibit 3.4(a) to the Registration Statement on Form S-4 of DISH DBS Corporation, Registration No. 333-31929), as amended by the Certificate of Amendment of the Articles of Incorporation of DISH 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 DISH DBS Corporation for the year ended December 31, 2003, Commission File No. 333-31929), and as further amended by the Amendment of the Articles of Incorporation of DISH DBS Corporation, effective December 12, 2008 (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K of DISH DBS Corporation filed December 12, 2008).
3.1(a)◻		Composite Amended and Restated Articles of Incorporation of DISH DBS Corporation.

3.1(b)*		Bylaws of DISH DBS Corporation (incorporated by reference from Exhibit 3.4(b) to the Registration Statement on Form S-4 of DISH DBS Corporation).



4.1*		Indenture, relating to the 5 7/8% Senior Notes due ~~2023~~2024, dated as of ~~December~~November 2720, ~~2012~~2014, among DISH DBS Corporation, the guarantors named on the signature pages thereto and ~~Wells~~U.S. ~~Fargo~~ Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed ~~December~~November 2721, ~~2012~~2014).

4.2*		Indenture, relating to the 5 7 3/84% Senior Notes due ~~2024~~2026, dated as of ~~November~~June 2013, ~~2014~~2016, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed ~~November~~June 2113, ~~2014~~2016).

4.3*		Indenture, relating to the 7 3/48% Senior Notes due ~~2026~~2028, dated as of ~~June~~July 131, ~~2016~~2020, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed ~~June~~July 131, ~~2016~~2020).

4.4*		Indenture, relating to the 75 31/8% Senior Notes due ~~2028~~2029, dated as of ~~July~~May 124, ~~2020~~2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed ~~July~~May 124, ~~2020~~2021).

4.5*		Indenture, relating to the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee and collateral agent (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed November 26, 2021).

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4.5*		Indenture, relating to the 5 1/8% Senior Notes due 2029, dated as of May 24, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of DISH DBS Corporation filed May 24, 2021).

4.6*		~~Indenture,~~Security ~~relating to the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028~~Agreement, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as ~~Trustee and~~ collateral agent (incorporated by reference from Exhibit 4.12 to the Current Report on Form 8-K of DISH DBS Corporation filed November 26, 2021).

4.7*		Loan and Security Agreement, dated as of November 26, 2021, ~~among~~between DISH DBS Corporation, ~~the guarantors named on the signature pages thereto~~ and ~~U.S.~~DISH ~~Bank~~Network ~~National~~Corporation ~~Association, as collateral agent~~ (incorporated by reference from Exhibit 4.23 to the Current Report on Form 8-K of DISH DBS Corporation filed November 26, 2021).

4.8*		~~Loan~~Supplemental ~~and~~Indenture ~~Security~~relating ~~Agreement,~~to ~~dated~~the as5 of7/8% ~~November~~Senior ~~26,~~Notes ~~2021,~~due ~~between~~2024 ~~DISH DBS Corporation and DISH Network Corporation~~ (incorporated by reference from Exhibit 4.315 to the ~~Current~~Annual Report on Form 810-K of DISH DBS Corporation filed ~~November~~March 2629, ~~2021~~2018).

4.9*		Supplemental Indenture relating to the 57 3/4% Senior Notes due ~~2023~~2026 (incorporated by reference from Exhibit 4.1416 to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, 2018).

4.10*		Supplemental Indenture relating to the 5 7/8% Senior Notes due 2024 (incorporated by reference from Exhibit 4.15 to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, 2018).
10.1*		2002 Class B CEO Stock Option Plan (incorporated by reference from Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Schedule 14A dated April 9, 2002). **

4.11*		Supplemental Indenture relating to the 7 3/4% Senior Notes due 2026 (incorporated by reference from Exhibit 4.16 to the Annual Report on Form 10-K of DISH DBS Corporation filed March 29, 2018).
10.2*		Nonemployee Director Stock Option Agreement (incorporated by reference from Exhibit 99.6 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **

10.1*		2002 Class B CEO Stock Option Plan (incorporated by reference from Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Schedule 14A dated April 9, 2002). **
10.3*		DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference from Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed September 19, 2014). **

10.2*		Whole RF Channel Service Agreement, dated February 4, 2004, between Telesat Canada and DISH Network Corporation (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 6, 2004). ***
10.4*		Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan (incorporated by reference from Appendix B to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). **

10.3*		Letter Amendment to Whole RF Channel Service Agreement, dated March 25, 2004, between Telesat Canada and DISH Network Corporation (incorporated by reference from Exhibit 10.5 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 6, 2004). ***
10.5*		Amended and Restated DISH Network Corporation 1999 Stock Incentive Plan (incorporated by reference from Appendix C to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). **
10.4*		Second Amendment to Whole RF Channel Service Agreement, dated May 5, 2004, between Telesat Canada and DISH Network Corporation (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 9, 2004). ***

10.5*		Third Amendment to Whole RF Channel Service Agreement, dated October 12, 2004, between Telesat Canada and DISH Network Corporation (incorporated by reference from Exhibit 10.22 to the Annual Report on Form 10-K of DISH Network Corporation filed March 16, 2005). ***
10.6*		Description of the 2017 Long-Term Incentive Plan dated December 2, 2016 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed December 8, 2016). **

10.6*		Incentive Stock Option Agreement (Form A) (incorporated by reference from Exhibit 99.1 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **
10.7*		Description of the 2019 Long-Term Incentive Plan dated August 17, 2018 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed August 23, 2018). **

10.7*		Incentive Stock Option Agreement (Form B) (incorporated by reference from Exhibit 99.2 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **
10.8*		Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

10.9*		Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

10.10*		Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

22◻		List of Subsidiary Guarantors

31.1◻		Section 302 Certification of Chief Executive Officer.

31.2◻		Section 302 Certification of Chief Financial Officer.

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10.8*		Restricted Stock Unit Agreement (Form A) (incorporated by reference from Exhibit 99.3 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **
32.1◻		Section 906 Certification of Chief Executive Officer.

10.9*		Restricted Stock Unit Agreement (Form B) (incorporated by reference from Exhibit 99.4 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **
32.2◻		Section 906 Certification of Chief Financial Officer.

10.10*		Nonemployee Director Stock Option Agreement (incorporated by reference from Exhibit 99.6 to the Current Report on Form 8-K of DISH Network Corporation filed July 7, 2005). **

10.11*		Separation Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit 2.1 to the Amendment No. 1 to the Form 10 of EchoStar Corporation filed December 12, 2007).

10.12*		Tax Sharing Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit 10.2 to the Amendment No. 1 to the Form 10 of EchoStar Corporation filed December 12, 2007).

10.13*		Employee Matters Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit 10.3 to the Amendment No. 1 to the Form 10 of EchoStar Corporation filed December 12, 2007).

10.14*		Intellectual Property Matters Agreement between EchoStar Corporation, EchoStar Acquisition L.L.C., Echosphere L.L.C., DISH DBS Corporation, EIC Spain SL, EchoStar Technologies L.L.C. and DISH Network Corporation (incorporated by reference from Exhibit 10.4 to the Amendment No. 1 to the Form 10 of EchoStar Corporation filed December 12, 2007).

10.15*		Form of Satellite Capacity Agreement between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference from Exhibit 10.28 to the Amendment No. 2 to Form 10 of EchoStar Corporation filed December 26, 2007).

10.16*		DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference from Appendix A to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed September 19, 2014). **

10.17*		Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan (incorporated by reference from Appendix B to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). **

10.18*		Amended and Restated DISH Network Corporation 1999 Stock Incentive Plan (incorporated by reference from Appendix C to DISH Network Corporation’s Definitive Proxy Statement on Form 14A filed March 31, 2009). **

10.19*		NIMIQ 5 Whole RF Channel Service Agreement, dated September 15, 2009, between Telesat Canada and EchoStar Corporation (incorporated by reference from Exhibit 10.30 to the Annual Report on Form 10-K of EchoStar Corporation filed November 9, 2009). ***

10.20*		Professional Services Agreement, dated August 4, 2009, between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of EchoStar Corporation filed November 9, 2009). ***

10.21*		Description of the 2013 Long-Term Incentive Plan dated November 30, 2012 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed December 6, 2012). **

Table of Contents

10.22*		Share Exchange Agreement dated January 31, 2017, between DISH Network Corporation, DISH Network L.L.C., DISH Operating L.L.C., EchoStar Corporation, EchoStar Broadcasting Holding Parent L.L.C., EchoStar Broadcasting Holding Corporation, EchoStar Technologies Holding Corporation, and EchoStar Technologies L.L.C. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 1, 2017). ***

10.23*		Description of the 2017 Long-Term Incentive Plan dated December 2, 2016 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed December 8, 2016). **

10.24*		Description of the 2019 Long-Term Incentive Plan dated August 17, 2018 (incorporated by reference from the Current Report on Form 8-K of DISH Network Corporation filed August 23, 2018). **

10.25*		Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

10.26*		Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

10.27*		Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed November 6, 2020). **

22◻		List of Subsidiary Guarantors

31.1◻		Section 302 Certification of Chief Executive Officer.

31.2◻		Section 302 Certification of Chief Financial Officer.

32.1◻		Section 906 Certification of Chief Executive Officer.

32.2◻		Section 906 Certification of Chief Financial Officer.

101 ◻		The following materials from the Annual Report on Form 10-K of DISH DBS Corporation for the year ended December 31, ~~2022~~2023, filed on ~~March~~April 161, ~~2023~~2024, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statement of Changes in Stockholder’s Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) related notes to these financial statements.

104 ◻		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

◻	Filed herewith.
*	Incorporated by reference.
**	Constitutes a management contract or compensatory plan or arrangement.
***	Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.

Item 16. FORM 10-K SUMMARY

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DISH DBS CORPORATION By: /s/ Paul W. Orban Paul W. Orban Executive Vice President and Chief Financial Officer, DISH

Date: ~~March~~April 161, ~~2023~~2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ W. Erik Carlson	President and Chief Executive Officer	March 16, 2023
/s/ Hamid Akhavan	President and Chief Executive Officer	April 1, 2024
W. Erik Carlson‌	(Principal Executive Officer)
Hamid Akhavan‌	(Principal Executive Officer)


/s/ Paul W. Orban	Executive Vice President and Chief Financial Officer, DISH	~~March~~April 161, ~~2023~~2024
Paul W. Orban	(Principal Financial Officer)


/s/ James S. Allen	Senior Vice President and Chief Accounting Officer	~~March~~April 161, ~~2023~~2024
James S. Allen	(Principal Accounting Officer)


/s/ Charles W. Ergen	Chairman	~~March~~April 161, ~~2023~~2024
Charles W. Ergen


/s/ James DeFranco	Director	~~March~~April 161, ~~2023~~2024
James DeFranco


/s/ Timothy A. Messner	Director	March 16, 2023
/s/ Tom A. Ortolf	Director	April 1, 2024
Timothy A. Messner
Tom A. Ortolf

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Consolidated Financial Statements:

Report of KPMG LLP, Independent Registered Public Accounting Firm (PCAOB ID: 185)	F–2
Consolidated Balance Sheets	F–4
Consolidated Statements of Operations and Comprehensive Income (Loss)	F–5
Consolidated Statements of Changes in Stockholder’s Equity (Deficit)	F–6
Consolidated Statements of Cash Flows	F–7
Notes to Consolidated Financial Statements	F–8

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors

DISH DBS Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of DISH DBS Corporation and subsidiaries (the Company) as of December 31, ~~2022~~2023 and ~~2021~~2022, the related consolidated statements of operations and comprehensive income (loss), changes in stockholder’s equity (deficit), and cash flows for each of the years in the three-year period ended December 31, ~~2022~~2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2022~~2023, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has debt maturing in 2024 that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2

Table of Contents

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 14 to the consolidated financial statements, the Company ~~had~~reported $1211.45 billion in total revenue for the year ended December 31, ~~2022~~2023. The Company’s revenue includes multiple revenue streams and certain aspects of the Company’s processes and information technology (IT) systems differ among the revenue streams.

~~F-2~~We identified the evaluation of sufficiency of audit evidence over certain revenue streams as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate that revenue data was captured and aggregated throughout these various IT applications. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over certain revenue streams.

Table of Contents

We identified the evaluation of sufficiency of audit evidence over certain revenue streams as a critical audit matter. The number of revenue streams and the revenue-related IT applications required a high-degree of auditor judgment to evaluate the sufficiency of audit evidence over revenue. Subjective auditor judgment was required to evaluate that revenue data was captured and aggregated throughout these various IT applications. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over certain revenue streams.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including recording of revenue. We also evaluated the design and tested the operating effectiveness of certain general IT and application controls. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications used by the Company in its revenue recognition processes and the transfer of relevant revenue data between certain systems used in the revenue recognition processes. For certain revenue streams, we assessed the recorded revenue by comparing total cash received during the year, adjusted for reconciling items, to the revenue recognized. Such assessment also evaluated the relevance and reliability of reconciling items to underlying documentation, including the changes in accounts receivable and deferred revenue. We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.


	/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Denver, Colorado

~~March~~April 161, ~~2023~~2024

F-3

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DISH DBS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)




	As of December 31,
	~~2022~~2023		~~2021~~2022
Assets
Current Assets:
Cash and cash equivalents	$	~~621~~373,~~975~~641	$	1621,~~373,591~~975
Marketable investment securities		~~282,733~~397		1282,~~670,739~~733
Trade accounts receivable, net of allowance for credit losses of $40,642 and $32,861, respectively		660,808		601,553
Trade accounts receivable, net of allowance for credit losses of $34,884 and $40,642, respectively		619,604		660,808
Inventory		307,411		292,099
Advances to affiliates		421,457		—
Other current assets		176,935		270,417
Inventory		267,841		307,411
Total current assets		2,049,862		4,208,399
Interest receivable - DISH Network (Note 17)		17,761		—
Prepaids and other assets		147,740		174,522
Other current assets		2,306		2,413
Total current assets		1,850,747		2,049,862

Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities		5354,~~525~~980		5553,~~027~~525
Property and equipment, net		~~990~~808,~~886~~065		1990,~~233,180~~886
FCC authorizations		611,794		611,794
Regulatory authorizations, net		611,794		611,794
Other investment securities		93,806		99,606
Other investments, net		90,168		93,806
Operating lease assets		~~130~~92,~~454~~972		~~220~~130,~~089~~454
Note receivable - DISH Network (Note 17)		7,160,116		5,250,000
Notes receivable - DISH Network (Note 17)		7,495,755		7,160,116
Interest receivable - DISH Network (Note 17)		3619,~~912~~322		3136,~~840~~912
Other noncurrent assets, net		~~116~~107,~~026~~987		~~152~~116,~~747~~026
Total noncurrent assets		9,~~193~~281,~~519~~043		79,~~654~~193,~~283~~519
Total assets	$	11,~~243~~131,~~381~~790	$	11,~~862~~243,~~682~~381

Liabilities and Stockholder's Equity (Deficit)
Current Liabilities:
Trade accounts payable	$	~~385~~248,~~899~~640	$	~~522~~385,~~523~~899
Deferred revenue and other		~~555~~505,~~151~~361		~~602~~555,~~521~~151
Accrued programming		1,~~298~~427,~~777~~762		1,~~376~~298,~~770~~777
Accrued interest		~~180~~160,~~823~~137		~~239~~180,~~571~~823
Other accrued expenses		644,574		588,201
Other accrued expenses and liabilities		415,109		644,574
Current portion of long-term debt and finance lease obligations (Note 8)		12,~~484~~023,~~101~~976		21,~~042~~484,~~641~~101
Total current liabilities		4,~~549~~780,~~325~~985		54,~~372~~549,~~227~~325

Long-Term Obligations, Net of Current Portion:
Long-term debt and finance lease obligations, net of current portion (Note 8)		119,~~761~~755,~~407~~538		1311,~~294~~761,~~988~~407
Deferred tax liabilities		352,748		469,418
Deferred tax liabilities, net		268,170		352,748
Operating lease liabilities		7561,~~142~~381		8375,~~725~~142
Long-term deferred revenue and other long-term liabilities		~~209~~211,~~288~~414		~~197~~209,~~147~~288
Total long-term obligations, net of current portion		1210,~~398~~296,~~585~~503		1412,~~045~~398,~~278~~585
Total liabilities		1615,~~947~~077,~~910~~488		1916,~~417~~947,~~505~~910

Commitments and Contingencies (Note 12)

Stockholder’s Equity (Deficit):
Common stock, $0.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding		—		—
Additional paid-in capital		1,~~532~~547,~~906~~164		1,~~492~~532,~~174~~906
Accumulated other comprehensive income (loss)		(2,~~445~~501)		(12,~~262~~445)
Accumulated earnings (deficit)		(75,~~234~~490,~~990~~361)		(97,~~045~~234,~~735~~990)
Total stockholder’s equity (deficit)		(53,~~704~~945,~~529~~698)		(75,~~554~~704,~~823~~529)
Total liabilities and stockholder’s equity (deficit)	$	11,~~243~~131,~~381~~790	$	11,~~862~~243,~~682~~381

The accompanying notes are an integral part of these consolidated financial statements.

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DISH DBS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands)


	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022		~~2020~~2021
Revenue:
Service revenue	$	1211,~~273~~320,~~150~~526	$	12,~~649~~281,~~285~~346	$	12,~~576~~661,~~470~~766
Equipment sales and other revenue		~~105~~153,~~058~~699		~~112~~96,~~578~~862		~~151~~100,~~159~~097
Total revenue		1211,~~378~~474,~~208~~225		12,~~761~~378,~~863~~208		12,~~727~~761,~~629~~863

Costs and Expenses (exclusive of depreciation):
Costs and Expenses (exclusive of depreciation and amortization):
Cost of services		7,~~527~~100,~~563~~543		7,~~852~~527,~~934~~563		7,~~916~~852,~~036~~934
Cost of sales - equipment and other		7978,~~905~~219		8779,~~578~~905		~~104~~87,~~470~~578
Selling, general and administrative expenses		1,~~593~~375,~~723~~908		1,~~442~~593,~~897~~723		1,~~440~~442,~~553~~897
Depreciation and amortization		~~354~~315,~~361~~660		~~439~~354,~~004~~361		~~504~~439,~~638~~004
Total costs and expenses		9,555,552		9,822,413		9,965,697
Impairment of long-lived assets and goodwill (Note 2)		6,457		—		—
Total costs and expenses		8,876,787		9,555,552		9,822,413

Operating income (loss)		2,~~822~~597,~~656~~438		2,~~939~~822,~~450~~656		2,~~761~~939,~~932~~450

Other Income (Expense):
Interest income		~~440~~464,~~412~~939		36440,~~458~~412		336,~~548~~458
Interest expense, net of amounts capitalized		(~~871~~753,~~530~~162)		(~~683~~871,~~803~~530)		(~~682~~683,~~506~~803)
Other, net		~~4,466~~518		~~(820)~~4,466		~~1,686~~(820)
Total other income (expense)		(~~426~~287,~~652~~705)		(~~648~~426,~~165~~652)		(~~677~~648,~~272~~165)

Income (loss) before income taxes		2,~~396~~309,~~004~~733		2,~~291~~396,~~285~~004		2,~~084~~291,~~660~~285
Income tax (provision) benefit, net		(~~585~~565,~~259~~104)		(~~554~~585,~~413~~259)		(~~500~~554,~~358~~413)
Net income (loss)	$	1,~~810~~744,~~745~~629	$	1,~~736~~810,~~872~~745	$	1,~~584~~736,~~302~~872

Comprehensive Income (Loss):
Net income (loss)	$	1,~~810~~744,~~745~~629	$	1,~~736~~810,~~872~~745	$	1,~~584~~736,~~302~~872
Other comprehensive income (loss):
Foreign currency translation adjustments		(~~1,245~~48)		(~~402~~1,245)		(~~401~~402)
Unrealized holding gains (losses) on available-for-sale debt securities		~~107~~14		~~(122)~~107		2(122)
Deferred income tax (expense) benefit, net		(4522)		67(45)		4367
Total other comprehensive income (loss), net of tax		(~~1,183~~56)		(~~457~~1,183)		(~~356~~457)
Comprehensive income (loss)	$	1,~~809~~744,~~562~~573	$	1,~~736~~809,~~415~~562	$	1,~~583~~736,~~946~~415

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Table of Contents

DISH DBS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

(In thousands)


					Accumulated
			Additional		Other		Accumulated
	Common		Paid-In		Comprehensive		Earnings
	Stock		Capital		Income (Loss)		(Deficit)		Total
Balance, December 31, 2019	$	—	$	1,432,736	$	(449)	$	(12,366,909)	$	(10,934,622)
Non-cash, stock-based compensation		—		30,671		—		—		30,671
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		—		—		2		—		2
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		—		—		43		—		43
Foreign currency translation		—		—		(401)		—		(401)
Net income (loss)		—		—		—		1,584,302		1,584,302
Balance, December 31, 2020	$	—	$	1,463,407	$	(805)	$	(10,782,607)	$	(9,320,005)
Non-cash, stock-based compensation		—		11,830		—		—		11,830
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		—		—		(122)		—		(122)
Other comprehensive income (loss)		—		—		(457)		—		(457)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		—		—		67		—		67
Sale of assets to DISH Network, net of deferred taxes of $2,292		—		16,937		—		—		16,937
Foreign currency translation		—		—		(402)		—		(402)
Net income (loss)		—		—		—		1,736,872		1,736,872
Balance, December 31, 2021	$	—	$	1,492,174	$	(1,262)	$	(9,045,735)	$	(7,554,823)
Non-cash, stock-based compensation		—		40,732		—		—		40,732
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		—		—		107		—		107
Other comprehensive income (loss)		—		—		(1,183)		—		(1,183)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		—		—		(45)		—		(45)
Foreign currency translation		—		—		(1,245)		—		(1,245)
Net income (loss)		—		—		—		1,810,745		1,810,745
Balance, December 31, 2022	$	—	$	1,532,906	$	(2,445)	$	(7,234,990)	$	(5,704,529)
Non-cash, stock-based compensation		—		14,258		—		—		14,258
Other comprehensive income (loss)		—		—		(56)		—		(56)
Net income (loss)		—		—		—		1,744,629		1,744,629
Balance, December 31, 2023	$	—	$	1,547,164	$	(2,501)	$	(5,490,361)	$	(3,945,698)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Table of Contents

DISH DBS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022		~~2020~~2021
Cash Flows From Operating Activities:
Net income (loss)	$	1,~~810~~744,~~745~~629	$	1,~~736~~810,~~872~~745	$	1,~~584~~736,~~302~~872
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization		~~354~~315,~~361~~660		~~439~~354,~~004~~361		~~504~~439,~~638~~004
Realized and unrealized losses (gains) on investments and other		922		3,587		—
Impairment of long-lived assets and goodwill (Note 2)		6,457		—		—
Non-cash, stock-based compensation		40,732		11,830		30,671
Realized and unrealized losses (gains) on investments and other		(1,262)		922		3,587
Deferred tax expense (benefit)		(116,715)		(41,304)		13,114
Non-cash, stock-based compensation		14,258		40,732		11,830
Changes in allowance for credit losses		7,781		(10,372)		23,953
Deferred tax expense (benefit)		(84,600)		(116,715)		(41,304)
Other, net		63,194		51,842		4,709
Changes in allowance for credit losses		(5,758)		7,781		(10,372)
Non-cash interest income - DISH Network		(415,188)		—		—
Other, net		37,540		63,194		51,842
Non-cash interest income - DISH Network		(318,050)		(415,188)		—
Changes in current assets and current liabilities:
Trade accounts receivable		~~(67~~46,~~036)~~962		24(67,~~037~~036)		~~(81~~24,~~649)~~037
Inventory		~~(11~~36,~~143)~~925		(3811,~~405~~143)		32(38,~~916~~405)
Other current assets		9312,~~482~~865		293,~~538~~482		~~(108~~2,~~188)~~538
Trade accounts payable		(~~145~~128,~~552~~331)		~~206~~(145,~~862~~552)		49206,~~244~~862
Deferred revenue and other		(4749,~~370~~790)		(6447,~~705~~370)		(664,~~853~~705)
Accrued programming and other accrued expenses		(~~840~~98,474)		~~28,276~~(840)		~~(167~~28,~~399)~~276
Net cash flows from operating activities		1,~~567~~529,~~373~~031		21,~~350~~567,~~062~~373		12,~~879~~350,~~458~~062

Cash Flows From Investing Activities:
(Purchases) Sales and maturities of marketable investment securities, net		1282,~~388,113~~350		(1,~~538~~388,~~268)~~113		(~~132~~1,~~591~~538,268)
Purchases of property and equipment		(~~122~~132,~~477~~607)		(~~156~~122,~~860~~477)		(~~298~~156,~~566~~860)
Proceeds from sale of assets to DISH Network, net of tax		—		~~60,369~~—		—60,369
Notes receivable - DISH Network		~~(1,500,000)~~—		(51,~~250~~500,000)		—(5,250,000)
Other, net		5,313		8,572		8,851
Advances to/from affiliates		(421,457)		—		—
Net cash flows from investing activities		(229,051)		(6,876,187)		(422,306)
Other, net		5,016		5,313		8,572
Net cash flows from investing activities		(266,698)		(229,051)		(6,876,187)

Cash Flows From Financing Activities:
Repayment of long-term debt and finance lease obligations		(3349,~~713~~850)		(5433,~~162~~713)		(54,~~438~~162)
Redemption and repurchases of senior notes		(21,~~056~~460,~~821~~635)		(2,~~000~~056,~~000~~821)		(12,~~100~~000,000)
Proceeds from issuance of senior notes		—		~~6,750,000~~—		16,~~000~~750,000
Debt issuance costs		—		~~(34,459)~~—		(134,~~670~~459)
Advances to/from affiliates		—		—		(82,415)
Other, net		1,273		(906)		(3,368)
Other, net		(906)		(3,368)		—
Net cash flows from financing activities		(1,509,212)		(2,091,440)		4,658,011
Net cash flows from financing activities		(2,091,440)		4,658,011		(238,523)

Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents		(~~753~~246,~~118~~879)		~~131~~(753,~~886~~118)		1131,~~218,629~~886
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 4)		1675,~~428,618~~500		1,~~296~~428,~~732~~618		781,~~103~~296,732
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 4)	$	~~675~~428,~~500~~621	$	1675,~~428,618~~500	$	1,~~296~~428,~~732~~618

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Organization and Business Activities

Principal Business

DISH DBS Corporation (which together with its subsidiaries is referred to as “DISH DBS,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) is a holding company and an indirect, wholly-owned subsidiary of DISH Network Corporation (“DISH Network”). DISH DBS was formed under Colorado law in January 1996 and its common stock is held by DISH Orbital Corporation (“DOC”), a direct subsidiary of DISH Network. Our subsidiaries operate one business segment, Pay-TV.

~~Pay-TV~~Recent Developments

WeMerger ~~offer~~with pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international and Latino video programming services (“SLING TV”). As of December 31, 2022, we had 9.750 million Pay-TV subscribers in the United States, including 7.416 million DISH TV subscribers and 2.334 million SLING TV subscribers.EchoStar

On December 31, 2023, EchoStar completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among EchoStar, EAV Corp.~~Summary~~, a Nevada corporation and its wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which EchoStar acquired DISH Network by means of ~~Significant~~the ~~Accounting~~merger ~~Policies~~of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as its wholly owned subsidiary.

~~Principles~~For more information and a copy of ~~Consolidation~~the Amended Merger Agreement, see the Form 8-K of EchoStar filed on October 3, 2023 and ~~Basis~~the Form 8-K of ~~Presentation~~EchoStar filed on January 2, 2024.

~~The~~With ~~accompanying~~the ~~consolidated~~Merger ~~financial statements include all balances and results of operations of DISH DBS and our consolidated subsidiaries. We consolidate all majority owned subsidiaries~~complete, ~~investments in entities in which~~ we ~~have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Minority interests~~ are ~~recorded~~currently asfocused ~~noncontrolling~~on ~~interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using~~ the ~~equity~~process ~~method when we have the ability to significantly influence the operating decisions~~ of ~~the~~integrating ~~investee. When~~our weand doEchoStar’s ~~not~~business ~~have~~in ~~the~~a ~~ability~~manner tothat ~~significantly~~facilitates ~~influence~~synergies, ~~the~~cost ~~operating decisions of an investee~~savings, ~~these~~growth ~~equity~~opportunities ~~securities~~and ~~are~~achieves ~~classified as either marketable investment securities or~~ other ~~investments~~anticipated ~~and~~benefits ~~recorded at fair value with changes recognized in~~ (the “~~Other, net~~Integration” ~~within “Other Income (Expense~~)~~” on our Consolidated Statements of Operations and Comprehensive Income (Loss)~~. ~~All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.~~

Future Capital Requirements

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Our cash and cash equivalents and marketable investment securities totaled $374 million as of December 31, 2023 (“Cash on Hand”). As reflected in the consolidated financial statements as of December 31, 2023, we have $1.983 billion of debt maturing in November 2024.

Because we do not currently have committed financing to fund our operations for at least twelve months from the issuance of these consolidated financial statements, substantial doubt exists about our, our parent, DISH Network’s, and our ultimate parent, EchoStar’s, ability to continue as a going concern. We do not currently have the necessary Cash on Hand and/or projected future cash flows to fund the November 2024 debt maturity. To address our capital needs, we are in active discussions with funding sources to raise additional capital and restructure our outstanding debt. We cannot provide assurances that we will be successful in obtaining such new financing and/or restructuring the existing debt obligations necessary for us to have sufficient liquidity.

In addition, our parent, DISH Network, and our ultimate parent, EchoStar, may not be able to provide additional liquidity in the future.

The consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern.

F-8

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Pay-TV

We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”). As of December 31, 2023, we had 8.526 million Pay-TV subscribers in the United States, including 6.471 million DISH TV subscribers and 2.055 million SLING TV subscribers.

2.Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include all balances and results of operations of DISH DBS and our consolidated subsidiaries and are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities (“VIEs”) where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and based on observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States (“~~GAAP”) requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience, observable market inputs, and other reasonable assumptions in accounting for, among other things, allowances for credit losses, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under ~~DISH Network~~EchoStar’s stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses and subscriber lives. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Cash and Cash Equivalents

We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, ~~2022~~2023 and ~~2021~~2022 may consist of money market funds, government bonds, corporate notes and commercial paper. The amortized cost of these investments approximates their fair value.

F-9

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Marketable Investment Securities

All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholder’s Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Interest income from available for sale debt securities is reported in “Interest income, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

We evaluate our debt investment portfolio to determine whether declines in the fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay.

~~Trade~~Receivables ~~Accounts~~and ~~Receivable~~Related Allowance for Credit Losses

~~Trade~~General ~~accounts~~Accounts receivable are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions. Receivable

~~F-9~~Trade accounts receivable represent our unconditional rights to consideration arising from our performance under our customer contracts and are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions.

In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools identified by management include, but are not limited to residential customers, commercial customers and advertising services. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in the unemployment rate, external economic forecasts and current collection rates. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Past due trade accounts receivable balances are written off against our allowance for credit losses when our internal collection efforts have been unsuccessful.

F-10

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead. Net realizable value is calculated as the estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the inventory. We record write downs for inventory for obsolete and slow moving items based on trends and experience. We enter into arrangements with distributors where physical delivery of a product to a distributor has occurred, but we maintain control of the product until such time it is sold to an end consumer. For these arrangements, we account for the products as consigned inventory.

Property and Equipment

Property and equipment, including capitalized expenditures related to our satellites, are stated at cost less depreciation and impairment losses, if any. ~~Our~~Capitalized ~~set-top~~expenditures ~~boxes~~include ~~are~~the ~~generally~~cost ~~capitalized~~of ~~when~~long-lived ~~they~~assets, ~~are~~plus ~~installed~~the incost ~~customers’ homes. If a satellite were~~ to ~~fail~~construct ~~while in-orbit,~~ the ~~resultant~~asset ~~loss~~such ~~would~~as belabor ~~charged~~and tooverhead ~~expense~~directly inbenefiting the ~~period such loss was incurred~~asset. ~~The~~Interest ~~amount~~is ofcapitalized ~~any~~when ~~such~~pre-construction ~~loss~~activity ~~would~~commences beand ~~reduced~~ends toonce the ~~extent~~asset ofis ~~insurance~~ready ~~proceeds~~for ~~estimated~~its tointended ~~be received, if any~~purpose. ~~Depreciation~~Our isequipment ~~recorded~~leased onto acustomers ~~straight-line~~is ~~basis~~generally ~~over~~capitalized ~~useful~~when ~~lives~~they ~~ranging~~are ~~from~~installed ~~two~~in tocustomers’ ~~40 years~~homes. ~~Repair~~We ~~and~~have ~~maintenance~~certain ~~costs~~assets ~~are~~acquired ~~charged~~under tofinance ~~expense when incurred~~leases. ~~Renewals~~ ~~and~~The ~~improvements~~recorded ~~that~~costs ~~add~~of ~~value~~those orassets ~~extend~~are the ~~asset’s~~present ~~useful~~values ~~life~~of ~~are~~all ~~capitalized~~lease payments. ~~Costs~~We ~~related~~amortize toour ~~the~~finance ~~procurement~~lease ~~and~~right ~~development~~ of ~~software for internal-~~use ~~are~~(“ROU”) ~~capitalized~~assets ~~and amortized using the straight-line method~~ over ~~the~~their ~~estimated~~respective ~~useful~~lease ~~life of the software~~terms.

If a satellite were to fail while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from two to 40 years. Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized.

Internal Use Software

We capitalize certain costs related to developing or acquiring internal use software. Capitalization of software costs begins once the preliminary project stage is completed and we commit to funding the software project. Capitalizing ceases when the software project is ready for its intended use. Capitalized software costs are recorded in “Property and equipment, net” on our Consolidated Balance Sheets and are amortized over the estimated useful life of the software.

Other Investments

Equity Method Investments

We use the equity method to account for investments when we have the ability to exercise significant influence on the operating decisions of the affiliate. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The carrying amount of such investments includes a component of goodwill when the cost of our investment exceeds the fair value of the underlying identifiable assets and liabilities of the affiliate. Dividends received from these affiliates reduces the carrying amount of our investment.

F-11

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Cost Method Investments

We generally measure investments in non-publicly traded equity instruments without a readily determinable fair value at cost adjusted for observable price changes in orderly transactions for the identical or similar securities of the same issuer and changes resulting from impairments, if any. Other equity instruments are measured to determine their value based on observable market information. When we adjust the carrying amount of an investment to its estimated fair value, the gain or loss is recorded in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Impairment Considerations

We periodically evaluate all of our other investments to determine whether events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment. We consider information if provided to us by our investees such as current financial statements, business plans, investment documentation, capitalization tables, liquidation waterfalls, and board materials; and we may make additional inquiries of investee management.

Indicators of impairment may include, but are not limited to, unprofitable operations, material loss contingencies, changes in business strategy, changes in market trends or market conditions, changes in the investees’ enterprise value and changes in the investees’ investment pricing. When we determine that one of our other investments is impaired we reduce its carrying value to its estimated fair value and recognize the impairment loss in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

We review our long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that have finite lives are amortized over their estimated useful lives. For assets which are held and used in operations, the asset would be impaired if the carrying amount of the asset (or asset group) exceeded its undiscounted future net cash flows. ~~Once~~When an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. ~~Assets~~In ~~which are to be disposed of are reported at~~ the ~~lower~~event of ~~the~~an carrying amount or fair value less costs to sell. The carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount. In that eventimpairment, a loss is recorded in “Impairment of long-lived assets and goodwill” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount.

DBS Satellites

We currently evaluate our DBS satellite fleet for impairment as one asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We do not believe any triggering event has occurred which would indicate impairment as of December 31, ~~2022~~2023 and ~~2021~~2022. We will continue to monitor the DBS satellite fleet for indicators of impairment.

~~F-10~~

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Finite-Lived Intangible Assets

Intangible assets include customer relationships, trademarks, and certain below market contracts. These assets are amortized over their respective useful lives. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2023 and 2022.

Indefinite-Lived Intangible Assets and Goodwill

We do not amortize indefinite-lived intangible assets and goodwill but test these assets for impairment annually during the fourth quarter or more often if indicators of impairment arise. We have the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, we may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. Our intangible assets with indefinite lives primarily consist of FCC licenses. Generally, we have determined that our FCC licenses have indefinite useful lives due to the following:

●

FCC licenses are a non-depleting asset;

●

existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely;

●

replacement DBS 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 to obtain future cash flows are not significant;

●

FCC licenses are not technologically dependent; and

●

we intend to use these assets indefinitely.

DBS Licenses

We combine all of our indefinite-lived DBS licenses that we currently utilize or plan to utilize in the future into a single unit of accounting. For ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of the DBS licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations, and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the DBS licenses exceeds its carrying amount. As such, no further analysis was required.

Goodwill

Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date. We test goodwill for impairment at the reporting unit level, which includes, among others, the SLING TV and DISH TV reporting units.

InWe ~~conducting~~perform our annual impairment ~~test~~assessment for ~~2022,~~goodwill ~~2021~~ and ~~2020,~~other weindefinite-lived ~~performed~~intangible aassets ~~qualitative~~each ~~assessment,~~year ~~which~~during ~~considered~~the ~~several~~fourth quarter or more frequently if events or changes in circumstances indicate an impairment may be possible. We may consider qualitative factors, ~~including,~~to ~~among~~assess ~~others,~~if ~~macroeconomic~~it ~~conditions,~~is ~~industry~~more ~~and~~likely ~~market~~than ~~conditions,~~not ~~and~~that ~~relevant~~the ~~company~~fair ~~specific~~value ~~events~~for ~~and~~goodwill ~~perception~~is ofbelow the ~~market~~carrying amount. In If ~~contemplating~~we ~~all~~determine ~~factors~~ in ~~their~~the ~~totality,~~qualitative weassessment ~~determined~~that it is more likely than not that the fair value ~~was~~is inless ~~excess~~than its carrying value, then we perform a quantitative assessment to determine the estimated fair value of the ~~carrying~~reporting ~~amount~~unit. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

Business Combinations

When we acquire a business, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisitionF-date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately 13 ~~to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Our assessment process included, among other things, discounted cash flow analyses, consideration of fair values of tangible and indefinite-lived intangible assets held by the reporting units and our ultimate parent, EchoStar’s recent market capitalization. Our assessment indicated the goodwill attributed to certain acquisitions was no longer supported based on the sustained decrease in our ultimate parent, EchoStar’s market capitalization. As such, we recorded a total noncash impairment charge of approximately $6 million in “Impairment of long-lived assets and goodwill” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

No impairments were indicated for any reporting unit for the years ended December 31, 2022 and 2021.

Business Combinations

When we acquire a business that is not subject to rules pertaining to common control, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition-date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately 13 to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.

Long-Term Deferred Revenue and Other Long-Term Liabilities

Certain programmers provide us up-front payments. Such amounts are deferred and recognized as reductions to “Cost of services” on a straight-line basis over the relevant remaining contract term (generally up to ten years). The current and long-term portions of these deferred credits are recorded on our Consolidated Balance Sheets in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities,” respectively.

Sales Taxes

We account for sales taxes imposed on our goods and services on a net basis on our Consolidated Statements of Operations and Comprehensive Income (Loss). Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity.

Income Taxes

We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized.

From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Fair Value Measurements

We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:

●

Level 1, defined as observable inputs being quoted prices in active markets for identical assets;

●

Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available.

As of December 31, ~~2022~~2023 and ~~2021~~2022, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. Fair values of our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing and the assignment of purchase consideration to assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. There were no transfers between levels during the years ended December 31, 2023 and 2022. See Note 4 for the fair value of our marketable investment securities.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 8 for the fair value of our long-term debt.

Deferred Debt Issuance Costs and Debt Discounts

Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to ~~interest~~“Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss) using the effective interest rate method over the terms of the respective notes. ~~Any~~We ~~debt~~report ~~discount~~unamortized isdebt ~~deferred~~issuance ~~and~~costs ~~amortized~~as toa ~~interest~~reduction ~~expense~~of ~~using~~ the ~~effective~~related ~~interest~~long-term ~~rate~~debt ~~method~~on ~~over~~our ~~the~~Consolidated ~~terms~~Balance ~~of the respective notes~~Sheets. See Note 8 for further information.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Revenue Recognition

Our revenue is primarily derived from Pay-TV subscriber revenue. We also generate revenue from equipment rental fees and other hardware related fees, including DVRs and fees from subscribers with multiple receivers; advertising services; fees earned from our in-home service operations; warranty services; sales of digital receivers and related equipment to third-party pay-TV providers; satellite uplink and telemetry, tracking and control (“TT&C”) services; and revenue from in-home services. See Note 14 for further information, including revenue disaggregated by major source.

Our residential video subscribers contract for individual services or combinations of services, as discussed above, the majority of which are generally distinct and are accounted for as separate performance obligations. We consider our installations for first time DISH TV subscribers to be a service. However, since we provide a significant integration service combining the installation with programming services, we have concluded that the installation is not distinct from programming and thus the installation and programming services are accounted for as a single performance obligation. We generally satisfy these performance obligations and recognize revenue as the services are provided, for example as the programming is broadcast to subscribers, as this best represents the transfer of control of the services to the subscriber.

In cases where a subscriber is charged certain nonrefundable upfront fees, those fees are generally considered to be material rights to the subscriber related to the subscriber’s option to renew without having to pay an additional fee upon renewal. These fees are deferred and recognized over the estimated period of time during which the fee remains material to the customer, which we estimate to be less than one year. Revenues arising from our in-home services that are separate from the initial installation, such as mounting a TV on a subscriber’s wall, are generally recognized when these services are performed.

For our residential video subscribers, we have concluded that the contract term under Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) is one month and as a result the revenue recognized for these subscribers for a given month is equal to the amount billed in that month, except for certain nonrefundable upfront fees that are accounted for as material rights, as discussed above.

Revenues from our advertising services are typically recognized as the advertisements are broadcast. Sales of equipment to subscribers or other third parties are recognized when control is transferred under the contract. Revenue from our commercial video subscribers typically follows the residential model described above, with the exception that the contract term for most of our commercial subscribers exceeds one month and can be multiple years in length. However, commercial subscribers typically do not receive time-limited discounts or free service periods and accordingly, while they may have multiple performance obligations, revenue is equal to the amount billed in a given month.

Contract Balances

FThe timing of revenue recognition generally differs from the timing of invoicing to customers. A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as trade accounts receivable when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include nonrefundable upfront fees, which are allocated to the identifiable performance obligations. Our residential video subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. We do not adjust the amount of consideration for financing impacts when we anticipate that the period between transfer of goods and services and eventual payment for those goods and services will be less than one year. Contract assets are included in “Trade accounts receivable, net” and contract liabilities are included in “Deferred revenue and other” and “Long-13term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets. Contract balances are amortized over the contract term. See Note 15 for further information, including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Assets Recognized Related to the Costs to Obtain a Contract ~~Balances~~with a Customer

~~The~~We ~~timing~~recognize ofan ~~revenue~~asset ~~recognition~~for ~~generally differs from~~ the ~~timing~~incremental costs of ~~invoicing~~obtaining toa ~~customers. When~~contract ~~revenue~~with isa ~~recognized~~customer ~~prior~~if ~~to invoicing,~~ we ~~record~~expect athe ~~receivable. When~~benefit ~~revenue~~of isthose ~~recognized~~costs ~~subsequent~~ to ~~invoicing,~~be welonger ~~record~~than ~~deferred~~one ~~revenue~~year. ~~Our~~ We ~~residential~~have ~~video~~determined ~~subscribers~~that ~~are~~certain ~~typically~~sales ~~billed~~incentive ~~monthly~~programs, ~~and~~including ~~the contract balances for~~ those ~~customers~~with ~~arise~~our ~~from~~independent ~~the~~third-party ~~timing~~retailers, ofmeet the ~~monthly~~requirements ~~billing~~to ~~cycle. We~~be docapitalized, ~~not~~and ~~adjust~~payments ~~the~~made ~~amount~~under ofthese ~~consideration~~programs ~~for~~are ~~financing~~capitalized ~~impacts~~and asamortized weto ~~apply~~expense aover ~~practical~~the ~~expedient~~estimated ~~when~~customer welife ~~anticipate~~or ~~that~~ the ~~period~~contract ~~between~~term. These ~~transfer~~amounts ofare ~~goods~~capitalized ~~and~~in ~~services~~“Prepaids and ~~eventual~~other ~~payment~~assets” ~~for~~and ~~those~~“Other ~~goods~~noncurrent ~~and~~assets, ~~services~~net” ~~will~~on beour ~~less~~Consolidated ~~than~~Balance ~~one~~Sheets, ~~year. See~~and ~~Note~~then 15amortized ~~for~~in ~~further information~~“Selling, ~~including~~general ~~balance~~ and ~~activity~~administrative ~~detail~~expenses” ~~about~~on our ~~allowance~~Consolidated ~~for~~Statements ~~credit~~of ~~losses~~Operations and ~~deferred~~Comprehensive ~~revenue~~Income ~~related to contracts with subscribers~~(Loss).

Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber

We recognize an asset for the incremental costs of obtaining a contract with a subscriber if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life. During the years ended December 31, 2022, 2021 and 2020, we capitalized $87 million, $117 million and $162 million, respectively, under these programs. The amortization expense related to these programs was $155 million, $158 million and $123 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, we had a total of $230 million and $298 million, respectively, capitalized on our Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases

WeLessee enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one to nine years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.Accounting

We ~~determine~~enter ifinto annon-cancelable ~~arrangement~~operating ~~is a lease~~ and ~~classify that lease as either an operating or~~ finance ~~lease at inception. Operating~~ leases ~~are~~for, ~~included~~among inother ~~“Operating~~things, ~~lease assets~~satellites,” ~~“Other~~office ~~accrued~~space, ~~expenses”~~warehouses and ~~“Operating~~distribution ~~lease~~centers, ~~liabilities”~~vehicles onand ~~our~~other ~~Consolidated Balance Sheets~~equipment. ~~Finance~~Substantially ~~leases~~all ~~are included in “Property and equipment, net,” “Current portion~~ of ~~long-term~~our ~~debt~~leases ~~and~~have ~~finance~~remaining lease ~~obligations”~~terms ~~and~~from ~~“Long-term~~one ~~debt~~to ~~and~~nine ~~finance lease obligations~~years, ~~net~~some of ~~current~~which ~~portion”~~include onrenewal ~~our~~options, ~~Consolidated~~and ~~Balance~~some ~~Sheets. Leases with an initial term~~ of 12which ~~months~~include oroptions ~~less~~to ~~are~~terminate ~~not recorded on~~ the ~~balance sheet and we recognize lease expense for these~~ leases onwithin aone ~~straight-line~~year. For ~~basis~~certain ~~over~~arrangements, the lease term onincludes ~~our~~the ~~Consolidated~~non-cancelable ~~Statements~~period ofplus ~~Operations~~the ~~and~~renewal ~~Comprehensive~~period ~~Income~~that ~~(Loss). See~~we ~~Note~~are 7reasonably ~~for~~certain ~~further~~to ~~information on our lease expenses~~exercise.

~~Right~~We ofdetermine ~~use~~if ~~(“ROU”) assets represent our right to use~~ an ~~underlying~~arrangement ~~asset~~is ~~for~~a ~~the~~ lease ~~term~~ and ~~lease~~classify ~~liabilities~~that ~~represent~~lease ~~the~~as ~~present~~either ~~value~~an ofoperating ~~our~~or ~~obligation~~finance tolease ~~make~~at ~~lease~~inception. ~~payments~~Operating ~~arising~~leases ~~from~~are ~~the~~included ~~lease.~~ in “Operating lease ~~ROU~~ assets,” ~~and~~“Other ~~liabilities~~accrued ~~are~~expenses ~~recognized~~and atliabilities” ~~commencement~~and ~~date~~“Operating ~~based on the present value of~~ lease ~~payments~~liabilities” ~~over~~on ~~the~~our ~~lease~~Consolidated ~~term~~Balance Sheets. ~~When~~Finance ~~our~~ leases doare ~~not~~included ~~provide~~in an“Property ~~implicit~~and ~~rate~~equipment, wenet,” ~~use~~“Current ~~our~~portion ~~IBR~~of ~~based~~long-term ondebt ~~the~~and ~~information~~finance ~~available~~lease atobligations” ~~commencement~~and ~~date~~“Long-term indebt ~~determining~~and ~~the~~finance ~~present value of~~ lease ~~payments. Our~~obligations, ~~IBR~~net isof ~~based~~current portion” on anour ~~estimated~~Consolidated ~~secured~~Balance ~~rate~~Sheets. Leases ~~plus~~with aan ~~credit~~initial ~~spread~~term asof ~~secured~~12 bymonths ~~our~~or ~~assets. The~~less ~~operating~~are ~~lease~~not ~~ROU~~recorded ~~asset~~on ~~also includes~~ the ~~impact~~balance ofsheet ~~prepaid~~and orwe ~~deferred~~recognize lease ~~payments. The~~expense ~~length~~for ofthese ~~our~~leases ~~lease~~on ~~term~~a ~~may~~straight-line ~~include~~basis ~~options~~over ~~to extend or terminate~~ the lease ~~when~~term iton isour ~~reasonably~~Consolidated ~~certain~~Statements ~~that~~of weOperations ~~will~~and ~~exercise~~Comprehensive ~~that~~Income ~~option~~(Loss). ~~Lease~~See ~~expense~~Note 7 for ~~operating~~further ~~lease~~information ~~payments is recognized~~ on aour ~~straight-line basis over the~~ lease ~~term~~expenses.

Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate for the same term as the underlying lease plus a credit spread as secured by our assets. For leases denominated in a currency different than U.S. dollar, IBR is estimated using the collateralized borrowing rate in the foreign currency using the U.S. dollar and foreign currency swap spread, when available. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. Our variable lease payments are immaterial and our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~F-14~~Lessor Accounting

DISH TV subscribers have the choice of leasing or purchasing the satellite receiver and other equipment necessary to receive our DISH TV services. Most of our new DISH TV subscribers choose to lease equipment and thus we retain title to such equipment. Equipment leased to new and existing DISH TV subscribers is capitalized and depreciated over their estimated useful lives.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

For equipment leased to new and existing DISH TV subscribers, ~~have~~we ~~the~~made ~~choice~~an ofaccounting ~~leasing~~policy orelection ~~purchasing~~to combine the ~~satellite~~equipment ~~receiver~~with ~~and~~our ~~other~~programming ~~equipment~~services ~~necessary~~as toa ~~receive~~single ~~our~~performance ~~DISH~~obligation TVin ~~services. Most~~accordance ofwith ~~our~~the ~~new~~revenue ~~DISH~~recognition TVguidance ~~subscribers~~as ~~choose~~the toprogramming ~~lease~~services ~~equipment~~are ~~and~~the ~~thus~~predominant wecomponent. The ~~retain~~non-lease ~~title~~service torevenue ~~such~~related to equipment~~. Equipment~~ leased to new and existing DISH TV subscribers iswould ~~capitalized~~have ~~and~~otherwise ~~depreciated~~been ~~over~~accounted ~~their~~for ~~estimated~~as ~~useful~~an ~~lives~~operating lease.

For equipment leased to new and existing DISH TV subscribers, we made an accounting policy election to combine the equipment with our programming services as a single performance obligation in accordance with the revenue recognition guidance as the programming services are the predominant component. The revenue related to equipment leased to new and existing DISH TV subscribers would have otherwise been accounted for as an operating lease.

Cost of Services

“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes ~~Pay-TV~~ programming expenses and other operating costs related to our Pay-TV services.

The cost of television programming distribution rights is generally incurred on a per subscriber basis and various upfront carriage payments are recognized when the related programming is distributed to subscribers. Long-term flat rate programming contracts are generally charged to expense using the straight-line method over the term of the agreement. The cost of television programming rights to distribute live sporting events for a season or tournament is charged to expense using the straight-line method over the course of the season or tournament.

Cost of Sales – Equipment and Other

“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes ~~the~~costs ~~cost~~related ofto the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized.

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $~~480~~365 million, $~~431~~480 million and $~~432~~431 million for the years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021, respectively.

Research and Development

Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $4542 million, $2945 million and $2429 million for the years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021, respectively.

New Accounting Pronouncements

WeJoint doVentures. ~~not~~On ~~expect~~August 23, ~~that~~2023, ~~any~~the ~~recently~~FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”), which requires an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary to apply a new basis of accounting ~~pronouncements~~upon the formation of the joint venture. This standard will ~~have~~be effective for all joint venture formations with a ~~material~~formation ~~effect~~date on ~~our~~or ~~consolidated~~after January 1, 2025. A joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We are evaluating the impact the adoption of ASU 2023-05 will have on our Consolidated Financial Statements and related disclosures.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Segment Reporting. On November 27, 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reporting Segment Disclosures (“ASU 2023-07”), which will enhance financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. This standard will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2023-07 will have on our Consolidated Financial Statements and related disclosures.

Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will enhance income tax disclosures. ASU 2023-09 requires among other items disaggregated information in a reporting entity’s rate reconciliation table, clarification on uncertain tax positions and the related financial statement impact as well as information on income taxes paid on a disaggregated basis. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2023-09 will have on our Consolidated Financial Statements and related disclosures.

3.Supplemental Data - Statements of Cash Flows

The following table presents certain supplemental cash flow and other non-cash data. See Note 7 for supplemental cash flow and non-cash data related to leases.


	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022		~~2020~~2021
	(In thousands)
Cash paid for interest	$	~~899~~747,~~382~~332	$	~~636~~899,~~934~~382	$	~~632~~636,~~506~~934
Cash received for interest		2019,~~967~~972		420,~~263~~967		34,~~548~~263
Cash paid for income taxes		31,896		38,411		22,968
Cash received for interest - Intercompany Loan		104,940		—		—
Cash paid for income taxes to DISH Network		489,819		562,268		473,793
Cash paid for income taxes, net of (refunds)		12,951		29,000		31,025
Vendor financing		—		164		—
Cash paid for income taxes to DISH Network		622,512		489,819		562,268
Vendor financing		26,751		—		164

Our parent, DISH Network, provides a centralized system for the management of our cash and marketable investment securities as it does for all of its subsidiaries to, among other reasons, maximize yield of the portfolio. As a result, the cash and marketable investment securities included on our Consolidated Balance Sheets are a component or portion of the overall cash and marketable investment securities portfolio included on DISH Network’s Consolidated Balance Sheets and are managed by DISH Network. We are reflecting the purchases and sales of marketable investment securities on a net basis for each period presented on our Consolidated Statements of Cash Flows as we believe the net presentation is more meaningful to our cash flows from investing activities.

F-19

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

4.Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

Our marketable investment securities, restricted cash and cash equivalents, and other investment securities consisted of the following:



	As of December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Marketable investment securities:
Current marketable investment securities	$	~~282,733~~397	$	1282,~~670,739~~733

Restricted cash and cash equivalents (1)		5354,~~525~~980		5553,~~027~~525

Other investment securities:
Other investment securities, net:
Other investment securities		93,806		99,606
Equity method investments		90,168		93,806
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	145,545	$	430,064

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	430,064	$	1,825,372

(1)	Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash, cash equivalents and marketable investment securities” on our Consolidated Balance Sheets.

F-16

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Marketable Investment Securities

Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholder’s Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 for further information.

Current Marketable Investment Securities

Our current marketable investment securities portfolio can include investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities.

Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days. Corporate securities consist of debt instruments issued by corporations with various maturities normally less than 18 months. U.S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies.

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of December 31, ~~2022~~2023 and ~~2021~~2022, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit and trusts.

~~Other Investment Securities~~F-20

WeTable have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investment securities” on our Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and our equity securities are accounted for using the equity method of ~~accounting or recorded at fair value. Certain of our equity method investments are detailed below.~~ Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

~~NagraStar~~Other ~~L.L.C. We own a 50% interest in NagraStar L.L.C. (“NagraStar”)~~Investments, ~~a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming.~~ net

~~Invidi~~We ~~Technologies~~have ~~Corporation. In~~strategic ~~November~~investments ~~2016,~~in wecertain debt and/or equity securities that are included in noncurrent “Other investments, ~~AT&T~~net” ~~Inc~~on our Consolidated Balance Sheets., Our debt securities are classified as available-for-sale and ~~Cavendish~~are ~~Square~~recorded ~~Holding~~at Bfair value.V. Generally, anour ~~affiliate~~debt ofinvestments ~~WPP~~in ~~plc,~~non-publicly ~~entered~~traded ~~into~~debt instruments without a ~~series~~readily ofdeterminable ~~agreements~~fair tovalue ~~acquire~~are ~~Invidi~~recorded ~~Technologies~~at ~~Corporation~~amortized ~~(“Invidi”),~~cost. Our anequity ~~entity~~investments ~~that~~where ~~provides~~we ~~proprietary~~have ~~software~~the ability to exercise significant influence over the investee are accounted for using the ~~addressable~~equity ~~advertising~~method ~~market~~of accounting. Certain of our equity method investments are detailed below.

~~Our~~NagraStar ~~ability~~L.L.C. We toown ~~realize~~a ~~value~~50% ~~from~~interest ~~our strategic investments~~ in ~~securities~~NagraStar ~~that~~L.L.C. ~~are~~(“NagraStar”), ~~not~~a ~~publicly~~joint ~~traded~~venture ~~depends~~that ~~on,~~is ~~among~~our ~~other~~primary ~~things,~~provider ~~the success~~ of ~~the~~encryption ~~issuers’~~and ~~businesses~~related ~~and~~security ~~their~~systems ~~ability~~intended to ~~obtain~~assure ~~sufficient~~that ~~capital,~~only onauthorized ~~acceptable~~customers ~~terms~~have oraccess ~~at all, and~~ to ~~execute~~our ~~their business plans~~programming. ~~Because~~The ~~private~~three ~~markets~~main ~~are~~technologies ~~not~~NagraStar asprovides ~~liquid~~to asits ~~public~~customers ~~markets~~are microchips, ~~there~~set-top isbox ~~also increased risk that we will not be able to sell these investments~~software, orand ~~that~~uplink ~~when~~computer wesystems. ~~desire~~NagraStar toalso ~~sell~~provides ~~them, we will not be able~~ end-to-end ~~obtain~~platform ~~fair~~security ~~value~~testing ~~for them~~services.

Invidi Technologies Corporation. We own a 35% interest in Invidi Technologies Corporation (“Invidi”), an entity that provides proprietary software for the addressable advertising market. Invidi contracts with multichannel video programming distributers to include its software in their respective set-top boxes and DVRs in order to deliver targeted advertisements based on a variety of demographic attributes selected by the advertisers. Invidi has also developed a cloud-based solution for internet protocol-based platforms.

~~F-17~~Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them, we will not be able to obtain fair value for them.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Fair Value Measurements

Our investments measured at fair value on a recurring basis were as follows:


	As of December 31,
	~~2022~~2023								~~2021~~2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(In thousands)
Cash equivalents (including restricted)	$	~~650~~411,~~523~~571	$	99358,~~437~~545	$	~~551~~53,~~086~~026	$	—	$	1650,~~404,505~~523	$	6099,~~085~~437	$	1551,~~344,420~~086	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	~~7,727~~—	$	~~7,727~~—	$	—	$	—	$	—7,727	$	—7,727	$	—	$	—
Commercial paper		~~227,787~~—		—		~~227,787~~—		—		1227,~~413,134~~787		—		1227,~~413,134~~787		—
Corporate securities		~~46,764~~—		—		~~46,764~~—		—		~~254~~46,~~631~~764		—		~~254~~46,~~631~~764		—
Other		~~455~~397		—		~~455~~397		—		~~2,974~~455		—		~~2,974~~455		—
Total	$	~~282,733~~397	$	~~7,727~~—	$	~~275,006~~397	$	—	$	1282,~~670,739~~733	$	—7,727	$	1275,~~670,739~~006	$	—

As of December 31, ~~2022~~2023, restricted and non-restricted marketable investment securities included debt securities of $~~283~~397 ~~million~~thousand with contractual maturities within one year. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

F-21

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other

“Other, net” within “Other Income (Expense)” included on our Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:



	For the Years Ended December 31,
Other, net:	~~2022~~2023		~~2021~~2022		~~2020~~2021
	(In thousands)
Costs related to early redemption of debt	$	(922)	$	(3,587)	$	—
Gains (losses) related to early redemption of debt	$	1,262	$	(922)	$	(3,587)
Equity in earnings (losses) of affiliates		4(1,~~112~~202)		24,~~520~~112		~~653~~2,520
Other		~~1,276~~458		~~247~~1,276		~~1,033~~247
Total	$	~~4,466~~518	$	~~(820)~~4,466	$	~~1,686~~(820)

5.Inventory

Inventory consisted of the following:


	As of December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Finished goods	$	~~252~~208,~~939~~049	$	~~246~~252,~~723~~939
Work-in-process and service repairs		1935,~~351~~457		19,~~074~~351
Raw materials		3524,~~121~~335		2635,~~302~~121
Total inventory	$	~~307~~267,~~411~~841	$	~~292~~307,~~099~~411

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

6.Property and Equipment and Intangible Assets

Property and Equipment

Property and equipment consisted of the following:


	Depreciable
	Life	As of December 31,
	(In Years)	~~2022~~2023		~~2021~~2022
		(In thousands)
Equipment leased to customers	2-5	$	1,~~309~~175,~~737~~734	$	1,~~518~~309,~~880~~737
EchoStar XV	15		277,658		277,658
EchoStar XVIII	15		411,255		411,255
Satellites acquired under finance lease agreements	155		174,685		~~398~~174,~~107~~685
Furniture, fixtures, equipment and other	2-2010		1755,~~054,619~~163		1753,~~047,966~~138
Software	3-5		859,911		834,644
Software and computer equipment	3-5		1,197,632		1,161,392
Buildings and improvements	5-40		~~295~~294,~~375~~890		~~292~~295,~~840~~375
Land	-		12,505		12,505
Construction in progress	-		3545,~~326~~413		3735,~~339~~326
Total property and equipment			4,~~431~~344,~~071~~935		4,~~831~~431,~~194~~071
Accumulated depreciation			(3,~~440~~536,~~185~~870)		(3,~~598~~440,~~014~~185)
Property and equipment, net		$	~~990~~808,~~886~~065	$	1990,~~233,180~~886

~~Depreciation and amortization expense consisted of the following:~~F-22


	For the Years Ended December 31,
	2022		2021		2020
	(In thousands)
Equipment leased to customers	$	191,712	$	244,735	$	290,006
Satellites		84,016		95,187		95,187
Buildings, furniture, fixtures, equipment and other		78,633		99,082		119,445
Total depreciation and amortization	$	354,361	$	439,004	$	504,638

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

~~Cost~~Depreciation ~~of sales~~ and ~~operating~~amortization expense ~~categories~~consisted ~~included in our accompanying Consolidated Statements~~ of ~~Operations~~the ~~and Comprehensive Income (Loss) do not include depreciation expense related to satellites or equipment leased to customers.~~following:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Equipment leased to customers	$	166,918	$	191,712	$	244,735
Satellites		80,292		84,016		95,187
Buildings, furniture, fixtures, equipment and other		68,450		78,633		99,082
Total depreciation and amortization	$	315,660	$	354,361	$	439,004

Cost of sales and operating expense categories included in our accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers or software.

Satellites

We currently utilize ~~ten~~nine satellites in geostationary orbit approximately 22,300 miles above the equator, two of which we own and depreciate over their estimated useful life. We currently utilize certain capacity on ~~five~~six satellites that we lease from DISH Network ~~and~~, ~~one satellite that we lease from EchoStar,~~ which are accounted for as operating leases, except for Nimiq 5 which is accounted for as a ~~financing~~finance lease and is depreciated over its economic life. We also lease ~~two~~one satellites from a third ~~parties~~party: the ~~Ciel II satellite, which is accounted for as an operating lease and the~~ Anik F3 satellite, which was accounted for as a finance lease until April 2022 and was fully depreciated. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease. As of July 2023, we no longer lease the Ciel II satellite.

FAs of December 31, 2023, our pay-19TV satellite fleet consisted of the following:


		Degree
	Launch	Orbital	Lease
Satellites	Date	Location	Termination Date
Owned:
EchoStar XV	July 2010	61.5	N/A
EchoStar XVIII	June 2016	61.5	N/A

Under Construction:
EchoStar XXV	2026	110	N/A

Leased from DISH Network (1):
EchoStar X	February 2006	110	February 2025
EchoStar XI	July 2008	110	February 2025
EchoStar XIV	March 2010	119	February 2025
EchoStar XVI	November 2012	61.5	January 2025
EchoStar XXIII	March 2017	110	Month to Month
Nimiq 5	September 2009	72.7	September 2024

Leased from Other Third-Party:
Anik F3	April 2007	118.7	April 2025

(1)	See Note 17 for further information on our Related Party Transactions with DISH Network.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

AsSatellites ofUnder ~~December 31, 2022, our pay-TV satellite fleet consisted of the following:~~ Construction


		Degree
	Launch	Orbital	Lease
Satellites	Date	Location	Termination Date
Owned:
EchoStar XV	July 2010	61.5	N/A
EchoStar XVIII	June 2016	61.5	N/A

Leased from EchoStar:
EchoStar IX	August 2003	121	December 2022

Leased from DISH Network (1):
EchoStar X	February 2006	110	February 2024
EchoStar XI	July 2008	110	September 2023
EchoStar XIV	March 2010	119	February 2024
EchoStar XVI	November 2012	61.5	January 2024
Nimiq 5	September 2009	72.7	September 2023

Leased from Other Third Party:
Anik F3 (2)	April 2007	118.7	April 2025
Ciel II	December 2008	129	July 2023

On March 20, 2023, DISH Network entered into a contract with Maxar Space LLC for the construction of EchoStar XXV, a DBS satellite that is capable of providing service to the continental United States (“CONUS”) and is intended to be used at the 110 degree orbital location. During the fourth quarter of 2023, DISH Network entered into an agreement with Space Exploration Technologies Corp (“SpaceX”) for launch services for this satellite, which is expected to be launched during 2026.

(1) See Note 17 for further information on our Related Party Transactions with DISH Network.

(2) During April 2022, we extended the Anik F3 satellite lease for an additional two years with an option to renew for one additional year to April 2025.

EchoStar XXIII, which is owned by DISH Network, commenced commercial operations at the 110 degree orbital location on February 15, 2023. At that time, we began leasing EchoStar XXIII from DISH Network replacing EchoStar XI, which became an in-orbit spare.

Satellite Anomalies

Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited.

In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other owned or leased satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and thus may have a material adverse effect on our business, financial condition and results of operations.

In the past, certain of our owned and leased satellites have experienced anomalies, some of which have had a significant adverse impact on their remaining useful life and/or commercial operation. There can be no assurance that future anomalies will not impact the remaining useful life and/or commercial operation of any of the owned and leased satellites in our fleet. See Note 2 for further information on evaluation of impairment. There can be no assurance that we can recover critical transmission capacity in the event one or more of our owned or leased in-orbit satellites were to fail. We generally do not carry commercial launch or in-orbit insurance on any of the satellites that we own and therefore, we will bear the risk associated with any uninsured launch or in-orbit satellite failures.

~~F-20~~Intangible Assets

As of December 31, 2023 and 2022, our identifiable intangibles subject to amortization consisted of the following:


	As of December 31,
	2023				2022
	Intangible		Accumulated		Intangible		Accumulated
	Assets		Amortization		Assets		Amortization

	(In thousands)
Technology-based	$	58,162	$	(55,623)	$	58,162	$	(55,079)
Trademarks		18,251		(17,160)		18,251		(17,050)
Contract-based		4,500		(4,500)		4,500		(4,500)
Customer relationships		23,632		(23,632)		23,632		(23,632)
Total	$	104,545	$	(100,915)	$	104,545	$	(100,261)

These identifiable intangibles are included in “Other noncurrent assets, net” on our Consolidated Balance Sheets. Amortization of these intangible assets is recorded on a straight-line basis over an average finite useful life primarily ranging from approximately 13 to 20 years. Amortization was $1 million, $1 million and $1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

~~Intangible~~Estimated ~~Assets~~future amortization of our identifiable intangible assets as of December 31, 2023 is as follows (in thousands):

As of December 31, 2022 and 2021, our identifiable intangibles subject to amortization consisted of the following:


For the Years Ended December 31,
2024	$	654
2025		654
2026		654
2027		654
2028		473
Thereafter		541
Total	$	3,630


	As of December 31,
	2022				2021
	Intangible		Accumulated		Intangible		Accumulated
	Assets		Amortization		Assets		Amortization
	(In thousands)
Technology-based	$	58,162	$	(55,079)	$	58,162	$	(54,535)
Trademarks		18,251		(17,050)		18,251		(16,928)
Contract-based		4,500		(4,500)		4,500		(4,500)
Customer relationships		23,632		(23,632)		23,632		(23,632)
Total	$	104,545	$	(100,261)	$	104,545	$	(99,595)

Goodwill

~~These~~Goodwill ~~identifiable~~represents ~~intangibles~~the ~~are~~excess ~~included~~of inthe ~~“Other~~consideration ~~noncurrent~~transferred ~~assets,~~over ~~net”~~the onestimated ~~our~~fair ~~Consolidated~~values ~~Balance Sheets. Amortization~~ of ~~these intangible~~ assets isacquired ~~recorded~~and onliabilities aassumed ~~straight-line~~as ~~basis~~of ~~over~~the anacquisition ~~average~~date ~~finite~~and ~~useful~~is ~~life~~not ~~primarily~~subject ~~ranging from approximately 13~~ to 20amortization ~~years. Amortization~~but ~~was~~is $1subject ~~million,~~to $1impairment ~~million~~testing ~~and~~annually $3or ~~million~~whenever ~~for~~indicators ~~the~~of ~~years~~impairment ~~ended December 31, 2022, 2021 and 2020, respectively~~arise.

~~Estimated~~During ~~future~~the ~~amortization~~year ended December 31, 2023, we recorded a noncash impairment charge for goodwill of ~~our~~$6 ~~identifiable~~million ~~intangible~~in “Impairment of long-lived assets asand goodwill” on our Consolidated Statements of ~~December~~Operations ~~31,~~and ~~2022~~Comprehensive Income (Loss). See Note 2 for further information. The non-recurring measurement of fair value of goodwill is classified as ~~follows~~Level (3 in ~~thousands):~~the fair value hierarchy.


For the Years Ended December 31,
2023	$	654
2024		654
2025		654
2026		654
2027		654
Thereafter		1,014
Total	$	4,284

As of December 31, 2023 and 2022, we had goodwill of zero and $6 million, which is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets.

AsRegulatory ~~of December 31, 2022 and 2021, we had goodwill of $6 million, which is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets.~~Authorizations

As of December 31, 2023 and 2022, our FCC Authorizations consisted of the following:

As of December 31, 2022 and 2021, our FCC Authorizations consisted of the following:


	As of December 31,
	2023		2022

	(In thousands)
DBS Licenses	$	611,794	$	611,794
Total	$	611,794	$	611,794


	As of December 31,
	2022		2021
	(In thousands)
DBS Licenses	$	611,794	$	611,794
Total	$	611,794	$	611,794

7.Leases

Lessee Accounting

FWe enter into non-21cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one to nine years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

Through the first quarter of 2022, our Anik F3 satellite was accounted for as a finance lease. However, during April 2022, we extended the Anik F3 lease and as a result, it is currently accounted for as an operating lease. Nimiq 5 is accounted for as a finance lease. Substantially all of our remaining leases are accounted for as operating leases, including the remainder of our satellite fleet.

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

7.Leases

We enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one to nine years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

During the fourth quarter of 2021, our QuetzSat-1 operating lease expired. Through the first quarter of 2022, our Anik F3 satellite was accounted for as a finance lease. However, during April 2022, we extended our Anik F3 lease and as a result, it is currently accounted for as an operating lease. Nimiq 5 is accounted for as a finance lease. Substantially all of our remaining leases are accounted for as operating leases, including the remainder of our satellite fleet.

The components of lease expense were as follows:


	For the Years Ended December 31,
	~~For the Years Ended December 31,~~2023		2022		2021
	~~2022~~(In thousands)		~~2021~~		~~2020~~
	(In thousands)
Operating lease cost (1)	$	70,262	$	166,599	$	217,635
Operating lease cost (1)	$	166,599	$	217,635	$	246,523


Short-term lease cost (1)(2)		169,159		74,514		33,456
Short-term lease cost (1)(2)		74,514		33,456		11,409


Finance lease cost:
Finance lease cost:
Amortization of right-of-use assets (3)		34,448		38,322		49,496
Amortization of right-of-use assets (3)		38,322		49,496		49,496
Interest on lease liabilities (3)		4,845		8,566		13,122
Interest on lease liabilities (3)		8,566		13,122		17,595
Total finance lease cost (3)		39,293		46,888		62,618
Total finance lease cost (3)		46,888		62,618		67,091
Total lease costs	$	278,714	$	288,001	$	313,709
Total lease costs	$	288,001	$	313,709	$	325,023

(1) The decrease in operating lease cost primarily related to the QuetzSat-1 lease, which expired in November 2021. In addition, our EchoStar XI and EchoStar X satellites were reclassified to “Short-term lease costs.”

(1)

The decrease in “Operating lease cost” is primarily related to our intercompany satellite leases with DISH Network, which were reclassified to “Short-term lease costs” during 2022 and the first quarter of 2023. All of our satellite operating leases with DISH Network are now short-term leases. In addition, the decrease in “Operating lease cost” from 2021 to 2022 was primarily related to the QuetzSat-1 lease, which expired in November 2021.

(2)

Leases that have terms of 12 months or less.

(3) The decrease in finance lease cost is primarily related to the Anik F3 finance lease ~~which~~that was extended in April 2022 and as a result is currently accounted for as an operating lease.

Supplemental cash flow information related to leases was as follows:


	For the Years Ended December 31,
	~~2022~~2023		~~2021~~2022		~~2020~~2021
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	~~138~~96,~~318~~195	$	~~213~~138,~~135~~318	$	~~247~~213,~~413~~135
Operating cash flows from finance leases	$	6,~~733~~633	$	136,~~002~~733	$	1713,~~595~~002
Financing cash flows from finance leases	$	3147,030	$	5131,~~608~~030	$	4951,~~231~~608

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	7430,~~317~~657	$	2274,~~780~~317	$	3722,~~899~~780
Finance leases	$	—	$	—	$	—

F-2226

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Operating Leases:
Operating lease assets	$	~~130~~92,~~454~~972	$	~~220~~130,~~089~~454

Other current liabilities	$	6036,~~203~~618	$	~~139~~60,~~492~~203
Operating lease liabilities		7561,~~142~~381		8375,~~725~~142
Total operating lease liabilities	$	~~135~~97,~~345~~999	$	~~223~~135,~~217~~345

Finance Leases:
Property and equipment, gross	$	175,704	$	~~399~~175,~~126~~704
Accumulated depreciation		(~~115~~149,~~469~~917)		(~~300~~115,~~569~~469)
Property and equipment, net	$	6025,~~235~~787	$	9860,~~557~~235

Other current liabilities	$	3831,~~102~~104	$	3938,~~957~~102
Other long-term liabilities		~~31,104~~—		6931,~~207~~104
Total finance lease liabilities	$	6931,~~206~~104	$	~~109~~69,~~164~~206

Weighted Average Remaining Lease Term:
Operating leases		34.71 years		3.07 years
Finance leases		10.8 years		21.68 years

Weighted Average Discount Rate:
Operating leases		78.23%		87.2%
Finance leases		10.0%		910.90%

Maturities of lease liabilities as of December 31, ~~2022~~2023 were as follows:


	Maturities of Lease Liabilities
	Operating		Finance
For the Years Ending December 31,	Leases		Leases		Total
	(In thousands)
2023	$	66,536	$	42,950	$	109,486
2024	$	41,709	$	32,147	$	73,856
2024		33,037		32,146		65,183
2025		26,417		—		26,417
2025		18,509		—		18,509
2026		15,898		—		15,898
2026		11,058		—		11,058
2027		8,337		—		8,337
2027		6,814		—		6,814
2028		7,361		—		7,361
Thereafter		2317,~~408~~792		—		2317,~~408~~792
Total lease payments		~~159~~117,~~362~~514		7532,~~096~~147		~~234~~149,~~458~~661
Less: Imputed interest		(2419,~~017~~515)		(51,~~890~~043)		(2920,~~907~~558)
Total		~~135~~97,~~345~~999		6931,~~206~~104		~~204~~129,~~551~~103
Less: Current portion		(6036,~~203~~618)		(3831,~~102~~104)		(9867,~~305~~722)
Long-term portion of lease obligations	$	7561,~~142~~381	$	~~31,104~~—	$	~~106~~61,~~246~~381

F-2327

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

8.Long-Term Debt and Finance Lease Obligations

Fair Value of our Long-Term Debt

The following table summarizes the carrying amount and fair value of our debt facilities as of December 31, ~~2022~~2023 and ~~2021~~2022:


		~~As of December 31,~~	As of December 31,
		~~2022~~	2023					~~2021~~	2022
	Issuer	~~CarryingAmount~~	CarryingAmount		~~Fair Value~~	Fair Value		~~CarryingAmount~~	CarryingAmount		~~Fair Value~~	Fair Value
		~~(In thousands)~~	(In thousands)
5 7/8% Senior Notes due 2022 (1)		$	—		$	—		$	2,000,000		$	2,039,700
5% Senior Notes due 2023 (1)	DDBS		$	—		$	—		$	1,443,179		$	1,441,635
5% Senior Notes due 2023 (2)			1,443,179			1,441,635			1,500,000			1,541,670
5 7/8% Senior Notes due 2024 (2)	DDBS			1,982,544			1,872,275			2,000,000			1,870,940
5 7/8% Senior Notes due 2024			2,000,000			1,870,940			2,000,000			2,060,180
7 3/4% Senior Notes due 2026	DDBS			2,000,000			1,388,060			2,000,000			1,620,280
7 3/4% Senior Notes due 2026			2,000,000			1,620,280			2,000,000			2,122,700
5 1/4% Senior Secured Notes due 2026	DDBS			2,750,000			2,366,073			2,750,000			2,336,813
5 1/4% Senior Secured Notes due 2026 (3)			2,750,000			2,336,813			2,750,000			2,792,900
7 3/8% Senior Notes due 2028	DDBS			1,000,000			600,160			1,000,000			708,320
7 3/8% Senior Notes due 2028			1,000,000			708,320			1,000,000			1,017,060
5 3/4% Senior Secured Notes due 2028	DDBS			2,500,000			2,013,125			2,500,000			2,013,675
5 3/4% Senior Secured Notes due 2028 (3)			2,500,000			2,013,675			2,500,000			2,520,650
5 1/8% Senior Notes due 2029	DDBS			1,500,000			774,600			1,500,000			976,755
5 1/8% Senior Notes due 2029			1,500,000			976,755			1,500,000			1,365,645
Other notes payable				42,678			42,678			18,329			18,329
Other notes payable			18,329			18,329			21,012			21,012
Subtotal				11,775,222		$	9,056,971			13,211,508		$	10,986,747
Subtotal			13,211,508		$	10,986,747			15,271,012		$	15,481,517
Unamortized deferred financing costs and debt discounts, net				(26,812)						(35,206)
Unamortized deferred financing costs and debt discounts, net			(35,206)						(42,547)
Finance lease obligations (3)				31,104						69,206
Finance lease obligations (4)			69,206						109,164
Total long-term debt and finance lease obligations (including current portion)			$	11,779,514					$	13,245,508
Total long-term debt and finance lease obligations (including current portion)		$	13,245,508					$	15,337,629

(1) AsWe ~~of July 15, 2022, we~~ had repurchased or redeemed the principal balance of our 5 ~~7/8~~% Senior Notes due ~~2022~~2023 as of March 15, 2023, the instrument’s maturity date.

(2) During the year ended December 31, ~~2022~~2023, we repurchased approximately $5717 million of our 5 7/8% Senior Notes due ~~2023~~2024 in open market trades. The remaining balance of approximately $1.~~443~~983 billion ~~matured~~matures ~~and was redeemed~~ on ~~March~~November 15, ~~2023.~~2024 ~~Our~~and 5is %included ~~Senior~~in ~~Notes due 2023 had been reclassified to~~ “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, ~~2022~~2023.

(3) ~~The~~Disclosure ~~net~~regarding ~~proceeds~~fair ~~from~~value ~~the offering~~ of our Senior Secured Notes (defined herein) were used to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “Intercompany Loan”) between us and DISH Network in order to finance ~~the~~leases ~~purchase~~is ofnot ~~wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure~~required. ~~See Note 17 Related Party Transactions for further information.~~

(4) Disclosure regarding fair value of finance leases is not required.

We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2).

Unsecured Senior Notes

Our Senior Notes are:

●

general unsecured senior obligations of DISH DBS;

●

ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future unsecured senior debt; and

●

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-2428

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The indentures related to our Senior Notes contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

●

incur additional debt;

●

pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

In the event of a change of control, as defined in the related indentures, we would be required to make an offer to repurchase all or any part of a holder’s Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

5% Senior Notes due 2023

On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5% Senior Notes due March 15, 2023. On May 9, 2013, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 5% and is payable semi-annually in cash, in arrears on March 15 and September 15 of each year.

The 5% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

5 7/8% Senior Notes due 2024

On November 20, 2014, we issued $2.0 billion aggregate principal amount of our ten-year 5 7/8% Senior Notes due November 15, 2024. On January 29, 2015, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 5 7/8% and is payable semi-annually in cash, in arrears on May 15 and November 15 of each year.

The 5 7/8% Senior Notes due 2024 are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

7 3/4% Senior Notes due 2026

On June 13, 2016, we issued $2.0 billion aggregate principal amount of our ten-year 7 3/4% Senior Notes due July 1, 2026. On October 3, 2016, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 7 3/4% and is payable semi-annually in cash, in arrears on January 1 and July 1 of each year.

The 7 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest.

F-25

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

7 3/8% Senior Notes due 2028

On July 1, 2020, we issued $1.0 billion aggregate principal amount of our 7 3/8% Senior Notes due July 1, 2028. On September 29, 2020, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 7 3/8% and is payable semi-annually in cash, in arrears on January 1 and July 1 of each year.

The 7 3/8% Senior Notes are redeemable, in whole or in part, at any time prior to July 1, 2023 at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. On or after July 1, 2023, we may redeem the Notes, in whole or in part, at any time at the redemption prices specified under the related indenture, together with accrued and unpaid interest. ~~Prior to July 1, 2023, we may also redeem up to 35% of the 7 3/8% Senior Notes at a specified premium with the net cash proceeds from certain equity offerings or capital contributions.~~

F-29

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

5 1/8% Senior Notes due 2029

On May 24, 2021, we issued $1.5 billion aggregate principal amount of our 5 1/8% Senior Notes due June 1, 2029. On August 30, 2021, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 5 1/8% and is payable semi-annually in cash, in arrears on June 1 and December 1 of each year.

The 5 1/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. Prior to June 1, 2024, we may also redeem up to 35% of the 5 1/8% Senior Notes at a specified premium with the net cash proceeds from certain equity offerings or capital contributions.

Senior Secured Notes

Our Senior Secured Notes are:

●

general senior secured obligations of DISH DBS;

●

secured by security interests in substantially all existing and future tangible and intangible assets of DISH DBS and its principal operating subsidiaries on a first priority basis, subject to certain exceptions;

●

ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future senior debt;

●

ranked senior in right of payment and effectively senior to any of DISH DBS’ and the guarantors’ junior lien or unsecured debt to the extent of the value of the pledged collateral that secures the Senior Secured Notes; and

●

ranked effectively junior to DISH DBS’ and the guarantors’ obligations that are secured by assets that are not part of the pledged collateral that secures the Senior Secured Notes, to the extent of the value of such assets.

F-26

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The indenture related to our Senior Secured Notes contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to:

●

incur additional debt;

●

pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s Senior Secured Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.

F-30

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The net proceeds from the offering of our Senior Secured Notes were used to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with future advances to DISH Network, the “Intercompany Loan”) between us and DISH Network in order to finance the potential purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. We may make additional advances to DISH Network under the Intercompany Loan, and on February 11, 2022, we advanced an additional $1.5 billion to DISH Network under the Intercompany Loan. The Intercompany Loan is secured by (i) the cash proceeds of the loan and (ii) an interest in any wireless spectrum licenses acquired using such proceeds. In certain cases, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. The Intercompany Loan is not included as collateral for the Senior Secured Notes, and the Senior Secured Notes are subordinated to our existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security for the Intercompany Loan.

The initial cash proceeds of the Intercompany Loan were paid to the FCC by DISH Network in connection with DISH Network’s wholly-owned subsidiary Weminuche L.L.C.’s (“Weminuche”) winning bids in the FCC’s auction for the Flexible-Use Service Licenses in the 3.45–3.55 GHz band (“Auction 110”). As a result, the Intercompany Loan is secured by Weminuche’s interest in the wireless spectrum licenses acquired in Auction 110 with such cash proceeds.

5 1/4% Senior Secured Notes due 2026

The 5 1/4% Senior Secured Notes due 2026 are redeemable, in whole or in part, at any time prior to June 1, 2026 (the “2026 Par Call Date”) at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. At any time on or after the 2026 Par Call Date, we may redeem the 5 1/4% Senior Secured Notes due 2026, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior to December 1, 2024, we may also redeem up to 35% of the 5 1/4% Senior Secured Notes due 2026 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions. At any time and from time to time during the 36-month period following the issue date of the 5 1/4% Senior Secured Notes due 2026, we may redeem up to 10% of the aggregate principal amount during each 12twelve-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

5 3/4% Senior Secured Notes due 2028

FOn November 26, 2021, we issued $2.5 billion aggregate principal amount of our 5 3/4% Senior Secured Notes due December 1, 2028. Interest accrues at an annual rate of 5 3/4% and is payable semi-27annually in cash, in arrears on June 1 and December 1 of each year, commencing on June 1, 2022.

F-31

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The 5 3/4% Senior Secured Notes due 2028 are redeemable, in whole or in part, at any time prior to December 1, 2027 (the “2028 Par Call Date”) at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. At any time on or after the 2028 Par Call Date, we may redeem the 5 3/4% Senior Secured Notes due 2028, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior to December 1, 2024, we may also redeem up to 35% of the 5 3/4% Senior Secured Notes due 2028 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions. At any time and from time to time during the 36-month period following the issue date of the 5 3/4% Senior Secured Notes due 2028, we may redeem up to 10% of the aggregate principal amount during each twelve-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 5 3/4% Senior Secured Notes due 2028 are redeemable, in whole or in part, at any time prior to December 1, 2027 (the “2028 Par Call Date”) at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. At any time on or after the 2028 Par Call Date, we may redeem the 5 3/4% Senior Secured Notes due 2028, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Prior to December 1, 2024, we may also redeem up to 35% of the 5 3/4% Senior Secured Notes due 2028 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions. At any time and from time to time during the 36-month period following the issue date of the 5 3/4% Senior Secured Notes due 2028, we may redeem up to 10% of the aggregate principal amount during each 12-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Interest on Long-Term Debt


		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
5% Senior Notes due 2023 (1)	March 15 and September 15	$	75,000
5 7/8% Senior Notes due 2024 (1)	May 15 and November 15	$	117,500
5 7/8% Senior Notes due 2024	May 15 and November 15	$	117,500
7 3/4% Senior Notes due 2026	January 1 and July 1	$	155,000
5 1/4% Senior Secured Notes due 2026	June 1 and December 1	$	144,375
7 3/8% Senior Notes due 2028	January 1 and July 1	$	73,750
5 3/4% Senior Secured Notes due 2028	June 1 and December 1	$	143,750
5 1/8% Senior Notes due 2029	June 1 and December 1	$	76,875

(1) Our 5 7/8% Senior Notes due ~~2023~~2024 ~~matured~~mature ~~and were redeemed~~ on ~~March~~November 15, ~~2023~~2024 and ~~had~~have been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, ~~2022~~2023.

Our ability to meet our debt service requirements will depend on, among other factors, the successful execution of our business strategy, which is subject to uncertainties and contingencies beyond our control.

F-28

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Other Long-Term Debt and Finance Lease Obligations

Other long-term debt and finance lease obligations consisted of the following:


	As of December 31,
	~~2022~~2023		~~2021~~2022
	(In thousands)
Satellites and other finance lease obligations	$	6931,~~206~~104	$	~~109~~69,~~164~~206
Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0%		1842,~~329~~678		2118,~~012~~329
Total		8773,~~535~~782		~~130~~87,~~176~~535
Less: current portion		(4041,~~922~~432)		(4240,~~641~~922)
Other long-term debt and finance lease obligations, net of current portion	$	4632,~~613~~350	$	8746,~~535~~613

Finance Lease Obligations

Anik F3. Anik F3, an FSS satellite, was launched and commenced commercial operation in April 2007. This satellite is was previously accounted for as a finance lease and depreciated over the term of the satellite service agreement. We leased 100% of the KuF-~~band capacity on Anik F3 for an initial period of 15 years. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease.~~32

~~Nimiq~~Table 5. On May 19, 2019, DISH Network entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the satellite service agreement for Nimiq 5 was transferred to DISH Network and we began leasing it from an indirect wholly-owned subsidiary of DISH Network. Nimiq 5 was launched in September 2009 and commenced commercial operation at the 72.7 degree west longitude orbital location during October 2009. This satellite is accounted for as a finance lease and depreciated over the term of the satellite service agreement which includes options to extend the lease that we are reasonably certain to exercise. We lease 100% of the capacity on Nimiq 5, and this lease expires in September 2023. See Note 17 for further information.Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

~~The~~Finance ~~summary~~Lease ~~of future maturities of our outstanding long-term debt as of December 31, 2022 is included in the commitments table in Note 12.~~Obligations

~~Future~~Anik ~~Liquidity~~F3. Anik F3, an FSS satellite, was launched and commenced commercial operation in April 2007. This satellite was previously accounted for as a finance lease and depreciated over the term of the satellite service agreement. We leased 100% of the Ku-band capacity on Anik F3 for an initial period of 15 years. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease.

WeNimiq ~~have~~5. On ~~made~~May ~~cash~~19, ~~distributions~~2019, ~~and~~DISH ~~the~~Network ~~Intercompany~~entered ~~Loan~~into an agreement pursuant to ~~partially~~which, ~~finance~~on ~~the~~September ~~development~~10, of2019, ~~DISH~~the ~~Network’s~~satellite 5Gservice ~~Network~~agreement ~~Deployment,~~for ~~including,~~Nimiq ~~but~~5 ~~not~~was ~~limited~~transferred to, ~~the~~DISH ~~purchase~~Network ofand ~~wireless~~we ~~spectrum~~began ~~licenses~~leasing ~~and~~it ~~the~~from ~~retail~~an ~~wireless~~indirect ~~business~~wholly-owned tosubsidiary ~~date,~~of ~~and~~DISH weNetwork. Nimiq ~~may~~5 ~~make~~was ~~additional~~launched ~~funds~~in ~~available~~September to2009 ~~DISH~~and ~~Network~~commenced incommercial operation at the ~~form~~72.7 ofdegree ~~cash~~west ~~distributions~~longitude ororbital ~~loans~~location toduring ~~finance,~~October in2009. This ~~whole~~satellite oris inaccounted ~~part,~~for ~~DISH~~as ~~Network’s~~a ~~future~~finance ~~efforts. These~~lease ~~factors,~~and ~~including,~~depreciated ~~but~~over ~~not~~the ~~limited~~term ~~to,~~of ~~debt~~the ~~maturities,~~satellite ~~continuing~~service ~~investment~~agreement inwhich ~~our~~includes ~~business,~~options ~~financing~~to ~~acquisitions~~extend ~~and~~the ~~other~~lease ~~strategic~~that ~~transactions,~~we ~~may~~are ~~require~~reasonably uscertain to ~~raise~~exercise. We ~~additional~~lease ~~capital~~100% inof the ~~future~~capacity ~~which~~on ~~may~~Nimiq ~~not~~5, beand ~~available~~this onlease ~~acceptable~~expires ~~terms,~~in orSeptember at2024. See ~~all~~Note 17 for further information.

The summary of future maturities of our outstanding long-term debt as of December 31, 2023 is included in the commitments table in Note 12.

~~F-29~~Future Liquidity

Table of Contents

DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

We have made cash distributions and the Intercompany Loan to partially finance the development of DISH Network’s 5G Network Deployment, including, but not limited to, the purchase of wireless spectrum licenses and the retail wireless business to date, and we may make additional funds available to DISH Network or EchoStar in the form of cash distributions or loans to finance, in whole or in part, DISH Network or EchoStar’s future efforts. These factors, including, but not limited to, debt maturities, continuing investment in our business, financing acquisitions and other strategic transactions, will require us to raise additional capital in the future which may not be available on favorable terms, or at all.

9.Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes

DISH DBS and its domestic subsidiaries join with DISH Network in filing U.S. consolidated federal income tax returns and, in some states, combined or consolidated returns. The federal and state income tax provisions or benefits recorded by DISH DBS are generally those that would have been recorded if DISH DBS and its domestic subsidiaries had filed returns as a consolidated group independent of DISH Network. Cash is due and paid to DISH Network based on amounts that would be payable based on DISH DBS consolidated or combined group filings. Amounts are receivable from DISH Network on a basis similar to when they would be receivable from the IRS or other state taxing authorities. The amounts paid to DISH Network during the years ended December 31, ~~2022~~2023, ~~2021~~2022 and ~~2020~~2021 were $~~490~~623 million, $~~562~~490 million and $~~474~~562 million, respectively.

Our income tax policy is to record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported on our Consolidated Balance Sheets, as well as probable operating loss, tax credit and other carryforwards. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that net deferred tax assets will not be realized. We periodically evaluate our need for a valuation allowance. Determining necessary valuation allowances requires us to make assessments about historical financial information as well as the timing of future events, including the probability of expected future taxable income and available tax planning opportunities.

As of December 31, 2022, we had no net operating loss carryforwards (“NOLs”) for federal and state income tax purposes. In addition, there are $10 million of tax benefits related to credit carryforwards which are fully offset by a valuation allowance. Portions of the credit carryforwards will begin to expire in 2023.F-33

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DISH DBS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

As of December 31, 2023, we had no net operating loss carryforwards (“NOLs”) for federal and state income tax purposes. In addition, there are $9 million of tax benefits related to credit carryforwards which are fully offset by a valuation allowance. Portions of the credit carryforwards expired in 2023.

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