0001558370-22-007502 | 10-Q | XBRL Viewer

Leases (Details)	3 Months Ended
Leases (Details)	Mar. 31, 2022
Option to extend - Operating	true
Option to extend - Finance	true
Option to terminate period - Operating	1 year
Option to terminate period - Finance	1 year
Option to terminate - Operating	true
Option to terminate - Finance	true
Minimum
Option to extend period - Operating	1 year
Option to extend period - Finance	1 year
Maximum
Option to extend period - Operating	16 years
Option to extend period - Finance	16 years

Basic and Diluted Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Basic and Diluted Net Income (Loss) Per Share

Table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands, except per share amounts)
Net income (loss)	$	448,846	$	641,563
Less: Net income (loss) attributable to noncontrolling interests, net of tax		16,195		11,339
Net income (loss) attributable to DISH Network - Basic		432,651		630,224
Interest on dilutive Convertible Notes, net of tax (1)		—		—
Net income (loss) attributable to DISH Network - Diluted	$	432,651	$	630,224

Weighted-average common shares outstanding - Class A and B common stock:
Basic		529,067		526,570
Dilutive impact of Convertible Notes		107,016		107,016
Dilutive impact of stock awards outstanding		387		174
Diluted		636,470		633,760

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	0.82	$	1.20
Diluted net income (loss) per share attributable to DISH Network	$	0.68	$	0.99

(1)	For both the three months ended March 31, 2022 and 2021, materially all of our interest expense was capitalized. See Note 2 for further information.

Schedule of anti-dilutive securities not included in the diluted EPS calculation


	As of March 31,
	2022	2021

	(In thousands)
Anti-dilutive stock awards	11,259	9,286
Performance/market based options (1)	15,981	16,940
Restricted Performance Units/Awards	1,273	1,632
Common stock warrants	46,029	46,029
Total	74,542	73,887

(1)	The decrease primarily resulted from approximately 20% of the Ergen 2020 Performance Award vesting as of December 31, 2021, partially offset by grants of the 2022 Incentive Plan during the first quarter of 2022.

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details)	3 Months Ended
	Mar. 31, 2022	Feb. 28, 2017
NagraStar
Other investment securities:
Ownership interest (as a percent)		50.00%
5 1/4% Senior Secured Notes due 2026
Other investment securities:
Interest rate (as a percent)	5.25%
5 3/4% Senior Secured Notes due 2028
Other investment securities:
Interest rate (as a percent)	5.75%
Commercial paper \| Maximum
Other investment securities:
Debt term of Maturity	365 days
Corporate securities \| Maximum
Other investment securities:
Debt term of Maturity	18 months

Contract Balances - Valuation And Qualifying Accounts Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Contract Balances
Allowance for Doubtful Accounts Receivable, Beginning Balance	$ 38,534
Current Period Provision for Expected Credit Losses	12,935
Write-offs Charged Against Allowance	(17,534)
Allowance for Doubtful Accounts Receivable, Ending Balance	$ 33,935

Basic and Diluted Net Income (Loss) Per Share (EPS Amounts for Basic and Diluted Weighted-Average Shares Outstanding) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Basic and Diluted Net Income (Loss) Per Share
Net income (loss)	$ 448,846	$ 641,563
Less: Net income (loss) attributable to noncontrolling interests, net of tax	(16,195)	(11,339)
Net income (loss) attributable to DISH Network - Basic	432,651	630,224
Net income (loss) attributable to DISH Network - Diluted	$ 432,651	$ 630,224
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	529,067	526,570
Dilutive impact of Convertible Notes (in shares)	107,016	107,016
Dilutive impact of stock awards outstanding (in shares)	387	174
Diluted (in shares)	636,470	633,760
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.82	$ 1.20
Diluted net income (loss) per share attributable to DISH Network	$ 0.68	$ 0.99

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property and equipment
Total property and equipment	$ 8,546,771	$ 7,887,898
Accumulated depreciation	(4,680,717)	(4,630,111)
Property and equipment, net	3,866,054	3,257,787
Equipment leased to customers
Property and equipment
Total property and equipment	$ 1,470,592	1,530,943
Equipment leased to customers \| Minimum
Property and equipment
Depreciable Life	2 years
Equipment leased to customers \| Maximum
Property and equipment
Depreciable Life	5 years
Satellites acquired under finance lease agreements
Property and equipment
Total property and equipment	$ 567,870	567,870
Depreciable Life	15 years
Satellites
Property and equipment
Total property and equipment	$ 1,734,024	1,734,024
Satellites \| Minimum
Property and equipment
Depreciable Life	4 years
Satellites \| Maximum
Property and equipment
Depreciable Life	15 years
Furniture, fixtures, equipment and other
Property and equipment
Total property and equipment	$ 2,463,369	2,350,839
Furniture, fixtures, equipment and other \| Minimum
Property and equipment
Depreciable Life	2 years
Furniture, fixtures, equipment and other \| Maximum
Property and equipment
Depreciable Life	20 years
Buildings and improvements
Property and equipment
Total property and equipment	$ 378,474	376,952
Buildings and improvements \| Minimum
Property and equipment
Depreciable Life	5 years
Buildings and improvements \| Maximum
Property and equipment
Depreciable Life	40 years
Land
Property and equipment
Total property and equipment	$ 17,513	17,513
Construction in progress
Property and equipment
Total property and equipment	1,914,929	1,309,757
Construction in progress \| Software related projects
Property and equipment
Total property and equipment	34,083	39,269
Construction in progress \| Wireless
Property and equipment
Total property and equipment	$ 1,880,846	$ 1,270,488

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

8.Leases

We enter into operating and finance leases for, among other things, communication towers, satellites, office space, fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one to 16 years, some of which include renewal options, and some of which include options to terminate the leases within one year.

During the fourth quarter of 2021, our QuetzSat-1 finance lease expired. As of March 31, 2022, our Anik F3 and Nimiq 5 satellites were accounted for as financing leases. However, during April 2022, we extended this lease and as a result, Anik F3 will subsequently be accounted for as an operating lease. Substantially all of our remaining leases are accounted for as operating leases.

The components of lease expense were as follows:


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Operating lease cost (1)	$	61,102	$	14,783

Short-term lease cost (2)		3,554		3,472

Finance lease cost:
Amortization of right-of-use assets (3)		9,893		17,829
Interest on lease liabilities (3)		2,732		4,288
Total finance lease cost (3)		12,625		22,117
Total lease costs	$	77,281	$	40,372

(1)	The increase in operating lease cost primarily related to communication tower leases.

(2)	Leases that have terms of 12 months or less.

(3)	The decrease in finance lease cost is primarily related to the QuetzSat-1 finance lease, which expired in November 2021.

Supplemental cash flow information related to leases was as follows:


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,360	$	16,919
Operating cash flows from finance leases	$	917	$	4,058
Financing cash flows from finance leases	$	4,420	$	17,157

Right-of-use assets obtained in exchange for lease obligations:
Operating leases (1)	$	543,868	$	20,073
Finance leases	$	—	$	—

(1)	The increase in operating lease assets primarily related to communication tower leases.

Supplemental balance sheet information related to leases was as follows:


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets (1)	$	1,972,455	$	1,493,410

Other current liabilities	$	98,286	$	75,748
Operating lease liabilities (1)		1,944,652		1,453,395
Total operating lease liabilities	$	2,042,938	$	1,529,143

Finance Leases:
Property and equipment, gross	$	568,889	$	568,889
Accumulated depreciation		(509,082)		(499,188)
Property and equipment, net	$	59,807	$	69,701

Other current liabilities	$	36,078	$	34,772
Other long-term liabilities		59,160		64,886
Total finance lease liabilities	$	95,238	$	99,658

Weighted Average Remaining Lease Term:
Operating leases		12.8 years		12.9 years
Finance leases		2.5 years		2.6 years

Weighted Average Discount Rate:
Operating leases		5.8%		5.3%
Finance leases		11.1%		11.0%

(1)	The increase in operating lease assets and liabilities primarily related to communication tower leases.

Maturities of lease liabilities as of March 31, 2022 were as follows:


	Maturities of Lease Liabilities
	Operating		Finance
For the Years Ending December 31,	Leases		Leases		Total

	(In thousands)
2022 (remaining nine months)	$	98,534	$	37,811	$	136,345
2023		153,190		41,030		194,220
2024		173,550		30,707		204,257
2025		195,849		—		195,849
2026		218,969		—		218,969
Thereafter		2,255,337		—		2,255,337
Total lease payments		3,095,429		109,548		3,204,977
Less: Imputed interest		(1,052,491)		(14,310)		(1,066,801)
Total		2,042,938		95,238		2,138,176
Less: Current portion		(98,286)		(36,078)		(134,364)
Long-term portion of lease obligations	$	1,944,652	$	59,160	$	2,003,812

Segment Reporting

3 Months Ended

Mar. 31, 2022

Segment Reporting

Segment Reporting

11.Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Operating income is the primary measure used by our chief operating decision maker to evaluate segment operating performance. We currently operate two primary business segments: (1) Pay-TV; and (2) Wireless. See Note 1 for further information.

All other and eliminations primarily include intersegment eliminations related to intercompany debt and the related interest income and interest expense, which are eliminated in consolidation.

The total assets, revenue and operating income by segment were as follows:


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Total assets:
Pay-TV	$	44,499,312	$	43,799,761
Wireless (1)		42,134,857		33,310,090
Eliminations (1)		(37,432,517)		(29,108,126)
Total assets	$	49,201,652	$	48,001,725

(1)	The increase primarily resulted from intercompany advances to purchase the 3.45–3.55 GHz band licenses. See Note 10 for further information.


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Revenue:
Pay-TV	$	3,167,563	$	3,203,969
Wireless		1,165,457		1,294,649
Eliminations		(2,400)		(765)
Total revenue	$	4,330,620	$	4,497,853

Operating income (loss):
Pay-TV	$	752,046	$	772,743
Wireless		(201,686)		91,833
Total operating income (loss)	$	550,360	$	864,576

Geographic Information. Revenue is attributed to geographic regions based upon the location where the goods and services are provided. All service revenue was derived from the United States. Substantially all of our long-lived assets reside in the United States.

The following table summarizes revenue by geographic region:


	For the Three Months Ended
	March 31,
Revenue:	2022		2021

	(In thousands)
United States	$	4,322,176	$	4,485,863
Canada and Mexico		8,444		11,990
Total revenue	$	4,330,620	$	4,497,853

The revenue from external customers disaggregated by major revenue source was as follows:


	For the Three Months Ended
	March 31,
Category:	2022		2021

	(In thousands)
Pay-TV subscriber and related revenue	$	3,129,734	$	3,164,367
Wireless services and related revenue		945,388		1,045,167
Pay-TV equipment sales and other revenue		37,829		39,602
Wireless equipment sales and other revenue		220,069		249,482
Eliminations		(2,400)		(765)
Total	$	4,330,620	$	4,497,853

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

10.Commitments and Contingencies

Commitments

Future maturities of our long-term debt, finance lease and contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 have not changed materially, other than those disclosed below.

“Other long-term obligations” totaled $11.844 billion as of March 31, 2022 and $12.685 billion as of December 31, 2021, a decrease of $841 million as of March 31, 2022. This decrease primarily resulted from the recognition of approximately $635 million of communication tower leases recorded as “Operating lease assets” and “Operating lease liabilities” on our Condensed Consolidated Balance Sheets. These totals could increase as we continue our 5G Network Deployment. As of March 31, 2022, our future “Other long-term obligations” were as follows:


For the Years Ending December 31,	Other Long-Term Obligations (1)
		(In thousands)
2022 (remaining nine months)	$	2,498,190
2023		1,025,629
2024		1,110,322
2025		1,185,113
2026		1,179,142
Thereafter		4,846,074
Total	$	11,844,470

(1)

Represents minimum contractual commitments related to communication tower obligations, certain 5G Network Deployment commitments, obligations under the NSA with AT&T, and satellite related and other obligations.

In certain circumstances the dates on which we are obligated to make these payments could be delayed.

We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021 and in the first quarter of 2022, of which approximately $1.650 billion is included above in “Other long-term obligations.”

In addition, on April 20, 2022, we entered into a long-term agreement with Samsung for radios, software and integration services for approximately $1.2 billion, which is not included in “Other long-term obligations” above, and is included in our expected capital expenditures for our 5G Network Deployment of approximately $10 billion, discussed above.

Agreements in Connection with the Asset Purchase Agreement

On July 1, 2020, we completed the Boost Mobile Acquisition. In connection with the closing of the Boost Mobile Acquisition, we and T-Mobile entered into the TSA, the MNSA, the Option Agreement, and the Spectrum Purchase Agreement for approximately $3.59 billion (as detailed in our Annual Report on Form 10-K for the year ended December 31, 2021).

Wireless – 5G Network Deployment

We have directly invested approximately $20 billion to acquire certain wireless spectrum licenses and made over $10 billion in non-controlling investments in certain entities, for a total of approximately $30 billion. The $30 billion of investments related to wireless spectrum licenses does not include $7 billion of capitalized interest related to the carrying value of such licenses. See Note 2 for further information on capitalized interest.

Recent Wireless Spectrum Acquisitions

3.45–3.55 GHz. Auction 110 began on October 5, 2021 and ended January 4, 2022. On January 14, 2022, the FCC announced that Weminuche was the winning bidder of 1,232 Flexible-Use Service Licenses in the 3.45–3.55 GHz band, with Weminuche’s aggregate winning bids totaling approximately $7.328 billion. During the third quarter of 2021, we paid $123 million to the FCC as a deposit for Auction 110, which is included in “Other noncurrent assets, net” and “Other current assets” on our Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, respectively. In January and February 2022, we paid the remaining balance of our winning bids of approximately $7.205 billion, which is included in “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets as of March 31, 2022. We paid this obligation from cash, restricted cash and marketable investment securities balances at that time. On May 4, 2022, the FCC issued an order granting Weminuche’s application to acquire the 3.45–3.55 GHz licenses (the “3.45–3.55 GHz Licenses”). During the second quarter of 2022, the $7.328 billion of licenses will be reclassified from “Other noncurrent assets, net” to “FCC Authorizations” on our Condensed Consolidated Balance Sheets.

Wireless Spectrum Licenses

These wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements that are summarized in the table below:


	Carrying		Build-Out Deadlines		Expiration
	Amount		Interim	Final	Date
	(In thousands)
Owned:
DBS Licenses (1)	$	677,409
700 MHz Licenses		711,871	June 14, 2022 (2)	June 14, 2023 (3)	June 2023
AWS-4 Licenses		1,940,000	June 14, 2022 (2)	June 14, 2023 (3)	June 2023
H Block Licenses		1,671,506	June 14, 2022 (2)	June 14, 2023 (4)	June 2023
600 MHz Licenses		6,212,579		June 14, 2025 (5)	June 2029
MVDDS Licenses (1)		24,000			August 2024
LMDS Licenses (1)		—			September 2028
28 GHz Licenses		2,883		October 2, 2029 (6)	October 2029
24 GHz Licenses		11,772		December 11, 2029 (6)	December 2029
37 GHz, 39 GHz and 47 GHz Licenses		202,533		June 4, 2030 (6)	June 2030
3550-3650 MHz Licenses		912,939		March 12, 2031 (6)	March 2031
3.7-3.98 GHz Licenses		2,580	July 23, 2029 (6)	July 23, 2033 (6)	July 2036
Subtotal		12,370,072
Non-controlling Investments:
Northstar		5,618,930		October 2025 (7)	October 2025 (7)
SNR		4,271,459		October 2025 (7)	October 2025 (7)
Total AWS-3 Licenses		9,890,389

Capitalized Interest (8)		6,628,006
Total as of March 31, 2022	$	28,888,467

Licenses awarded by the FCC post March 31, 2022 (9)
3.45–3.55 GHz Licenses		7,327,989
Total	$	36,216,456

(1)	The build-out deadlines for these licenses have been met.

(2)	For these licenses, we must offer 5G broadband service to at least 20% of the United States population and have developed a core network by this date.

(3)

For these licenses, we must offer 5G broadband service to 70% of the United States population by this date; provided, however, if by June 14, 2023, we are offering 5G broadband service with respect to these licenses to at least 50% of the population of the United States, the final deadline shall be further extended automatically to June 14, 2025, for us to construct and offer 5G broadband service to at least 70% of the population in each Economic Area (which is a service area established by the FCC) with respect to these licenses.

(4)

For these licenses, we must offer 5G broadband service to at least 70% of the United States population by this date; provided, however, that if by June 14, 2023, we are offering 5G broadband service with respect to these licenses to at least 50% of the population of the United States, the final deadline shall be further extended automatically to June 14, 2025, for us to construct and offer 5G broadband service to at least 75% of the population in each Economic Area with respect to these licenses.

(5)

For these licenses, we must offer 5G broadband service to at least 75% of the population in each Partial Economic Area (which are service areas established by the FCC) by this date. We have also acquired certain additional 600 MHz licenses through private transactions. These licenses are currently subject to their original FCC buildout deadlines.

(6)	There are a variety of build-out options and associated build-out metrics associated with these licenses.

(7)

For these licenses, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least 75% of the population of each license area by this date. The AWS-3 interim build-out requirement was not met and as a result, the AWS-3 expiration date and the AWS-3 final build-out requirement will be accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless do not meet the requirement.

(8)	See Note 2 for further information.

(9)

On January 14, 2022, the FCC announced that Weminuche, a wholly-owned subsidiary of DISH Network, was the winning bidder of 1,232 Flexible-Use Service Licenses in the 3.45–3.55 GHz band, with Weminuche’s aggregate winning bids totaling approximately $7.328 billion. During the third quarter of 2021, we paid $123 million to the FCC as a deposit for Auction 110, which is included in “Other noncurrent assets, net” and “Other current assets” on our Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, respectively. In January and February 2022, we paid the remaining balance of our winning bids of approximately $7.205 billion, which is included in “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets as of March 31, 2022. On May 4, 2022, the FCC issued an order granting Weminuche’s application to acquire the 3.45–3.55 GHz licenses (the “3.45–3.55 GHz Licenses”). During the second quarter of 2022, the $7.328 billion of licenses will be reclassified from “Other noncurrent assets, net” to “FCC Authorizations” on our Condensed Consolidated Balance Sheets.

Commercialization of Our Wireless Spectrum Licenses and Related Assets. We plan to commercialize our wireless spectrum licenses through our 5G Network Deployment. We have committed to deploy a facilities-based 5G broadband network capable of serving increasingly larger portions of the U.S. population at different deadlines, including 20% of the U.S. population by June 2022 and 70% by June 2023. We currently have over 60 market areas, representing approximately 260 cities with populations of at least 50,000, under construction. The volume of construction activities is beginning to shift from markets we intend to light up before June 14, 2022 (in conjunction with the 20% population coverage requirement) to market areas we intend to light up before June 14, 2023 (in conjunction with the 70% population coverage requirement). We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2022. See Note 2 for further information.

We will need to make significant additional investments or partner with others to, among other things, complete our 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 we complete our 5G Network Deployment we have and will continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure. As a result of these investments, among other factors, we plan to raise additional capital, depending on market conditions, which may not be available on favorable terms. We may also determine that additional wireless spectrum licenses may be required to complete our 5G Network Deployment and to compete with other wireless service providers. See Note 9 for further information.

We may need to raise significant additional capital in the future to fund the efforts described above, which may not be available on favorable terms. There can be no assurance that we will be able to develop and implement a business model that will realize a return on these wireless spectrum licenses or that we will be able to profitably deploy the assets represented by these wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.

DISH Network Non-Controlling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses

Non-Controlling Investments

During 2015, through our wholly-owned subsidiaries American II and American III, we initially made over $10 billion in certain non-controlling investments in Northstar Spectrum, the parent company of Northstar Wireless, and in SNR HoldCo, the parent company of SNR Wireless, respectively. Under the applicable accounting guidance in ASC 810, Northstar Spectrum and SNR HoldCo are considered variable interest entities and, based on the characteristics of the structure of these entities and in accordance with the applicable accounting guidance, we consolidate these entities into our financial statements. See Note 2 for further information.

Northstar Investment. As of 2015, through American II, we owned a non-controlling interest in Northstar Spectrum, which was comprised of 85% of the Class B Common Interests and 100% of the Class A Preferred Interests of Northstar Spectrum. Northstar Manager is the sole manager of Northstar Spectrum and owns a controlling interest in Northstar Spectrum, which was comprised of 15% of the Class B Common Interests of Northstar Spectrum. As of March 31, 2018, the total equity contributions from American II and Northstar Manager to Northstar Spectrum were approximately $7.621 billion and $133 million, respectively. As of March 31, 2018, the total loans from American II to Northstar Wireless under the Northstar Credit Agreement (as defined below) for payments to the FCC related to the Northstar Licenses (as defined below) were approximately $500 million. See below for further information.

Northstar Purchase Agreement. On December 30, 2020, through our wholly-owned subsidiary American II, we entered into a Purchase Agreement (the “Northstar Purchase Agreement”) with Northstar Manager and Northstar Spectrum, pursuant to which American II purchased 80% of Northstar Manager’s Class B Common Interests in Northstar Spectrum (the “Northstar Transaction”) for a purchase price of approximately $312 million. As a result of the Northstar Transaction, through American II, we hold 97% of the Class B Common Interests in Northstar Spectrum and Northstar Manager holds 3% of the Class B Common Interests in Northstar Spectrum. Other than the change in ownership percentage of Northstar Spectrum, the Northstar Transaction did not modify or amend in any way the existing arrangements between or among the Northstar parties. In the Northstar Purchase Agreement, Northstar Manager waived its right to exercise the Northstar Put Right under the First Northstar Put Window. Northstar Manager retains its right to exercise the Northstar Put Right during the Second Northstar Put Window. See below for further information.

SNR Investment. As of 2015, through American III, we own a non-controlling interest in SNR HoldCo, which is comprised of 85% of the Class B Common Interests and 100% of the Class A Preferred Interests of SNR HoldCo. SNR Management is the sole manager of SNR HoldCo and owns a controlling interest in SNR HoldCo, which is comprised of 15% of the Class B Common Interests of SNR HoldCo. As of March 31, 2018, the total equity contributions from American III and SNR Management to SNR HoldCo were approximately $5.590 billion and $93 million, respectively. As of March 31, 2018, the total loans from American III to SNR Wireless under the SNR Credit Agreement (as defined below) for payments to the FCC related to the SNR Licenses (as defined below) were approximately $500 million. See below for further information.

AWS-3 Auction

Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of 25% as designated entities under applicable FCC rules. Northstar Wireless was the winning bidder for AWS-3 Licenses with gross winning bid amounts totaling approximately $7.845 billion, which after taking into account a 25% bidding credit, was approximately $5.884 billion. SNR Wireless was the winning bidder for AWS-3 Licenses with gross winning bid amounts totaling approximately $5.482 billion, which after taking into account a 25% bidding credit, was approximately $4.112 billion. In addition to the net winning bids, SNR Wireless made a bid withdrawal payment of approximately $8 million.

FCC Order and October 2015 Arrangements. On August 18, 2015, the FCC released a Memorandum Opinion and Order, FCC 15-104 (the “Order”) in which the FCC determined, among other things, that DISH Network has a controlling interest in, and is an affiliate of, Northstar Wireless and SNR Wireless, and therefore DISH Network’s revenues should be attributed to them, which in turn makes Northstar Wireless and SNR Wireless ineligible to receive the 25% bidding credits (approximately $1.961 billion for Northstar Wireless and $1.370 billion for SNR Wireless). On November 23, 2020, the FCC released a Memorandum Opinion and Order on Remand, FCC 20-160, that found that Northstar Wireless and SNR Wireless are not eligible for bidding credits based on the FCC’s determination that they remain under DISH Network’s de facto control. Northstar Wireless and SNR Wireless have appealed the FCC’s order to the D.C. Circuit Court of Appeals.

Letters Exchanged between Northstar Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between Northstar Wireless and the Wireless Telecommunications Bureau of the FCC (the “FCC Wireless Bureau”), Northstar Wireless paid the gross winning bid amounts for 261 AWS-3 Licenses (the “Northstar Licenses”) totaling approximately $5.619 billion through the application of funds already on deposit with the FCC. Northstar Wireless also notified the FCC that it would not be paying the gross winning bid amounts for 84 AWS-3 Licenses totaling approximately $2.226 billion. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses and Northstar Wireless owed the FCC an additional interim payment of approximately $334 million (the “Northstar Interim Payment”), which is equal to 15% of $2.226 billion. The Northstar Interim Payment was recorded as an expense during the fourth quarter of 2015. Northstar Wireless immediately satisfied the Northstar Interim Payment through the application of funds already on deposit with the FCC and an additional loan from American II of approximately $69 million. As a result, the FCC will not deem Northstar Wireless to be a “current defaulter” under applicable FCC rules.

In addition, the FCC Wireless Bureau acknowledged that Northstar Wireless’ nonpayment of those gross winning bid amounts does not constitute action involving gross misconduct, misrepresentation or bad faith. Therefore, the FCC concluded that such nonpayment will not affect the eligibility of Northstar Wireless, its investors (including DISH Network) or their respective affiliates to participate in future spectrum auctions (including Auction 1000 and any re-auction of the AWS-3 licenses retained by the FCC). At this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction of those AWS-3 licenses.

If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of Northstar Wireless, no additional amounts will be owed to the FCC. However, if those winning bids are less than the winning bids of Northstar Wireless, then Northstar Wireless will be responsible for the difference less any overpayment of the Northstar Interim Payment (which will be recalculated as 15% of the winning bids from re-auction or other award) (the “Northstar Re-Auction Payment”). For example, if the winning bids in a re-auction are $1, the Northstar Re-Auction Payment would be approximately $1.892 billion, which is calculated as the difference between $2.226 billion (the Northstar winning bid amounts) and $1 (the winning bids from re-auction) less the resulting $334 million overpayment of the Northstar Interim Payment. As discussed above, at this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any Northstar Re-Auction Payment.

DISH Network Guaranty in Favor of the FCC for Certain Northstar Wireless Obligations. On October 1, 2015, DISH Network entered into a guaranty in favor of the FCC (the “FCC Northstar Guaranty”) with respect to the Northstar Interim Payment (which was satisfied on October 1, 2015) and any Northstar Re-Auction Payment. The FCC Northstar Guaranty provides, among other things, that during the period between the due date for the payments guaranteed under the FCC Northstar Guaranty and the date such guaranteed payments are paid: (i) Northstar Wireless’ payment obligations to American II under the Northstar Credit Agreement will be subordinated to such guaranteed payments; and (ii) DISH Network or American II will withhold exercising certain rights as a creditor of Northstar Wireless.

Letters Exchanged between SNR Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between SNR Wireless and the FCC Wireless Bureau, SNR Wireless paid the gross winning bid amounts for 244 AWS-3 Licenses (the “SNR Licenses”) totaling approximately $4.271 billion through the application of funds already on deposit with the FCC and a portion of an additional loan from American III in an aggregate amount of approximately $344 million (which included an additional bid withdrawal payment of approximately $3 million). SNR Wireless also notified the FCC that it would not be paying the gross winning bid amounts for 113 AWS-3 Licenses totaling approximately $1.211 billion. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses and SNR Wireless owed the FCC an additional interim payment of approximately $182 million (the “SNR Interim Payment”), which is equal to 15% of $1.211 billion. The SNR Interim Payment was recorded as an expense during the fourth quarter of 2015. SNR Wireless immediately satisfied the SNR Interim Payment through a portion of an additional loan from American III in an aggregate amount of approximately $344 million. As a result, the FCC will not deem SNR Wireless to be a “current defaulter” under applicable FCC rules.

In addition, the FCC Wireless Bureau acknowledged that SNR Wireless’ nonpayment of those gross winning bid amounts does not constitute action involving gross misconduct, misrepresentation or bad faith. Therefore, the FCC concluded that such nonpayment will not affect the eligibility of SNR Wireless, its investors (including DISH Network) or their respective affiliates to participate in future spectrum auctions (including Auction 1000 and any re-auction of the AWS-3 licenses retained by the FCC). At this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction of those AWS-3 licenses.

If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of SNR Wireless, no additional amounts will be owed to the FCC. However, if those winning bids are less than the winning bids of SNR Wireless, then SNR Wireless will be responsible for the difference less any overpayment of the SNR Interim Payment (which will be recalculated as 15% of the winning bids from re-auction or other award) (the “SNR Re-Auction Payment”). For example, if the winning bids in a re-auction are $1, the SNR Re-Auction Payment would be approximately $1.029 billion, which is calculated as the difference between $1.211 billion (the SNR winning bid amounts) and $1 (the winning bids from re-auction) less the resulting $182 million overpayment of the SNR Interim Payment. As discussed above, at this time, DISH Network (through itself, a subsidiary or another entity in which it may hold a direct or indirect interest) expects to participate in any re-auction. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any SNR Re-Auction Payment.

DISH Network Guaranty in Favor of the FCC for Certain SNR Wireless Obligations. On October 1, 2015, DISH Network entered into a guaranty in favor of the FCC (the “FCC SNR Guaranty”) with respect to the SNR Interim Payment (which was satisfied on October 1, 2015) and any SNR Re-Auction Payment. The FCC SNR Guaranty provides, among other things, that during the period between the due date for the payments guaranteed under the FCC SNR Guaranty and the date such guaranteed payments are paid: (i) SNR Wireless’ payment obligations to American III under the SNR Credit Agreement will be subordinated to such guaranteed payments; and (ii) DISH Network or American III will withhold exercising certain rights as a creditor of SNR Wireless.

FCC Licenses. On October 27, 2015, the FCC granted the Northstar Licenses to Northstar Wireless and the SNR Licenses to SNR Wireless, respectively, which are recorded in “FCC authorizations” on our Condensed Consolidated Balance Sheets. The AWS-3 Licenses are subject to certain interim and final build-out requirements. By October 2021, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least 40% of the population in each area covered by an individual AWS-3 License (the “AWS-3 Interim Build-Out Requirement”). By October 2027, Northstar Wireless and SNR Wireless must provide reliable signal coverage and offer service to at least 75% of the population in each area covered by an individual AWS-3 License (the “AWS-3 Final Build-Out Requirement”). The AWS-3 Interim Build-Out Requirement was not met and as a result, the AWS-3 License term and the AWS-3 Final Build-Out Requirement will be accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless do not meet the requirement.

If the AWS-3 Final Build-Out Requirement is not met, the authorization for each AWS-3 License area in which Northstar Wireless and SNR Wireless do not meet the requirement may terminate. These wireless spectrum licenses expire in October 2027 unless they are renewed by the FCC. There can be no assurances that the FCC will renew these wireless spectrum licenses.

Qui Tam. On September 23, 2016, the United States District Court for the District of Columbia unsealed a qui tam complaint that was filed by Vermont National Telephone Company (“Vermont National”) against us; our wholly-owned subsidiaries, American AWS-3 Wireless I L.L.C., American II, American III, and DISH Wireless Holding L.L.C.; Charles W. Ergen (our Chairman) and Cantey M. Ergen (a member of our board of directors); Northstar Wireless; Northstar Spectrum; Northstar Manager; SNR Wireless; SNR HoldCo; SNR Management; and certain other parties. See “Contingencies – Litigation – Vermont National Telephone Company” for further information.

D.C. Circuit Court Opinion. On August 29, 2017, the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) in SNR Wireless LicenseCo, LLC, et al. v. Federal Communications Commission, 868 F.3d 1021 (D.C. Cir. 2017) (the “Appellate Decision”) affirmed the Order in part, and remanded the matter to the FCC to give Northstar Wireless and SNR Wireless an opportunity to seek to negotiate a cure of the issues identified by the FCC in the Order (a “Cure”). On January 26, 2018, SNR Wireless and Northstar Wireless filed a petition for a writ of certiorari, asking the United States Supreme Court to hear an appeal from the Appellate Decision, which the United States Supreme Court denied on June 25, 2018.

Order on Remand. On January 24, 2018, the FCC released an Order on Remand, DA 18-70 (the “Order on Remand”) purporting to establish a procedure to afford Northstar Wireless and SNR Wireless the opportunity to implement a Cure pursuant to the Appellate Decision. On June 8, 2018, Northstar Wireless and SNR Wireless each filed amended agreements to demonstrate that, in light of such changes, each of Northstar Wireless and SNR Wireless qualified for the very small business bidding credit that it sought in the AWS-3 Auction. Northstar Wireless and SNR Wireless filed a Joint Application for Review of the Order on Remand requesting, among other things, an iterative negotiation process with the FCC regarding a Cure, which was denied on July 12, 2018. The pleading cycle established in the Order on Remand concluded in October 2018. On November 23, 2020, the FCC issued a Memorandum Opinion and Order that concluded, among other things, that DISH Network retained de facto control over Northstar Wireless and SNR Wireless and denied the very small business bidding credit sought by Northstar Wireless and SNR Wireless, even though the parties had eliminated or significantly modified every provision previously deemed to have been disqualifying by the FCC. Northstar Wireless and SNR Wireless timely filed an appeal of the FCC’s 2020 decision, which remains pending at the United States Court of Appeals for the District of Columbia Circuit. We cannot predict with any degree of certainty the outcome of the appeal.

Northstar Operative Agreements

Northstar LLC Agreement. Northstar Spectrum is governed by a limited liability company agreement by and between American II and Northstar Manager (the “Northstar Spectrum LLC Agreement”). Pursuant to the Northstar Spectrum LLC Agreement, American II and Northstar Manager made pro-rata equity contributions in Northstar Spectrum.

On March 31, 2018, American II, Northstar Spectrum, and Northstar Manager amended and restated the Northstar Spectrum LLC Agreement, to, among other things: (i) exchange $6.870 billion of the amounts outstanding and owed by Northstar Wireless to American II pursuant to the Northstar Credit Agreement (as defined below) for 6,870,493 Class A Preferred Interests in Northstar Spectrum (the “Northstar Preferred Interests”); (ii) replace the existing investor protection provisions with the investor protections described by the FCC in Baker Creek Communications, LLC, Memorandum Opinion and Order, 13 FCC Rcd 18709, 18715 (1998); (iii) delete the obligation of Northstar Manager to consult with American II regarding budgets and business plans; and (iv) remove the requirement that Northstar Spectrum’s systems be interoperable with ours. The Northstar Preferred Interests: (a) are non-voting; (b) have a 12 percent mandatory quarterly distribution, which can be paid in cash or additional face amount of Northstar Preferred Interests at the sole discretion of Northstar Manager; and (c) have a liquidation preference equal to the then-current face amount of the Northstar Preferred Interests plus accrued and unpaid mandatory quarterly distributions in the event of certain liquidation events or deemed liquidation events (e.g., a merger or dissolution of Northstar Spectrum, or a sale of substantially all of Northstar Spectrum’s assets). As a result of the exchange noted in (i) above, a principal amount of $500 million of debt remains under the Northstar Credit Agreement, as described below.

On June 7, 2018, American II, Northstar Spectrum, and Northstar Manager amended and restated the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2018, by and among American II, Northstar Spectrum, and Northstar Manager, to, among other things: (i) reduce the mandatory quarterly distribution for the Northstar Preferred Interests from 12 percent to eight percent from and after June 7, 2018; (ii) increase the window for Northstar Manager to “put” its interest in Northstar Spectrum to Northstar Spectrum after October 27, 2020 from 30 days to 90 days; (iii) provide an additional 90-day window for Northstar Manager to put its interest in Northstar Spectrum to Northstar Spectrum commencing on October 27, 2021; (iv) provide a right for Northstar Manager to require an appraisal of the fair market value of its interest in Northstar Spectrum at any time from October 27, 2022 through October 27, 2024, coupled with American II having the right to accept the offer to sell from Northstar Manager; (v) allow Northstar Manager to sell its interest in Northstar Spectrum without American II’s consent any time after October 27, 2020 (previously October 27, 2025); (vi) allow Northstar Spectrum to conduct an initial public offering without American II’s consent any time after October 27, 2022 (previously October 27, 2029); (vii) remove American II’s rights of first refusal with respect to Northstar Manager’s sale of its interest in Northstar Spectrum or Northstar Spectrum’s sale of any AWS-3 Licenses; and (viii) remove American II’s tag along rights with respect to Northstar Manager’s sale of its interest in Northstar Spectrum. Northstar Manager had the right to put its interest in Northstar Spectrum to Northstar Spectrum for a 90-day period beginning October 27, 2020, which Northstar Manager waived in connection with the Northstar Purchase Agreement.

On January 24, 2022, American II, Northstar Spectrum, and Northstar Manager amended and restated the Third Amended and Restated Limited Liability Company Agreement, dated June 7, 2018, by and among American II, Northstar Spectrum, and Northstar Manager, to, among other things: (i) increase the second window for Northstar Manager to “put” its interest in Northstar Spectrum to Northstar Spectrum after October 27, 2021 from 90 days to 270 days. The Second Northstar Put Window is currently open and expires on July 24, 2022. The value of the Northstar Put Right has accrued to approximately $88 million as of March 31, 2022.

Northstar Wireless Credit Agreement. On October 1, 2015, American II, Northstar Wireless and Northstar Spectrum amended the First Amended and Restated Credit Agreement dated October 13, 2014, by and among American II, as Lender, Northstar Wireless, as Borrower, and Northstar Spectrum, as Guarantor (as amended, the “Northstar Credit Agreement”), to provide, among other things, that: (i) the Northstar Interim Payment and any Northstar Re-Auction Payment will be made by American II directly to the FCC and will be deemed as loans under the Northstar Credit Agreement; (ii) the FCC is a third-party beneficiary with respect to American II’s obligation to pay the Northstar Interim Payment and any Northstar Re-Auction Payment; (iii) in the event that the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are less than the winning bids of Northstar Wireless, the purchaser, assignee or transferee of any AWS-3 Licenses from Northstar Wireless is obligated to pay its pro-rata share of the difference (and Northstar Wireless remains jointly and severally liable for such pro-rata share); and (iv) during the period between the due date for the payments guaranteed under the FCC Northstar Guaranty (as discussed below) and the date such guaranteed payments are paid, Northstar Wireless’ payment obligations to American II under the Northstar Credit Agreement will be subordinated to such guaranteed payments.

On March 31, 2018, American II, Northstar Wireless, and Northstar Spectrum amended and restated the Northstar Credit Agreement, to, among other things: (i) lower the interest rate on the remaining $500 million principal balance under the Northstar Credit Agreement from 12 percent per annum to six percent per annum; (ii) eliminate the higher interest rate that would apply in the case of an event of default; and (iii) modify and/or remove certain obligations of Northstar Wireless to prepay the outstanding loan amounts.

On June 7, 2018, American II, Northstar Wireless, and Northstar Spectrum amended and restated the Northstar Credit Agreement to, among other things: (i) extend the maturity date on the remaining loan balance from seven years to ten years; and (ii) remove the obligation of Northstar Wireless to obtain American II’s consent for unsecured financing and equipment financing in excess of $25 million.

SNR Operative Agreements

SNR LLC Agreement. SNR HoldCo is governed by a limited liability company agreement by and between American III and SNR Management (the “SNR HoldCo LLC Agreement”). Pursuant to the SNR HoldCo LLC Agreement, American III and SNR Management made pro-rata equity contributions in SNR HoldCo.

On March 31, 2018, American III, SNR Holdco, SNR Wireless Management, and John Muleta amended and restated the SNR HoldCo LLC Agreement, to, among other things: (i) exchange $5.065 billion of the amounts outstanding and owed by SNR Wireless to American III pursuant to the SNR Credit Agreement (as defined below) for 5,065,415 Class A Preferred Interests in SNR Holdco (the “SNR Preferred Interests”); (ii) replace the existing investor protection provisions with the investor protections described by the FCC in Baker Creek Communications, LLC, Memorandum Opinion and Order, 13 FCC Rcd 18709, 18715 (1998); (iii) delete the obligation of SNR Management to consult with American III regarding budgets and business plans; and (iv) remove the requirement that SNR Management’s systems be interoperable with ours. The SNR Preferred Interests: (a) are non-voting; (b) have a 12 percent mandatory quarterly distribution, which can be paid in cash or additional face amount of SNR Preferred Interests at the sole discretion of SNR Management; and (c) have a liquidation preference equal to the then-current face amount of the SNR Preferred Interests plus accrued and unpaid mandatory quarterly distributions in the event of certain liquidation events or deemed liquidation events (e.g., a merger or dissolution of SNR Holdco, or a sale of substantially all of SNR Holdco’s assets). As a result of the exchange noted in (i) above, a principal amount of $500 million of debt remains under the SNR Credit Agreement, as described below.

On June 7, 2018, American III, SNR Holdco, SNR Management, and John Muleta amended and restated the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2018, by and among American III, SNR Holdco, SNR Management and John Muleta, to, among other things: (i) reduce the mandatory quarterly distribution for the SNR Preferred Interests from 12 percent to eight percent from and after June 7, 2018; (ii) increase the window for SNR Management to “put” its interest in SNR Holdco to SNR Holdco after October 27, 2020 from 30 days to 90 days; (iii) provide an additional 90-day window for SNR Management to put its interest in SNR Holdco to SNR Holdco commencing on October 27, 2021; (iv) provide a right for SNR Management to require an appraisal of the fair market value of its interest in SNR Holdco at any time from October 27, 2022 through October 27, 2024, coupled with American III having the right to accept the offer to sell from SNR Management; (v) allow SNR Management to sell its interest in SNR Holdco without American III’s consent any time after October 27, 2020 (previously October 27, 2025); (vi) allow SNR Holdco to conduct an initial public offering without American III’s consent any time after October 27, 2022 (previously October 27, 2029); (vii) remove American III’s rights of first refusal with respect to SNR Management’s sale of its interest in SNR Holdco or SNR Holdco’s sale of any AWS-3 Licenses; and (viii) remove American III’s tag along rights with respect to SNR Management’s sale of its interest in SNR Holdco. SNR Management had the right to put its interest in SNR Holdco to SNR Holdco for a 90-day period from October 27, 2020. The First SNR Put Window closed in the first quarter of 2021, was not exercised and expired in January 2021.

On November 15, 2021, we, through our wholly-owned subsidiary American III received notice that SNR Management excercised the SNR Put Right effective as of November 15, 2021. The value of the SNR Put Right has accrued to approximately $323 million as of March 31, 2022. The consummation of the sale is subject to approval by the FCC. We expect to fund this obligation from cash and marketable investment securities balances at that time.

SNR Credit Agreement. On October 1, 2015, American III, SNR Wireless and SNR HoldCo amended the First Amended and Restated Credit Agreement dated October 13, 2014, by and among American III, as Lender, SNR Wireless, as Borrower, and SNR HoldCo, as Guarantor (as amended, the “SNR Credit Agreement”), to provide, among other things, that: (i) the SNR Interim Payment and any SNR Re-Auction Payment will be made by American III directly to the FCC and will be deemed as loans under the SNR Credit Agreement; (ii) the FCC is a third-party beneficiary with respect to American III’s obligation to pay the SNR Interim Payment and any SNR Re-Auction Payment; (iii) in the event that the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are less than the winning bids of SNR Wireless, the purchaser, assignee or transferee of any AWS-3 Licenses from SNR Wireless is obligated to pay its pro-rata share of the difference (and SNR Wireless remains jointly and severally liable for such pro-rata share); and (iv) during the period between the due date for the payments guaranteed under the FCC SNR Guaranty (as discussed below) and the date such guaranteed payments are paid, SNR Wireless’ payment obligations to American III under the SNR Credit Agreement will be subordinated to such guaranteed payments.

On March 31, 2018, American III, SNR Wireless, and SNR Holdco amended and restated the SNR Credit Agreement, to, among other things: (i) lower the interest rate on the remaining $500 million principal balance under the SNR Credit Agreement from 12 percent per annum to six percent per annum; (ii) eliminate the higher interest rate that would apply in the case of an event of default; and (iii) modify and/or remove certain obligations of SNR Wireless to prepay the outstanding loan amounts.

On June 7, 2018, American III, SNR Wireless, and SNR Holdco amended and restated the SNR Credit Agreement to, among other things: (i) extend the maturity date on the remaining loan balance from seven years to ten years; and (ii) remove the obligation of SNR Wireless to obtain American III’s consent for unsecured financing and equipment financing in excess of $25 million.

As of March 31, 2022 and December 31, 2021, the aggregate value of Northstar Manager’s ownership interest in Northstar Spectrum and SNR Management’s ownership interest in SNR HoldCo was $411 million and $395 million, respectively, recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets.

The Northstar Entities and/or the SNR Entities may need to raise significant additional capital in the future, which may be obtained from third party sources or from us, so that the Northstar Entities and the SNR Entities may commercialize, build-out and integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3 Licenses, and make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature and scope of such commercialization, build-out and integration efforts, regulatory compliance, and potential Northstar Re-Auction Payment and SNR Re-Auction Payment, any loans, equity contributions or partnerships could vary significantly. There can be no assurance that we will be able to obtain a profitable return on our non-controlling investments in the Northstar Entities and the SNR Entities.

Contingencies

Separation Agreement

On January 1, 2008, we completed the distribution of our technology and set-top box business and certain infrastructure assets (the “Spin-off”) into a separate publicly-traded company, EchoStar. In connection with the Spin-off, we entered into a separation agreement with EchoStar that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, EchoStar has assumed certain liabilities that relate to its business, including certain designated liabilities for acts or omissions that occurred prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, EchoStar will only be liable for its acts or omissions following the Spin-off and we will indemnify EchoStar for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off, as well as our acts or omissions following the Spin-off.

On February 28, 2017, we and EchoStar and certain of our respective subsidiaries completed the transactions contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”) that was previously entered into on January 31, 2017 (the “Share Exchange”), pursuant to which certain assets that were transferred to EchoStar in the Spin-off were transferred back to us. On September 10, 2019, we and EchoStar and certain of our respective subsidiaries completed the transactions contemplated by the Master Transaction Agreement (the “Master Transaction Agreement”) that was previously entered into on May 19, 2019, pursuant to which certain assets that were transferred to EchoStar in the Spin-off were transferred back to us. The Share Exchange Agreement and the Master Transaction Agreement contain additional indemnification provisions between us and EchoStar for certain liabilities and legal proceedings.

Litigation

We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made.

For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

ClearPlay, Inc.

On March 13, 2014, ClearPlay, Inc. (“ClearPlay”) filed a complaint against us, our wholly-owned subsidiary DISH Network L.L.C., EchoStar, and its then wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Utah. The complaint alleges willful infringement of United States Patent Nos. 6,898,799 (the “799 patent”), entitled “Multimedia Content Navigation and Playback”; 7,526,784 (the “784 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,543,318 (the “318 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,577,970 (the “970 patent”), entitled “Multimedia Content Navigation and Playback”; and 8,117,282 (the “282 patent”), entitled “Media Player Configured to Receive Playback Filters From Alternative Storage Mediums.” ClearPlay alleges that the AutoHop™ feature of our Hopper® set-top box infringes the asserted patents. On February 11, 2015, the case was stayed pending various third-party challenges before the United States Patent and Trademark Office regarding the validity of certain of the patents asserted in the action.

In those third-party challenges, the United States Patent and Trademark Office found that all claims of the 282 patent are unpatentable, and that certain claims of the 784 patent and 318 patent are unpatentable. ClearPlay appealed as to the 784 patent and the 318 patent, and on August 23, 2016, the United States Court of Appeals for the Federal Circuit affirmed the findings of the United States Patent and Trademark Office. On October 31, 2016, the stay was lifted.

On October 16, October 21, November 2, 2020 and November 9, 2020, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of the asserted claims of, respectively, the 784 patent, the 799 patent, the 318 patent and the 970 patent; and on November 2, November 20, December 14 and December 15, 2020, the United States Patent and Trademark Office granted each request for reexamination. On May 7, 2021, May 25, 2021, June 25, 2021 and July 7, 2021, the United States Patent and Trademark Office issued Ex Parte Reexamination Certificates confirming the patentability of the challenged claims of, respectively, the 799 patent, the 784 patent, the 318 patent and the 970 patent.

In October and November 2021, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of certain asserted claims of the 784 patent, the 799 patent and the 970 patent. In November and December, 2021, the United States Patent and Trademark Office granted review of the challenged claims of the 799 patent and the 970 patent, but denied review of the challenged claims of the 784 patent. In December 2021, DISH Network L.L.C. petitioned for review of the denial as to the 784 patent. Trial has been scheduled for February 27, 2023. ClearPlay’s damages expert contends that ClearPlay is entitled to $543 million in damages.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Contemporary Display LLC

On June 4, 2018, Contemporary Display LLC (“Contemporary”) filed a complaint against us and DISH Network L.L.C. in the United States District Court for the Western District of Texas. The complaint alleges infringement of United States Patent No. 6,028,643 (the “643 patent”), entitled “Multiple-Screen Video Adapter with Television Tuner”; United States Patent No. 6,429,903 (the “903 patent”), entitled “Video Adapter for Supporting at Least One Television Monitor”; United States Patent No. 6,492,997 (the “997 patent”), entitled “Method and System for Providing Selectable Programming in a Multi-Screen Mode”; United States Patent No. 7,500,202 (the “202 patent”), entitled “Remote Control for Navigating Through Content in an Organized and Categorized Fashion”; and United States Patent No. 7,809,842 (the “842 patent”), entitled “Transferring Sessions Between Devices.” The 643 patent and the 903 patent are directed to video adapters for use with multiple displays. The 997 patent is directed to a system for presenting multiple video programs on a display device simultaneously. The 202 patent is directed to a remote control for interacting with a set-top box having programmable features and “operational controls” on at least three sides of the remote control. The 842 patent is directed to a system for managing online communication sessions between multiple devices. Contemporary is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

In a First Amended Complaint filed on August 6, 2018, Contemporary added our wholly-owned subsidiary DISH Network L.L.C. as a defendant. In a Second Amended Complaint filed on October 9, 2018, Contemporary named only our wholly-owned subsidiary DISH Network L.L.C. as a defendant and dropped certain indirect infringement allegations. On June 10, 2019, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the asserted claims of the 842 patent, the 903 patent, the 643 patent and the 997 patent. On December 13, 2019 and January 7, 2020, the United States Patent and Trademark Office agreed to institute proceedings on each of our petitions. Following Contemporary’s decision not to file Patent Owner Responses to DISH Network L.L.C.’s petitions on the 842 patent and the 903 patent, on April 24, 2020, the United States Patent and Trademark Office entered judgments granting those petitions and canceling the challenged claims of those patents. On November 25, 2020 and December 18, 2020, respectively, the United States Patent and Trademark Office issued final written decisions invalidating all challenged claims of, respectively, the 643 patent and the 997 patent. On January 31, 2020, pursuant to the parties’ joint motion, the Court dismissed all claims arising from the 202 patent.

On February 12, 2021, Contemporary Display noticed an appeal to the United States Court of Appeals for the Federal Circuit challenging the final written decision as to the 997 patent, and the Court of Appeals heard oral argument on April 7, 2022 and summarily affirmed our victory on April 11, 2022. On April 21, 2022, Contemporary Display stipulated to the dismissal with prejudice of its case. This matter is now concluded.

Customedia Technologies, L.L.C.

On February 10, 2016, Customedia Technologies, L.L.C. (“Customedia”) filed a complaint against us and our wholly-owned subsidiary DISH Network L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of four patents: United States Patent No. 8,719,090 (the “090 patent”); United States Patent No. 9,053,494 (the “494 patent”); United States Patent No. 7,840,437 (the “437 patent”); and United States Patent No. 8,955,029 (the “029 patent”). Each patent is entitled “System for Data Management And On-Demand Rental And Purchase Of Digital Data Products.” Customedia alleges infringement in connection with our addressable advertising services, our DISH Anywhere feature, and our Pay-Per-View and video-on-demand offerings. Customedia is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

In December 2016 and January 2017, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the asserted claims of each of the asserted patents. On June 12, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petitions challenging the 090 patent and the 437 patent; on July 18, 2017, it agreed to institute proceedings on our petitions challenging the 029 patent; and on July 28, 2017, it agreed to institute proceedings on our petitions challenging the 494 patent. These instituted proceedings cover all asserted claims of each of the asserted patents.

Pursuant to an agreement between the parties, on December 20, 2017, DISH Network L.L.C. dismissed its petitions challenging the 029 patent in the United States Patent and Trademark Office, and on January 9, 2018, the parties dismissed their claims, counterclaims and defenses as to that patent in the litigation. On March 5, 2018, the United States Patent and Trademark Office conducted a trial on the remaining petitions. On June 11, 2018, the United States Patent and Trademark Office issued final written decisions on DISH Network L.L.C.’s petitions challenging the 090 patent and it invalidated all of the asserted claims. On July 25, 2018, the United States Patent and Trademark Office issued final written decisions on DISH Network L.L.C.’s petitions challenging the 437 patent and the 494 patent and it invalidated all of the asserted claims. Customedia appealed its losses. The Court of Appeals for the Federal Circuit heard oral argument on November 6, 2019 on the appeal involving the 437 patent, and summarily affirmed the patent’s invalidity on November 8, 2019. On January 7, 2020, Customedia petitioned the Court of Appeals for rehearing or rehearing en banc, raising issues about the constitutionality of the appointment of the administrative patent judges that heard the petition before the United States Patent and Trademark Office, but the Court of Appeals denied rehearing on March 5, 2020. On July 31, 2020, Customedia filed a petition with the United States Supreme Court asking it to hear a further appeal, but its petition was denied on October 13, 2020. On November 6, 2020, it filed a petition for rehearing on the United States Supreme Court’s decision not to hear a further appeal, but on November 17, 2020, the Supreme Court rejected that petition.

The Court of Appeals heard oral argument on the appeal involving the 090 patent and the 494 patent on December 3, 2019, and affirmed those patents’ invalidity on March 6, 2020. On May 5, 2020, Customedia filed petitions in the Federal Circuit for rehearing and rehearing en banc, but those petitions were denied on June 9, 2020. On November 6, 2020, Customedia served a petition to the United States Supreme Court asking it to hear a further appeal.

On June 16, 2021, the United States Patent and Trademark Office issued a certificate cancelling the challenged claims of the 437 patent and, on July 9, 2021, it issued certificates cancelling the challenged claims of the 090 and 494 patents. Customedia has petitioned the United States Patent and Trademark Office to withdraw its cancellation certificates. On November 22, 2021, the United States Patent and Trademark Office denied Customedia’s petition as to the 437 patent. The litigation in the District Court has been stayed since August 8, 2017 pending resolution of the proceedings at the United States Patent and Trademark Office.

Entropic Communications, LLC

On March 9, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint against us and our wholly-owned subsidiaries DISH Network L.L.C. and Dish Network Service L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 7,130,576 (the “576 patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; U.S. Patent No. 7,542,715 (the “715 Patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; and U.S. Patent No. 8,792,008 (the “008 Patent”), entitled “Method and Apparatus for Spectrum Monitoring.” On March 30, 2022, Entropic filed an amended complaint alleging infringement of the same patents. Generally, the plaintiff accuses satellite antennas, low-noise block converters, signal selector and combiners, and set-top boxes and the manner in which they process signals for satellite television customers of infringing the asserted patents.

Gravel Rating Systems LLC

On April 23, 2021, Gravel Rating Systems LLC (“Gravel Rating Systems”) filed a complaint in the United States District Court for the Eastern District of Texas against our wholly-owned subsidiary DISH Wireless L.L.C. The complaint alleges infringement of U.S. Patent No. 7,590,636 (the “636 patent”), entitled “Knowledge Filter.” The complaint accuses the Boost Mobile website of infringing the 636 patent in connection with the way in which it collects and stores user comments and ratings. Gravel Rating Systems has brought similar complaints against, among others, T-Mobile, Costco, Lowe’s, Kohl’s and Target.

Jones 401(k) Litigation

On December 20, 2021, four former employees filed a class action complaint in federal court in Denver against us, our Board of Directors, and our Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and that it maintained underperforming funds.

We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

Realtime Data LLC and Realtime Adaptive Streaming LLC

On June 6, 2017, Realtime Data LLC d/b/a IXO (“Realtime”) filed an amended complaint in the United States District Court for the Eastern District of Texas (the “Original Texas Action”) against us; our wholly-owned subsidiaries DISH Network L.L.C., DISH Technologies L.L.C. (then known as EchoStar Technologies L.L.C.), Sling TV L.L.C. and Sling Media L.L.C.; EchoStar, and EchoStar’s wholly-owned subsidiary Hughes Network Systems, L.L.C. (“HNS”); and Arris Group, Inc. Realtime’s initial complaint in the Original Texas Action, filed on February 14, 2017, had named only EchoStar and HNS as defendants.

The amended complaint in the Original Texas Action alleges infringement of United States Patent No. 8,717,204 (the “204 patent”), entitled “Methods for encoding and decoding data”; United States Patent No. 9,054,728 (the “728 patent”), entitled “Data compression systems and methods”; United States Patent No. 7,358,867 (the “867 patent”), entitled “Content independent data compression method and system”; United States Patent No. 8,502,707 (the “707 patent”), entitled “Data compression systems and methods”; United States Patent No. 8,275,897 (the “897 patent”), entitled “System and methods for accelerated data storage and retrieval”; United States Patent No. 8,867,610 (the “610 patent”), entitled “System and methods for video and audio data distribution”; United States Patent No. 8,934,535 (the “535 patent”), entitled “Systems and methods for video and audio data storage and distribution”; and United States Patent No. 8,553,759 (the “759 patent”), entitled “Bandwidth sensitive data compression and decompression.” Realtime alleges that our, Sling TV L.L.C., Sling Media L.L.C. and Arris Group, Inc. streaming video products and services compliant with various versions of the H.264 video compression standard infringe the 897 patent, the 610 patent and the 535 patent, and that the data compression system in Hughes’ products and services infringe the 204 patent, the 728 patent, the 867 patent, the 707 patent and the 759 patent.

On July 19, 2017, the Court severed Realtime’s claims against us, DISH Network L.L.C., Sling TV L.L.C., Sling Media L.L.C. and Arris Group, Inc. (alleging infringement of the 897 patent, the 610 patent and the 535 patent) from the Original Texas Action into a separate action in the United States District Court for the Eastern District of Texas (the “Second Texas Action”). On August 31, 2017, Realtime dismissed the claims against us, Sling TV L.L.C., Sling Media Inc., and Sling Media L.L.C. from the Second Texas Action and refiled these claims (alleging infringement of the 897 patent, the 610 patent and the 535 patent) against Sling TV L.L.C., Sling Media Inc., and Sling Media L.L.C. in a new action in the United States District Court for the District of Colorado (the “Colorado Action”). Also on August 31, 2017, Realtime dismissed DISH Technologies L.L.C. from the Original Texas Action, and on September 12, 2017, added it as a defendant in an amended complaint in the Second Texas Action. On November 6, 2017, Realtime filed a joint motion to dismiss the Second Texas Action without prejudice, which the Court entered on November 8, 2017.

On October 10, 2017, Realtime Adaptive Streaming LLC (“Realtime Adaptive Streaming”) filed suit against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C., as well as Arris Group, Inc., in a new action in the United States District Court for the Eastern District of Texas (the “Third Texas Action”), alleging infringement of the 610 patent and the 535 patent. Also on October 10, 2017, an amended complaint was filed in the Colorado Action, substituting Realtime Adaptive Streaming as the plaintiff instead of Realtime, and alleging infringement of only the 610 patent and the 535 patent, but not the 897 patent. On November 6, 2017, Realtime Adaptive Streaming filed a joint motion to dismiss the Third Texas Action without prejudice, which the court entered on November 8, 2017. Also on November 6, 2017, Realtime Adaptive Streaming filed a second amended complaint in the Colorado Action, adding our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C., as well as Arris Group, Inc., as defendants.

As a result, neither we nor any of our subsidiaries is a defendant in the Original Texas Action; the Court has dismissed without prejudice the Second Texas Action and the Third Texas Action; and our wholly-owned subsidiaries DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. as well as Arris Group, Inc., are defendants in the Colorado Action, which now has Realtime Adaptive Streaming as the named plaintiff.

On July 3, 2018, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of each of the asserted patents. On January 31, 2019, the United States Patent and Trademark Office agreed to institute proceedings on our petitions, and it held trial on the petitions on December 5, 2019. On January 17, 2020, the United States Patent and Trademark Office terminated the petitions as time-barred, but issued a final written decision invalidating the 535 patent to third parties that had timely joined in our petition (and, on January 10, 2020, issued a final written decision invalidating the 535 patent in connection with a third party’s independent petition). On March 16, 2020, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed a notice of appeal from the terminated petitions to the United States Court of Appeals for the Federal Circuit. On June 29, 2020, the United States Patent and Trademark Office filed a notice of intervention in the appeal. On March 16, 2021, the Court of Appeals dismissed the appeal for lack of jurisdiction. On April 29, 2021, Sling TV L.L.C., Sling Media L.L.C., DISH Network L.L.C., and DISH Technologies L.L.C. filed a petition for rehearing, which was denied on June 28, 2021. On January 12, 2021, Realtime Adaptive Streaming filed a notice of dismissal of its claims on the 535 patent.

On July 30, 2021, the District Court granted summary judgment in favor of DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C., holding that the remaining asserted patent, the 610 patent, is invalid because it claims patent-ineligible abstract subject matter. Realtime Adaptive Streaming has filed a notice of appeal from that ruling. On January 21, 2022, the District Court granted the defendants’ motion to have the case declared “exceptional,” which entitles them to be awarded attorneys’ fees. Independently, on September 21, 2021, in connection with an ex parte reexamination of the validity of the 610 patent, an examiner at the United States Patent and Trademark Office issued a final office action rejecting each asserted claim of the 610 patent. On February 15, 2022, Realtime Adaptive Streaming filed a notice of appeal to the Patent Trial and Appeal Board.

Scenic Licensing LLC

On October 27, 2021, Scenic Licensing LLC filed a complaint against our wholly-owned subsidiary Sling Media L.L.C. in the United States District Court for the District of Delaware. The complaint alleges that the Sling Studio product infringes U.S. Patent No. 8,677,420 (the “420 patent”), entitled “Personal monitoring and information apparatus.” On February 28, 2022, Scenic Licensing LLC filed an amended complaint making the same primary allegation. Rather than responding to Sling Media L.L.C.’s motion to dismiss the amended complaint, which asserted that the 420 patent claims non-patentable subject matter, on April 21, 2022, Scenic Licensing LLC dismissed the case. This matter is now concluded.

Sound View Innovations, LLC

On December 30, 2019, Sound View Innovations, LLC filed one complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. and a second complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The complaint against DISH Network L.L.C. and DISH Technologies L.L.C. alleges infringement of United States Patent No 6,502,133 (the “133 patent”), entitled “Real-Time Event Processing System with Analysis Engine Using Recovery Information” and both complaints allege infringement of United States Patent No. 6,708,213 (the “213 patent), entitled “Method for Streaming Multimedia Information Over Public Networks”; United States Patent No. 6,757,796 (the “796 patent”), entitled “Method and System for Caching Streaming Live Broadcasts transmitted Over a Network”; and United States Patent No. 6,725,456 (the “456 patent”), entitled “Methods and Apparatus for Ensuring Quality of Service in an Operating System.” All but the 133 patent are also asserted in the complaint against Sling TV L.L.C.

On May 21, 2020, June 3, 2020, June 5, 2020 and July 10, 2020, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of, respectively, the 213 patent, the 133 patent, the 456 patent and the 796 patent. On November 25, 2020, the United States Patent and Trademark Office declined to review the validity of the 213 patent, and on September 29, 2021, denied a request for rehearing of that decision. On January 19, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 456 patent but declined to review the 133 patent. On February 24, 2021, the United States Patent and Trademark Office agreed to institute proceedings on the 796 patent. On January 18, 2022, the United States Patent and Trademark Office issued a final written decision holding that the challenged claim of the 456 patent is patentable, and on February 8, 2022, it issued a final written decision holding that the challenged claims of the 796 patent are patentable. On March 22, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the adverse final written decision regarding the 456 patent, and on April 8, 2022, they filed a notice of appeal to the same court from the adverse final written decision regarding the 796 patent. On April 20, 2022, DISH Network L.L.C., DISH Technologies L.L.C. and Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of one of the asserted claims of the 213 patent.

We intend to vigorously defend these cases. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

Telemarketing Shareholder Derivative Litigation

On October 19, 2017, Plumbers Local Union No. 519 Pension Trust Fund (“Plumbers Local 519”), a purported shareholder of the Company, filed a putative shareholder derivative action in the District Court for Clark County, Nevada alleging, among other things, breach of fiduciary duty claims against the following current and former members of the Company’s Board of Directors: Charles W. Ergen; James DeFranco; Cantey M. Ergen; Steven R. Goodbarn; David K. Moskowitz; Tom A. Ortolf; Carl E. Vogel; George R. Brokaw; and Gary S. Howard (collectively, the “Director Defendants”).

In its complaint, Plumbers Local 519 contends that, by virtue of their alleged failure to appropriately ensure the Company’s compliance with telemarketing laws, the Director Defendants exposed the Company to liability for telemarketing violations, including those in the Krakauer Action. It also contends that the Director Defendants caused the Company to pay improper compensation and benefits to themselves and others who allegedly breached their fiduciary duties to the Company. Plumbers Local 519 alleges causes of action for breach of fiduciary duties of loyalty and good faith, gross mismanagement, abuse of control, corporate waste and unjust enrichment. Plumbers Local 519 is seeking an unspecified amount of damages.

On November 13, 2017, City of Sterling Heights Police and Fire Retirement System (“Sterling Heights”), a purported shareholder of the Company, filed a putative shareholder derivative action in the District Court for Clark County, Nevada. Sterling Heights makes substantially the same allegations as Plumbers Union 519, and alleges causes of action against the Director Defendants for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Sterling Heights is seeking an unspecified amount of damages. Pursuant to a stipulation of the parties, on January 4, 2018, the District Court agreed to consolidate the Sterling Heights action with the Plumbers Local 519 action, and on January 12, 2018, the derivative plaintiffs filed an amended consolidated complaint that largely duplicates the original Plumbers Local 519 complaint.

Our Board of Directors has established a Special Litigation Committee to review the factual allegations and legal claims in this action. On May 15, 2018, the District Court granted the Special Litigation Committee’s motion to stay the case pending its investigation. The Special Litigation Committee’s report was filed on November 27, 2018, and recommended that the Company not pursue the claims asserted by the derivative plaintiffs. On December 20, 2018, the Special Litigation Committee filed a motion seeking deferral to its determination that the claims should be dismissed. Following a two-day evidentiary hearing on July 6-7, 2020, on July 17, 2020, the District Court entered an order granting the Special Litigation Committee’s motion. On August 25, 2020, the derivative plaintiffs filed a notice of appeal to the Nevada Supreme Court, and oral argument on that appeal occurred on February 7, 2022.

We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages.

TQ Delta, LLC

On July 17, 2015, TQ Delta, LLC (“TQ Delta”) filed a complaint against us and our wholly-owned subsidiaries DISH DBS Corporation and DISH Network L.L.C. in the United States District Court for the District of Delaware. The Complaint alleges infringement of United States Patent No. 6,961,369 (the “369 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 8,718,158 (the “158 patent”), which is entitled “System and Method for Scrambling the Phase of the Carriers in a Multicarrier Communications System”; United States Patent No. 9,014,243 (the “243 patent”), which is entitled “System and Method for Scrambling Using a Bit Scrambler and a Phase Scrambler”; United States Patent No.7,835,430 (the “430 patent”), which is entitled “Multicarrier Modulation Messaging for Frequency Domain Received Idle Channel Noise Information”; United States Patent No. 8,238,412 (the “412 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; United States Patent No. 8,432,956 (the “956 patent”), which is entitled “Multicarrier Modulation Messaging for Power Level per Subchannel Information”; and United States Patent No. 8,611,404 (the “404 patent”), which is entitled “Multicarrier Transmission System with Low Power Sleep Mode and Rapid-On Capability.”

On September 9, 2015, TQ Delta filed a first amended complaint that added allegations of infringement of United States Patent No. 9,094,268 (the “268 patent”), which is entitled “Multicarrier Transmission System With Low Power Sleep Mode and Rapid-On Capability.” On May 16, 2016, TQ Delta filed a second amended complaint that added EchoStar Corporation and its then wholly-owned subsidiary EchoStar Technologies L.L.C. as defendants. TQ Delta alleges that our satellite TV service, Internet service, set-top boxes, gateways, routers, modems, adapters and networks that operate in accordance with one or more Multimedia over Coax Alliance Standards infringe the asserted patents.

TQ Delta has filed actions in the same court alleging infringement of the same patents against Comcast Corp., Cox Communications, Inc., DirecTV, Time Warner Cable Inc. and Verizon Communications, Inc. TQ Delta is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

On July 14, 2016, TQ Delta stipulated to dismiss with prejudice all claims related to the 369 patent and the 956 patent. On July 20, 2016, we filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims of the 404 patent and the 268 patent that have been asserted against us. Third parties have filed petitions with the United States Patent and Trademark Office challenging the validity of all of the patent claims that have been asserted against us in the action. On November 4, 2016, the United States Patent and Trademark Office agreed to institute proceedings on the third-party petitions related to the 158 patent, the 243 patent, the 412 patent and the 430 patent.

On December 20, 2016, pursuant to a stipulation of the parties, the Court stayed the case until the resolution of all petitions to the United States Patent and Trademark Office challenging the validity of all of the patent claims at issue. On January 19, 2017, the United States Patent and Trademark Office granted our motions to join the instituted petitions on the 430 and 158 patents.

On February 9, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petition related to the 404 patent, and on February 13, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petition related to the 268 patent. On February 27, 2017, the United States Patent and Trademark Office granted our motions to join the instituted petitions on the 243 and 412 patents. On October 26, 2017, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 158 patent, the 243 patent, the 412 patent and the 430 patent, and it invalidated all of the asserted claims of those patents. On February 7, 2018, the United States Patent and Trademark Office issued final written decisions on the petitions challenging the 404 patent, and it invalidated all of the asserted claims of that patent on the basis of our petition. On February 10, 2018, the United States Patent and Trademark Office issued a final written decision on our petition challenging the 268 patent, and it invalidated all of the asserted claims.

On March 12, 2018, the United States Patent and Trademark Office issued a final written decision on a third-party petition challenging the 268 patent, and it invalidated all of the asserted claims. All asserted claims have now been invalidated by the United States Patent and Trademark Office. TQ Delta has filed notices of appeal from the final written decisions adverse to it. On May 9, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the 430 patent and the 412 patent. On July 10, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 404 patent. On July 15, 2019, the United States Court of Appeals for the Federal Circuit affirmed the invalidity of the asserted claims of the 268 patent. On November 22, 2019, the United States Court of Appeals for the Federal Circuit reversed the invalidity finding on the 243 patent and the 158 patent, and then, on March 29, 2020, denied a petition for panel rehearing as to those findings. On April 13, 2021, the Court lifted the stay, and the case is proceeding on the 243 patent and the 158 patent. On April 23 and April 26, 2021, the United States Patent and Trademark Office issued orders granting requests for ex parte reexamination of, respectively, the 243 patent and the 158 patent.

Uniloc 2017 LLC

On January 31, 2019, Uniloc 2017 LLC (“Uniloc”) filed a complaint against our wholly-owned subsidiary Sling TV L.L.C. in the United States District Court for the District of Colorado. The Complaint alleges infringement of United States Patent No. 6,519,005 (the “005 patent”), which is entitled “Method of Concurrent Multiple-Mode Motion Estimation for Digital Video”; United States Patent No. 6,895,118 (the “118 patent”), which is entitled “Method of Coding Digital Image Based on Error Concealment”; United States Patent No. 9,721,273 (the “273 patent”), which is entitled “System and Method for Aggregating and Providing Audio and Visual Presentations Via a Computer Network”); and United States Patent No. 8,407,609 (the “609 patent”), which is entitled “System and Method for Providing and Tracking the Provision of Audio and Visual Presentations Via a Computer Network.” Uniloc is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

On June 25, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 005 patent. On July 19, 2019 and July 22, 2019, respectively, Sling TV L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all asserted claims of the 273 patent and the 609 patent. On August 12, 2019, Sling TV L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of all of the asserted claims of the 118 patent. On October 18, 2019, pursuant to a stipulation of the parties, the Court entered a stay of the trial proceedings. On January 9, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 005 patent.

On January 15, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 273 patent. On February 4, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 609 patent. On February 25, 2020, the United States Patent and Trademark Office declined to institute proceedings on the petition challenging the 118 patent. On December 28, 2020, the United States Patent and Trademark Office issued a final written decision upholding the validity of the challenged claims of the 273 patent. Sling TV L.L.C. filed a notice of appeal from that decision to the United States Court of Appeals for the Federal Circuit, and on February 2, 2022, the Federal Circuit vacated the final written decision and remanded to the United States Patent and Trademark Office to reconsider its ruling.

On January 5, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 005 patent. On January 19, 2021, the United States Patent and Trademark Office issued a final written decision invalidating all challenged claims of the 609 patent (and a second final written decision invalidating all challenged claims of the 609 patent based on a third party’s petition).

Vermont National Telephone Company

On September 23, 2016, the United States District Court for the District of Columbia unsealed a qui tam complaint that, on May 13, 2015, Vermont National filed against us; our wholly-owned subsidiaries, American AWS-3 Wireless I L.L.C., American II, American III, and DISH Wireless Holding L.L.C.; Charles W. Ergen (our Chairman) and Cantey M. Ergen (a member of our board of directors); Northstar Wireless; Northstar Spectrum; Northstar Manager; SNR Wireless; SNR HoldCo; SNR Management; and certain other parties. The complaint alleges violations of the federal civil False Claims Act (the “FCA”) based on, among other things, allegations that Northstar Wireless and SNR Wireless falsely claimed bidding credits of 25% in the AWS-3 Auction when they were allegedly under the de facto control of DISH Network and, therefore, were not entitled to the bidding credits as designated entities under applicable FCC rules. Vermont National participated in the AWS-3 Auction through its wholly-owned subsidiary, VTel Wireless. The complaint was unsealed after the United States Department of Justice notified the Court that it had declined to intervene in the action. Vermont National seeks to recover on behalf of the United States government approximately $10 billion, which reflects the $3.3 billion in bidding credits that Northstar Wireless and SNR Wireless claimed in the AWS-3 Auction, trebled under the FCA. Vermont National also seeks civil penalties of not less than $5,500 and not more than $11,000 for each violation of the FCA. On March 2, 2017, the United States District Court for the District of Columbia entered a stay of the litigation until such time as the United States Court of Appeals for the District of Columbia (the “D.C. Circuit”) issued its opinion in SNR Wireless LicenseCo, LLC, et al. v. F.C.C. The D.C. Circuit issued its opinion on August 29, 2017 and remanded the matter to the FCC for further proceedings. See “Commitments – DISH Network Non-Controlling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses” above for further information.

Thereafter, the Court maintained the stay until October 26, 2018. On February 11, 2019, the Court granted Vermont National’s unopposed motion for leave to file an amended complaint. On March 28, 2019, the defendants filed a motion to dismiss Vermont National’s amended complaint, and on March 23, 2021, the Court granted the motion to dismiss. On April 21, 2021, Vermont National filed a notice of appeal to the United States Court of Appeals for the DC Circuit, and that court heard oral argument on the appeal on March 3, 2022.

We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of this proceeding or determine the extent of any potential liability or damages.

Waste Disposal Inquiry

The California Attorney General and the Alameda County (California) District Attorney have investigated whether certain of our former waste disposal policies, procedures and practices violated the California Business and Professions Code and the California Health and Safety Code. On March 8, 2022, we entered into a settlement with those entities under which DISH Network will pay certain civil penalties and other expenses, and will be subject to an injunction imposing certain waste management requirements for the next five years. On March 25, 2022, the Alameda County Superior Court entered the parties’ stipulated judgment. This outcome will not have a material effect on our results of operations, financial condition or cash flows. This matter is now concluded.

Other

In addition to the above actions, we are subject to various other legal proceedings and claims that arise in the ordinary course of business, including, among other things, disputes with programmers regarding fees. In our opinion, the amount of ultimate liability with respect to any of these actions is unlikely to materially affect our financial condition, results of operations or liquidity, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands		3 Months Ended
	Dec. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accounting policy disclosures
Redeemable noncontrolling interests		$ 411,258		$ 395,222
Capitalized Contract Cost		88,000	$ 103,000
Amortization expense related to the programs		112,000	75,000
Total costs capitalized		434,000		$ 458,000
Advertising expenses		150,000	110,000
Research and Development
Research and development cost		10,000	$ 7,000
Class B common stock
Variable Interest Entity
Ownership percentage	97.00%
Payment For Purchase Agreement	$ 312,000
Class B common stock \| Northstar Manager LLC
Variable Interest Entity
Equity Method Investment, Ownership Percentage	3.00%
American II \| Class B common stock
Variable Interest Entity
Ownership percentage owned by other companies	80.00%
Northstar Spectrum
Accounting policy disclosures
Value of ownership interest accrued		88,000
SNR HoldCo
Accounting policy disclosures
Value of ownership interest accrued		$ 323,000

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment



	Depreciable			As of
	Life			March 31,		December 31,
	(In Years)			2022		2021

				(In thousands)
Equipment leased to customers	2	-	5	$	1,470,592	$	1,530,943
Satellites	4	-	15		1,734,024		1,734,024
Satellites acquired under finance lease agreements		15			567,870		567,870
Furniture, fixtures, equipment and other	2	-	20		2,463,369		2,350,839
Buildings and improvements	5	-	40		378,474		376,952
Land		-			17,513		17,513
Construction in progress		-			1,914,929		1,309,757
Total property and equipment					8,546,771		7,887,898
Accumulated depreciation					(4,680,717)		(4,630,111)
Property and equipment, net				$	3,866,054	$	3,257,787

Schedule of Construction in progress


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Pay-TV	$	34,083	$	39,269
Wireless		1,880,846		1,270,488
Total construction in progress	$	1,914,929	$	1,309,757

Schedule of depreciation and amortization expense


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Equipment leased to customers	$	51,273	$	64,262
Satellites		39,806		50,193
Buildings, furniture, fixtures, equipment and other		48,115		31,166
Intangible assets		37,147		44,764
Total depreciation and amortization	$	176,341	$	190,385

Schedule of pay-TV satellite fleet


		Degree	Lease
	Launch	Orbital	Termination
Satellites	Date	Location	Date
Owned:
EchoStar X	February 2006	110	N/A
EchoStar XI	July 2008	110	N/A
EchoStar XIV	March 2010	119	N/A
EchoStar XV	July 2010	61.5	N/A
EchoStar XVI	November 2012	61.5	N/A
EchoStar XVIII	June 2016	61.5	N/A
EchoStar XXIII	March 2017	67.9	N/A

Leased from EchoStar (1):
EchoStar IX	August 2003	121	Month to month

Leased from Other Third Party:
Anik F3 (2)	April 2007	118.7	April 2025
Ciel II	December 2008	129	July 2023
Nimiq 5	September 2009	72.7	September 2024

(1)	See Note 13 for further information on our Related Party Transactions with EchoStar.

(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.

Contract Balances - Deferred Revenues (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Contract liability	$ 719,220	$ 714,428
Customer Contract [Member]
Contract liability	$ 690,000

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2022

NagraStar

Schedule of transactions with related party


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	11,957	$	11,770

	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	11,317	$	11,988
Commitments to NagraStar	$	5,779	$	5,630

Dish Mexico

Schedule of transactions with related party


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Sales:
Satellite capacity	$	—	$	5,462
Uplink services		729		1,295
Total	$	729	$	6,757

	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico	$	3,018	$	6,692

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Allowance for credit losses on trade accounts receivable	$ 33,935	$ 38,534
Common stock par value (in dollars per share)	$ 86.08
Class A common stock
Current Assets:
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	290,746,692	290,529,607
Common stock, shares outstanding	290,746,692	290,529,607
Class B common stock
Current Assets:
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	238,435,208	238,435,208
Common stock, shares outstanding	238,435,208	238,435,208

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Operating cash flows from operating leases	$ 24,360	$ 16,919
Operating cash flows from finance leases	917	4,058
Financing cash flows from finance leases	4,420	17,157
Operating leases	$ 543,868	$ 20,073

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	Mar. 31, 2021 USD ($)
ASU 2020-06
Deferred Tax Liabilities, Net, Noncurrent	$ 245,778

Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory

Schedule of inventory


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Finished goods	$	474,233	$	489,073
Work-in-process and service repairs		16,699		19,074
Raw materials		45,961		26,790
Total inventory	$	536,893	$	534,937

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Components of Lease Expense


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Operating lease cost (1)	$	61,102	$	14,783

Short-term lease cost (2)		3,554		3,472

Finance lease cost:
Amortization of right-of-use assets (3)		9,893		17,829
Interest on lease liabilities (3)		2,732		4,288
Total finance lease cost (3)		12,625		22,117
Total lease costs	$	77,281	$	40,372

(1)	The increase in operating lease cost primarily related to communication tower leases.

(2)	Leases that have terms of 12 months or less.

(3)	The decrease in finance lease cost is primarily related to the QuetzSat-1 finance lease, which expired in November 2021.

Summary of Supplemental cash flow information related to leases


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,360	$	16,919
Operating cash flows from finance leases	$	917	$	4,058
Financing cash flows from finance leases	$	4,420	$	17,157

Right-of-use assets obtained in exchange for lease obligations:
Operating leases (1)	$	543,868	$	20,073
Finance leases	$	—	$	—

(1)	The increase in operating lease assets primarily related to communication tower leases.

Summary of supplemental balance sheet information related to leases


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets (1)	$	1,972,455	$	1,493,410

Other current liabilities	$	98,286	$	75,748
Operating lease liabilities (1)		1,944,652		1,453,395
Total operating lease liabilities	$	2,042,938	$	1,529,143

Finance Leases:
Property and equipment, gross	$	568,889	$	568,889
Accumulated depreciation		(509,082)		(499,188)
Property and equipment, net	$	59,807	$	69,701

Other current liabilities	$	36,078	$	34,772
Other long-term liabilities		59,160		64,886
Total finance lease liabilities	$	95,238	$	99,658

Weighted Average Remaining Lease Term:
Operating leases		12.8 years		12.9 years
Finance leases		2.5 years		2.6 years

Weighted Average Discount Rate:
Operating leases		5.8%		5.3%
Finance leases		11.1%		11.0%

(1)	The increase in operating lease assets and liabilities primarily related to communication tower leases.

Summary of maturities of finance lease liabilities


	Maturities of Lease Liabilities
	Operating		Finance
For the Years Ending December 31,	Leases		Leases		Total

	(In thousands)
2022 (remaining nine months)	$	98,534	$	37,811	$	136,345
2023		153,190		41,030		194,220
2024		173,550		30,707		204,257
2025		195,849		—		195,849
2026		218,969		—		218,969
Thereafter		2,255,337		—		2,255,337
Total lease payments		3,095,429		109,548		3,204,977
Less: Imputed interest		(1,052,491)		(14,310)		(1,066,801)
Total		2,042,938		95,238		2,138,176
Less: Current portion		(98,286)		(36,078)		(134,364)
Long-term portion of lease obligations	$	1,944,652	$	59,160	$	2,003,812

Inventory

3 Months Ended

Mar. 31, 2022

Inventory

Inventory

6.Inventory

Inventory consisted of the following:


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Finished goods	$	474,233	$	489,073
Work-in-process and service repairs		16,699		19,074
Raw materials		45,961		26,790
Total inventory	$	536,893	$	534,937

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Depreciation and amortization expense
Depreciation and amortization expense	$ 176,341	$ 190,385
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization expense	51,273	64,262
Satellites
Depreciation and amortization expense
Depreciation and amortization expense	39,806	50,193
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization expense	48,115	31,166
Intangible assets (1)
Depreciation and amortization expense
Depreciation and amortization expense	$ 37,147	$ 44,764

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 2,696,478	$ 2,428,188
Marketable investment securities	538,775	2,975,518
Trade accounts receivable, net of allowance for credit losses of $33,935 and $38,534, respectively	1,089,460	942,561
Inventory	536,893	534,937
Other current assets	433,716	641,978
Total current assets	5,295,322	7,523,182
Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities	105,051	5,334,768
Property and equipment, net	3,866,054	3,257,787
FCC authorizations	28,888,467	28,632,665
Other investment securities	141,045	150,941
Operating lease assets	1,972,455	1,493,410
Other noncurrent assets, net (Note 10)	8,297,623	934,293
Intangible assets, net	635,635	674,679
Total noncurrent assets	43,906,330	40,478,543
Total assets	49,201,652	48,001,725
Current Liabilities:
Trade accounts payable	941,499	848,224
Deferred revenue and other	717,127	761,347
Accrued programming	1,277,217	1,376,770
Accrued interest	272,248	288,308
Other accrued expenses	1,265,997	1,179,427
Current portion of long-term debt and finance lease obligations (Note 9)	3,573,506	2,061,810
Total current liabilities	8,047,594	6,515,886
Long-Term Obligations, Net of Current Portion:
Long-term debt and finance lease obligations, net of current portion (Note 9)	17,852,176	19,355,206
Deferred tax liabilities	4,348,632	4,226,266
Operating lease liabilities	1,944,652	1,453,395
Long-term deferred revenue and other long-term liabilities	616,961	527,859
Total long-term obligations, net of current portion	24,762,421	25,562,726
Total liabilities	32,810,015	32,078,612
Commitments and Contingencies (Note 10)
Redeemable noncontrolling interests (Note 2)	411,258	395,222
Stockholders' Equity (Deficit):
Additional paid-in capital	4,755,382	4,735,484
Accumulated other comprehensive income (loss)	58	281
Accumulated earnings (deficit)	11,218,268	10,785,617
Total DISH Network stockholders' equity (deficit)	15,979,000	15,526,671
Noncontrolling interests	1,379	1,220
Total stockholders' equity (deficit)	15,980,379	15,527,891
Total liabilities and stockholders' equity (deficit)	49,201,652	48,001,725
Class A common stock
Stockholders' Equity (Deficit):
Common stock	2,908	2,905
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 2,384	$ 2,384

Contract Balances (Tables)

3 Months Ended

Mar. 31, 2022

Contract Balances

Summary of activity in the allowance for doubtful accounts


Allowance for credit losses	Balance at Beginning of Period		Current Period Provision for Expected Credit Losses		Write-offs Charged Against Allowance		Balance at End of Period

	(In thousands)
For the three months ended March 31, 2022	$	38,534	$	12,935	$	(17,534)	$	33,935

Schedule of deferred revenue related to contracts with subscribers


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Contract liabilities	$	719,220	$	714,428

Long-Term Debt and Finance Lease Obligations - Intercompany Loan (Details) - USD ($) $ in Millions		3 Months Ended	171 Months Ended
	Feb. 11, 2022	Mar. 31, 2022	Mar. 31, 2022
Debt Instrument
Payment to acquire certain wireless licenses and related assets			$ 30,000
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Interest rate (as a percent)		5.25%	5.25%
5 1/4% Senior Secured Notes due 2026 \| DISH DBS Corporation ("DDBS")
Debt Instrument
Interest rate (as a percent)		5.25%	5.25%
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Interest rate (as a percent)		5.75%	5.75%
5 3/4% Senior Secured Notes due 2028 \| DISH DBS Corporation ("DDBS")
Debt Instrument
Interest rate (as a percent)		5.75%	5.75%
Intercompany Loan \| DISH DBS Corporation ("DDBS")
Debt Instrument
Additional debt	$ 1,500
Outstanding amount		$ 6,750	$ 6,750
Intercompany Loan \| DISH DBS Corporation ("DDBS") \| Ghz 3.45 to 3.55
Debt Instrument
Cash proceeds		6,750
Cash and marketable investment securities paid		455
Payment to acquire certain wireless licenses and related assets		$ 7,205

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

13.Related Party Transactions

Related Party Transactions with EchoStar

Following the Spin-off, we and EchoStar have operated as separate publicly-traded companies and neither entity has any ownership interest in the other. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.

In connection with and following the Spin-off, we and EchoStar have entered into certain agreements pursuant to which we obtain certain products, services and rights from EchoStar, EchoStar obtains certain products, services and rights from us, and we and EchoStar have indemnified each other against certain liabilities arising from our respective businesses. Pursuant to the Share Exchange Agreement, among other things, EchoStar transferred to us certain assets and liabilities of the EchoStar technologies and EchoStar broadcasting businesses. Pursuant to the Master Transaction Agreement, among other things, EchoStar transferred to us certain assets and liabilities of its EchoStar Satellite Services segment.

In connection with the Share Exchange and the Master Transaction Agreement, we and EchoStar and certain of their subsidiaries entered into certain agreements covering, among other things, tax matters, employee matters, intellectual property matters and the provision of transitional services. In addition, certain agreements that we had with EchoStar have terminated, and we entered into certain new agreements with EchoStar. We also may enter into additional agreements with EchoStar in the future. The following is a summary of the terms of our principal agreements with EchoStar that may have an impact on our financial condition and results of operations.

“Trade accounts receivable”

As of March 31, 2022 and December 31, 2021, trade accounts receivable from EchoStar was $1 million. These amounts are recorded in “Trade accounts receivable” on our Condensed Consolidated Balance Sheets.

“Trade accounts payable”

As of March 31, 2022 and December 31, 2021, trade accounts payable to EchoStar was $21 million and $9 million, respectively. These amounts are recorded in “Trade accounts payable” on our Condensed Consolidated Balance Sheets.

“Equipment sales and other revenue”

During each of the three months ended March 31, 2022 and 2021, we received $1 million for services provided to EchoStar. These amounts are recorded in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these revenues are discussed below.

Real Estate Lease Agreements. We have entered into lease agreements pursuant to which we lease certain real estate to EchoStar. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic areas, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. The term of each lease is set forth below:

●

El Paso Lease Agreement. During 2012, we began leasing certain space at 1285 Joe Battle Blvd., El Paso, Texas to EchoStar for an initial period ending on August 1, 2015, which also provides EchoStar with renewal options for four consecutive three-year terms. During the second quarter of 2015, EchoStar exercised its first renewal option for a period ending on August 1, 2018 and in April 2018 EchoStar exercised its second renewal option for a period ending in July 2021, and in May 2021 EchoStar exercised its third renewal option for a period ending in July 2024.

●

90 Inverness Lease Agreement. In connection with the completion of the Share Exchange, effective March 1, 2017, EchoStar leases certain space from us at 90 Inverness Circle East, Englewood, Colorado for a period ending in February 2023. EchoStar has the option to renew this lease for four three-year periods.

●

Cheyenne Lease Agreement. In connection with the completion of the Share Exchange, effective March 1, 2017, EchoStar began leasing certain space from us at 530 EchoStar Drive, Cheyenne, Wyoming for a period ending in February 2019. In August 2018, EchoStar exercised its option to renew this lease for a one-year period ending in February 2020. EchoStar has the option to renew this lease for 12 one-year periods. In connection with the Master Transaction Agreement, we and EchoStar amended this lease to provide EchoStar with certain space for a period ending in September 2022, with the option for EchoStar to renew for a one-year period upon 180 days’ written notice prior to the end of the term.

Collocation and Antenna Space Agreements. In connection with the completion of the Share Exchange, effective March 1, 2017, we entered into certain agreements pursuant to which we provide certain collocation and antenna space to HNS through February 2025 at the following locations: Cheyenne, Wyoming; Gilbert, Arizona; Monee, Illinois; Englewood, Colorado; and Spokane, Washington. During August 2017, we entered into certain other agreements pursuant to which we provide certain collocation and antenna space to HNS through August 2022 at the following locations: Monee, Illinois and Spokane, Washington. HNS has the option to renew each of these agreements for four three-year periods. HNS may terminate certain of these agreements with 180 days’ prior written notice to us at the following locations: Englewood, Colorado; and Spokane, Washington. The fees for the services provided under these agreements depend, among other things, on the number of racks leased and/or antennas present at the location.

Also in connection with the Master Transaction Agreement, in September 2019, we entered into an agreement pursuant to which we provide HNS with antenna space and power in Cheyenne, Wyoming for a period of five years commencing no later than October 2020, with four three-year renewal terms, with prior written notice no more than 120 days but no less than 90 days prior to the end of the then-current term.

TT&C Agreement – Master Transaction Agreement. In September 2019, in connection with the Master Transaction Agreement, we entered into an agreement pursuant to which we provide TT&C services to EchoStar for a period ending in September 2021, with the option for EchoStar to renew for a one-year period upon written notice at least 90 days prior to the initial expiration (the “MTA TT&C Agreement”). The fees for services provided under the MTA TT&C Agreement are calculated at either: (i) a fixed fee or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. Either party is able to terminate the MTA TT&C Agreement for any reason upon 12 months’ notice. In June 2021, we amended the MTA TT&C Agreement to extend the term until September 2022 and added the option for EchoStar to renew for an additional three years.

“Cost of services”

During the three months ended March 31, 2022 and 2021, we incurred $3 million and $4 million, respectively, of costs for services provided to us by EchoStar. These amounts are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below.

Hughes Broadband Distribution Agreement. Effective October 1, 2012, dishNET Satellite Broadband L.L.C. (“dishNET Satellite Broadband”), our indirect wholly-owned subsidiary, and HNS entered into a Distribution Agreement (the “Distribution Agreement”) pursuant to which dishNET Satellite Broadband has the right, but not the obligation, to market, sell and distribute the HNS satellite Internet service (the “Service”). dishNET Satellite Broadband pays HNS a monthly per subscriber wholesale service fee for the Service based upon the subscriber’s service level, and, beginning January 1, 2014, certain volume subscription thresholds. The Distribution Agreement also provides that dishNET Satellite Broadband has the right, but not the obligation, to purchase certain broadband equipment from HNS to support the sale of the Service. On February 20, 2014, dishNET Satellite Broadband and HNS amended the Distribution Agreement which, among other things, extended the initial term of the Distribution Agreement through March 1, 2024.

Thereafter, the Distribution Agreement automatically renews for successive one year terms unless either party gives written notice of its intent not to renew to the other party at least 180 days before the expiration of the then-current term. Upon expiration or termination of the Distribution Agreement, the parties will continue to provide the Service to the then-current dishNET subscribers pursuant to the terms and conditions of the Distribution Agreement.

EchoStar IX. We lease certain satellite capacity from EchoStar on EchoStar IX. Subject to availability, we generally have the right to continue to lease satellite capacity from EchoStar on EchoStar IX on a month-to-month basis.

“Cost of sales – equipment and other”

During each of the three months ended March 31, 2022 and 2021, we incurred $1 million for satellite hosting, operations and maintenance services as well as transmission of certain data. These amounts are recorded in “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below.

DBSD North America Agreement. On March 9, 2012, we completed the DBSD Transaction. During the second quarter of 2011, EchoStar acquired Hughes. Prior to our acquisition of DBSD North America and EchoStar’s acquisition of Hughes, DBSD North America and HNS entered into an agreement pursuant to which HNS provides, among other things, hosting, operations and maintenance services for DBSD North America’s satellite gateway and associated ground infrastructure. This agreement generally may be terminated by us at any time for convenience.

TerreStar Agreements. On March 9, 2012, we completed the TerreStar Transaction. Prior to our acquisition of substantially all the assets of TerreStar and EchoStar’s acquisition of Hughes, TerreStar and HNS entered into various agreements pursuant to which HNS provides, among other things, hosting, operations and maintenance services for TerreStar’s satellite gateway and associated ground infrastructure. These agreements generally may be terminated by us at any time for convenience.

Hughes Equipment and Services Agreement. In February 2019, we and HNS entered into an agreement pursuant to which HNS will provide us with HughesNet Service and HughesNet equipment for the transmission of certain data related to our 5G Network Deployment. This agreement has an initial term of five years with automatic renewal for successive one-year terms unless terminated by DISH Network with at least 180 days’ written notice to HNS or by HNS with at least 365 days’ written notice to DISH Network.

“Selling, general and administrative expenses”

During the three months ended March 31, 2022 and 2021, we incurred $4 million and $3 million, respectively, for selling, general and administrative expenses for services provided to us by EchoStar. These amounts are recorded in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below.

Real Estate Lease Agreements. We have entered into lease agreements pursuant to which we lease certain real estate from EchoStar. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic area, and we are responsible for our portion of the taxes, insurance, utilities and maintenance of the premises. The term of each lease is set forth below:

●

Meridian Lease Agreement. We lease all of 9601 S. Meridian Blvd. in Englewood, Colorado for a period ending on December 31, 2022.

●

100 Inverness Lease Agreement. In connection with the completion of the Share Exchange, effective March 1, 2017, we lease certain space from EchoStar at 100 Inverness Terrace East, Englewood, Colorado for a period ending in December 2022. This agreement may be terminated by either party upon 180 days’ prior notice.

Professional Services Agreement. Prior to 2010, in connection with the Spin-off, we entered into various agreements with EchoStar including the Transition Services Agreement, Satellite Procurement Agreement and Services Agreement, which all expired on January 1, 2010 and were replaced by a Professional Services Agreement. During 2009, we and EchoStar agreed that EchoStar shall continue to have the right, but not the obligation, to receive the following services from us, among others, certain of which were previously provided under the Transition Services Agreement: information technology, travel and event coordination, internal audit, legal, accounting and tax, benefits administration, program acquisition services and other support services. Additionally, we and EchoStar agreed that we shall continue to have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for us (previously provided under the Satellite Procurement Agreement) and receive logistics, procurement and quality assurance services from EchoStar (previously provided under the Services Agreement) and other support services. In connection with the completion of the Share Exchange on February 28, 2017, DISH Network and EchoStar amended the Professional Services Agreement to, among other things, provide certain transition services to each other related to the Share Exchange Agreement. In addition, pursuant to the Master Transaction Agreement, we and EchoStar amended the Professional Services Agreement effective September 10, 2019 to, among other things, provide certain transition services to each other related to the Master Transaction Agreement and to remove certain services no longer necessary as a result of the Master Transaction Agreement. See above for further information on the Master Transaction Agreement.

During March 2020, we and EchoStar added a service under the Professional Services Agreement whereby we provide EchoStar with rights to use certain satellite capacity in exchange for certain credits to amounts owed by us to EchoStar under the TerreStar Agreement described above. The Professional Services Agreement renewed on January 1, 2022 for an additional one-year period until January 1, 2023 and renews automatically for successive one-year periods thereafter, unless terminated earlier by either party upon at least 60 days’ notice. However, either party may terminate the Professional Services Agreement in part with respect to any particular service it receives for any reason upon at least 30 days’ notice.

Revenue for services provided by us to EchoStar under the Professional Services Agreement is recorded in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

City of Hallandale. During the second quarter of 2021, we and the other named defendants entered into a global settlement agreement with the City of Hallandale. On December 10, 2021, the court approved the settlement. Under the settlement agreement, we contributed an immaterial amount to the settlement.

Other Agreements - EchoStar

Tax Sharing Agreement. In connection with the Spin-off, we entered into a tax sharing agreement (the “Tax Sharing Agreement”) with EchoStar which governs our respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by us, and we will indemnify EchoStar for such taxes. However, we are not liable for and will not indemnify EchoStar for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Internal Revenue Code of 1986, as amended (the “Code”) because of: (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets; (ii) any action that EchoStar takes or fails to take; or (iii) any action that EchoStar takes that is inconsistent with the information and representations furnished to the Internal Revenue Service (“IRS”) in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar is solely liable for, and will indemnify us for, any resulting taxes, as well as any losses, claims and expenses.

The Tax Sharing Agreement will only terminate after the later of the full period of all applicable statutes of limitations, including extensions, or once all rights and obligations are fully effectuated or performed. In light of the Tax Sharing Agreement, among other things, and in connection with our consolidated federal income tax returns for certain tax years prior to and for the year of the Spin-off, during 2013, we and EchoStar agreed upon a supplemental allocation of the tax benefits arising from certain tax items resolved in the course of the IRS’ examination of these consolidated tax returns. As a result, we agreed to pay EchoStar $82 million of the tax benefit we received or will receive. Any payment to EchoStar, including accrued interest, will be made at such time as EchoStar would have otherwise been able to realize such tax benefit.

In addition, during 2013, we and EchoStar agreed upon a tax sharing arrangement for filing certain combined state income tax returns and a method of allocating the respective tax liabilities between us and EchoStar for such combined returns, through the taxable period ending on December 31, 2017 (the “State Tax Arrangement”). During the third quarter of 2018, we and EchoStar amended the Tax Sharing Agreement and the 2013 agreements (the “Amendment”).

Under the Amendment, among other things, we are entitled to apply the benefit of EchoStar’s 2009 net operating losses to our federal tax return for the year ended December 31, 2008, in exchange for paying EchoStar over time the value of the net annual federal income taxes paid by EchoStar that would have been otherwise offset by their 2009 net operating loss. In addition, the Amendment extends the term of the State Tax Arrangement for filing certain combined state income tax returns to the earlier to occur of (1) termination of the Tax Sharing Agreement, (2) a change in control of either us or EchoStar or, (3) for any particular state, if we and EchoStar no longer file a combined tax return for such state. Beginning in 2020, DISH Network and EchoStar no longer file combined tax returns in any states.

Tax Matters Agreement – Share Exchange. In connection with the completion of the Share Exchange, we and EchoStar entered into a Tax Matters Agreement, which governs certain rights, responsibilities and obligations with respect to taxes of the Transferred Businesses pursuant to the Share Exchange. Generally, EchoStar is responsible for all tax returns and tax liabilities for the Transferred Businesses for periods prior to the Share Exchange, and we are responsible for all tax returns and tax liabilities for the Transferred Businesses from and after the Share Exchange. Both we and EchoStar have made certain tax-related representations and are subject to various tax-related covenants after the consummation of the Share Exchange. Both we and EchoStar have agreed to indemnify each other if there is a breach of any such tax representation or violation of any such tax covenant and that breach or violation results in the Share Exchange not qualifying for tax free treatment for the other party. In addition, we have agreed to indemnify EchoStar if the Transferred Businesses are acquired, either directly or indirectly (e.g., via an acquisition of us), by one or more persons and such acquisition results in the Share Exchange not qualifying for tax free treatment. The Tax Matters Agreement supplements the Tax Sharing Agreement described above, which continues in full force and effect.

Tax Matters Agreement – Master Transaction Agreement. In connection with the completion of the Master Transaction Agreement, we and EchoStar entered into a Tax Matters Agreement, which governs certain rights, responsibilities and obligations with respect to taxes of the BSS Business pursuant to the Master Transaction Agreement. Generally, EchoStar is responsible for all tax returns and tax liabilities for the BSS Business for periods prior to the Master Transaction Agreement, and we are responsible for all tax returns and tax liabilities for the BSS Business from and after the Master Transaction Agreement. Both we and EchoStar have made certain tax-related representations in contemplation of the Master Transaction Agreement. Both we and EchoStar have agreed to indemnify each other if there is a breach of any such tax representation and that breach results in the Master Transaction Agreement not qualifying for tax free treatment for the other party. In addition, we have agreed to indemnify EchoStar if the BSS Business is acquired, either directly or indirectly (e.g., via an acquisition of us), by one or more persons and such acquisition results in the Master Transaction Agreement not qualifying for tax free treatment. The Tax Matters Agreement - Master Transaction Agreement supplements the Tax Sharing Agreement described above, which continues in full force and effect.

Patent Cross-License Agreements. In December 2011, we and EchoStar entered into separate patent cross-license agreements with the same third party whereby: (i) EchoStar and such third-party licensed their respective patents to each other subject to certain conditions; and (ii) we and such third-party licensed our respective patents to each other subject to certain conditions (each, a “Cross-License Agreement”). Each Cross License Agreement covers patents acquired by the respective party prior to January 1, 2017 and aggregate payments under both Cross-License Agreements total less than $10 million. In December 2016, we and EchoStar independently exercised our respective options to extend each Cross-License Agreement to include patents acquired by the respective party prior to January 1, 2022.

Rovi License Agreement. On August 19, 2016, we entered into a ten-year patent license agreement (the “Rovi License Agreement”) with Rovi Corporation (“Rovi”) and, for certain limited purposes, EchoStar. EchoStar is a party to the Rovi License Agreement solely with respect to certain provisions relating to the prior patent license agreement between EchoStar and Rovi. There are no payments between us and EchoStar under the Rovi License Agreement.

Hughes Broadband Master Services Agreement. In March 2017, DISH Network L.L.C. (“DNLLC”) and HNS entered into the MSA pursuant to which DNLLC, among other things: (i) has the right, but not the obligation, to market, promote and solicit orders for the Hughes broadband satellite service and related equipment; and (ii) installs Hughes service equipment with respect to activations generated by DNLLC. Under the MSA, HNS will make certain payments to DNLLC for each Hughes service activation generated, and installation performed, by DNLLC. Payments from HNS for services provided are recorded in “Service revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). For each of the three months ended March 31, 2022 and 2021, these payments were $2 million. The MSA has an initial term of five years with automatic renewal for successive one-year terms. After the first anniversary of the MSA, either party has the ability to terminate the MSA, in whole or in part, for any reason upon at least 90 days’ notice to the other party. Upon expiration or termination of the MSA, HNS will continue to provide the Hughes service to subscribers and make certain payments to DNLLC pursuant to the terms and conditions of the MSA. For the three months ended March 31, 2022 and 2021, we purchased broadband equipment from HNS of $2 million and $1 million, respectively, under the MSA.

Employee Matters Agreement – Share Exchange. In connection with the completion of the Share Exchange, effective March 1, 2017, we and EchoStar entered into an Employee Matters Agreement that addresses the transfer of employees from EchoStar to us, including certain benefit and compensation matters and the allocation of responsibility for employee-related liabilities relating to current and past employees of the Transferred Businesses. We assumed employee-related liabilities relating to the Transferred Businesses as part of the Share Exchange, except that EchoStar will be responsible for certain existing employee-related litigation as well as certain pre-Share Exchange compensation and benefits for employees transferring to us in connection with the Share Exchange.

Employee Matters Agreement – Master Transaction Agreement. In connection with the completion of the Master Transaction Agreement, effective September 10, 2019, we and EchoStar entered into an Employee Matters Agreement that addresses the transfer of employees from EchoStar to us, including certain benefit and compensation matters and the allocation of responsibility for employee-related liabilities relating to current and past employees of the BSS Business. We assumed employee-related liabilities relating to the BSS Business as part of the Master Transaction Agreement, except that EchoStar will be responsible for certain existing employee-related litigation as well as certain pre-Master Transaction Agreement compensation and benefits for employees transferring to us in connection with the Master Transaction Agreement.

Intellectual Property and Technology License Agreement – Share Exchange. In connection with the completion of the Share Exchange, effective March 1, 2017, we and EchoStar entered into an Intellectual Property and Technology License Agreement (“IPTLA”), pursuant to which we and EchoStar license to each other certain intellectual property and technology. The IPTLA will continue in perpetuity, unless mutually terminated by the parties. Pursuant to the IPTLA, EchoStar granted to us a license to its intellectual property and technology for use by us, among other things, in connection with our continued operation of the Transferred Businesses acquired pursuant to the Share Exchange Agreement, including a limited license to use the “ECHOSTAR” trademark during a transition period. EchoStar retains full ownership of the “ECHOSTAR” trademark. In addition, we granted a license back to EchoStar, among other things, for the continued use of all intellectual property and technology transferred to us pursuant to the Share Exchange Agreement that is used in EchoStar’s retained businesses.

Intellectual Property and Technology License Agreement – Master Transaction Agreement. In connection with the completion of the Master Transaction Agreement, effective September 10, 2019, we and EchoStar entered into an IPTLA (the “MTA IPTLA”), pursuant to which we and EchoStar license to each other certain intellectual property and technology. The MTA IPTLA will continue in perpetuity, unless mutually terminated by the parties. Pursuant to the MTA IPTLA, EchoStar granted to us a license to its intellectual property and technology for use by us, among other things, in connection with our continued operation of the BSS Business acquired pursuant to the Master Transaction Agreement, including a limited license to use the “ESS” and “ECHOSTAR SATELLITE SERVICES” trademarks during a transition period. EchoStar retains full ownership of the “ESS” and “ECHOSTAR SATELLITE SERVICES” trademarks. In addition, we granted a license back to EchoStar, among other things, for the continued use of all intellectual property and technology transferred to us pursuant to the Master Transaction Agreement that is used in EchoStar’s retained businesses.

Related Party Transactions with NagraStar L.L.C.

We own a 50% interest in NagraStar, 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. Certain payments related to NagraStar are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In addition, certain other payments are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Condensed Consolidated Balance Sheets or expensed as “Selling, general and administrative expenses” or “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed. We record all payables in “Trade accounts payable” or “Other accrued expenses” on our Condensed Consolidated Balance Sheets. Our investment in NagraStar is accounted for using the equity method.

The table below summarizes our transactions with NagraStar:


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	11,957	$	11,770

	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	11,317	$	11,988
Commitments to NagraStar	$	5,779	$	5,630

Related Party Transactions with Dish Mexico

Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”) is an entity that provides direct-to-home satellite services in Mexico, which is owned 49% by EchoStar. We provide certain broadcast services and certain satellite services to Dish Mexico, which are recorded in “Equipment sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The table below summarizes our transactions with Dish Mexico:


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Sales:
Satellite capacity	$	—	$	5,462
Uplink services		729		1,295
Total	$	729	$	6,757

	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico	$	3,018	$	6,692

Basic and Diluted Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

3.Basic and Diluted Net Income (Loss) Per Share

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to DISH Network” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our Convertible Notes were converted.

The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).

The following table presents EPS amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands, except per share amounts)
Net income (loss)	$	448,846	$	641,563
Less: Net income (loss) attributable to noncontrolling interests, net of tax		16,195		11,339
Net income (loss) attributable to DISH Network - Basic		432,651		630,224
Interest on dilutive Convertible Notes, net of tax (1)		—		—
Net income (loss) attributable to DISH Network - Diluted	$	432,651	$	630,224

Weighted-average common shares outstanding - Class A and B common stock:
Basic		529,067		526,570
Dilutive impact of Convertible Notes		107,016		107,016
Dilutive impact of stock awards outstanding		387		174
Diluted		636,470		633,760

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	0.82	$	1.20
Diluted net income (loss) per share attributable to DISH Network	$	0.68	$	0.99

(1)	For both the three months ended March 31, 2022 and 2021, materially all of our interest expense was capitalized. See Note 2 for further information.

Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance-based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which is approximately $86.08 per share, subject to certain adjustments. As a consequence, the following are not included in the diluted EPS calculation.


	As of March 31,
	2022	2021

	(In thousands)
Anti-dilutive stock awards	11,259	9,286
Performance/market based options (1)	15,981	16,940
Restricted Performance Units/Awards	1,273	1,632
Common stock warrants	46,029	46,029
Total	74,542	73,887

(1)	The decrease primarily resulted from approximately 20% of the Ergen 2020 Performance Award vesting as of December 31, 2021, partially offset by grants of the 2022 Incentive Plan during the first quarter of 2022.

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Investments Measured at Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jul. 01, 2020
Fair value of marketable securities
Debt securities	$ 540,000,000
Fair value of derivative	721,000	$ 678,000
Fair value measurements on recurring basis
Fair value of marketable securities
Cash Equivalents (including restricted)	2,672,633	7,592,696
Total	541,275	3,004,214
Fair value measurements on recurring basis \| Commercial paper
Fair value of marketable securities
Total	358,994	2,533,875
Fair value measurements on recurring basis \| Corporate securities
Fair value of marketable securities
Total	180,246	462,999
Fair value measurements on recurring basis \| Other (including restricted)
Fair value of marketable securities
Total	580	5,445
Fair value measurements on recurring basis \| Equity securities
Fair value of marketable securities
Equity securities	1,455	1,895
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash Equivalents (including restricted)	230,850	83,302
Total	1,455	1,895
Fair value measurements on recurring basis \| Level 1 \| Equity securities
Fair value of marketable securities
Equity securities	1,455	1,895
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash Equivalents (including restricted)	2,441,783	7,509,394
Total	539,676	3,002,167
Fair value measurements on recurring basis \| Level 2 \| Commercial paper
Fair value of marketable securities
Total	358,994	2,533,875
Fair value measurements on recurring basis \| Level 2 \| Corporate securities
Fair value of marketable securities
Total	180,246	462,999
Fair value measurements on recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Total	436	5,293
Fair value measurements on recurring basis \| Level 3
Fair value of marketable securities
Total	144	152
Fair value measurements on recurring basis \| Level 3 \| Other (including restricted)
Fair value of marketable securities
Total	$ 144	$ 152
Boost Mobile Acquisition
Fair value of marketable securities
Spectrum purchase option fair value			$ 713,000

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

3 Months Ended

Mar. 31, 2022

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

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

5.	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
	March 31,		December 31,
	2022		2021

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	144	$	152
Strategic - trading/equity		1,455		1,895
Other		537,176		2,973,471
Total current marketable investment securities		538,775		2,975,518
Restricted marketable investment securities (1)		2,500		28,696
Total marketable investment securities		541,275		3,004,214

Restricted cash and cash equivalents (1)		102,551		5,306,072

Other investment securities:
Other investment securities		141,045		150,941
Total other investment securities		141,045		150,941

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	784,871	$	8,461,227

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

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 Condensed 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 “Total stockholders’ equity (deficit),” net of related deferred income tax on our Condensed 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Current Marketable Investment Securities – Strategic

Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of March 31, 2022, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

Current Marketable Investment Securities - Other

Our current other marketable investment securities portfolio includes 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 March 31, 2022 and December 31, 2021, 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.

In addition, as of December 31, 2021, our restricted marketable investment securities, together with our restricted cash and cash equivalents include the proceeds from the issuance of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028, which include certain restrictions which may vary in nature depending on the ultimate use of proceeds.

Other Investment Securities

We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investment securities” on our Condensed 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.

NagraStar L.L.C. We own a 50% interest in NagraStar L.L.C. (“NagraStar”), 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.

Invidi Technologies Corporation. In November 2016, we, AT&T Inc., and Cavendish Square Holding B.V., an affiliate of WPP plc, entered into a series of agreements to acquire Invidi Technologies Corporation (“Invidi”), an entity that provides proprietary software for the addressable advertising market.

TerreStar Solutions, Inc. In March 2019, we closed a transaction with TerreStar Solutions, Inc. (“TSI”) to acquire additional equity securities of TSI, an entity that holds certain 2 GHz wireless spectrum licenses in Canada, in exchange for certain Canadian assets, including, among other things, a portion of the satellite capacity on our T1 satellite, which we had acquired from TerreStar Networks, Inc. in 2012.

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.

Fair Value Measurements

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


	As of
	March 31, 2022								December 31, 2021
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	2,672,633	$	230,850	$	2,441,783	$	—	$	7,592,696	$	83,302	$	7,509,394	$	—

Debt securities (including restricted):
Commercial paper	$	358,994	$	—	$	358,994	$	—	$	2,533,875	$	—	$	2,533,875	$	—
Corporate securities		180,246		—		180,246		—		462,999		—		462,999		—
Other		580		—		436		144		5,445		—		5,293		152
Equity securities		1,455		1,455		—		—		1,895		1,895		—		—
Total	$	541,275	$	1,455	$	539,676	$	144	$	3,004,214	$	1,895	$	3,002,167	$	152

As of March 31, 2022, restricted and non-restricted marketable investment securities included debt securities of $540 million 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.

Derivative Instruments

We have the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses from T-Mobile at a fixed price in the future. This instrument meets the definition of a derivative and was valued based upon, among other things, our estimate of the underlying asset price, the expected term, volatility and the risk free rate of return. The instrument acquisition date fair value was $713 million. The derivative is remeasured quarterly. As of March 31, 2022 and December 31, 2021, the derivative’s fair value was $721 million and $678 million, respectively, and are included in “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets. All changes in the derivative’s fair value are recorded in “Other, net” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) until the option is either exercised or expires. See the table below. We account for our option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the Spectrum Purchase Agreement as a Level 3 derivative.

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

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


	For the Three Months Ended
	March 31,
Other, net:	2022		2021

	(In thousands)
Marketable investment securities - realized and unrealized gains (losses)	$	(448)	$	317
Derivative instruments - net realized and/or unrealized gains (losses) (1)		43,000		(4,000)
Costs related to early redemption of debt		(6)		(2,600)
Equity in earnings (losses) of affiliates		400		817
Other		(398)		205
Total	$	42,548	$	(5,261)

(1)This increase primarily resulted from an increase in the risk free rate of return. See above for further information on our valuation of derivative instruments.

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Feb. 28, 2017
NagraStar
Related Party Transactions
Ownership interest (as a percent)				50.00%
Dish Mexico
Related Party Transactions
Ownership interest (as a percent)	49.00%
NagraStar
Related Party Transactions
Purchases from related party	$ 11,957	$ 11,770
Amounts payable to related party	11,317		$ 11,988
Commitments to related party	5,779		5,630
Dish Mexico
Related Party Transactions
Revenue from related party	729	6,757
Amounts receivable from related party	3,018		$ 6,692
Dish Mexico \| Satellite Capacity
Related Party Transactions
Revenue from related party		5,462
Dish Mexico \| Uplink Services
Related Party Transactions
Revenue from related party	$ 729	$ 1,295

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
Operating lease cost	$ 61,102	$ 14,783
Short-term lease cost	3,554	3,472
Amortization of right-of-use assets	9,893	17,829
Interest on lease liabilities	2,732	4,288
Total finance lease cost	12,625	22,117
Total lease costs	$ 77,281	$ 40,372

Supplemental Data - Statements of Cash Flows (Tables)

3 Months Ended

Mar. 31, 2022

Supplemental Data - Statements of Cash Flows

Schedule of supplemental cash flow and other non-cash data


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Cash paid for interest (including capitalized interest)	$	277,056	$	277,849
Cash received for interest		4,388		457
Cash paid for income taxes		3,871		1,082
Capitalized interest (1)		267,305		208,452
Employee benefits paid in Class A common stock		—		30,304
Convertible debt reclassified per ASU 2020-06		—		1,051,344
Deferred taxes reclassified per ASU 2020-06		—		245,778
Vendor financing		12,140		26,463
FCC licenses reclassification (2)		—		912,939
Purchases of wireless equipment		431,636		21,750
Asset retirement obligation		48,237		—

(1)	See Note 2 for further information.

(2)	See Note 10 for further information.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities:
Net income (loss)	$ 448,846	$ 641,563
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	176,341	190,385
Realized and unrealized losses (gains) on investments and derivatives and other	(42,546)	6,283
Non-cash, stock-based compensation	15,285	19,375
Deferred tax expense (benefit)	122,386	147,285
Changes in allowance for credit losses	(4,599)	(15,653)
Change in long-term deferred revenue and other long-term liabilities	4,017	(5,117)
Other, net	58,885	9,138
Changes in current assets and current liabilities, net	(73,271)	132,239
Net cash flows from operating activities	705,344	1,125,498
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(55,200)	(139,692)
Sales and maturities of marketable investment securities	2,512,274	381,595
Purchases of property and equipment	(629,374)	(115,096)
Capitalized interest related to FCC authorizations (Note 2)	(266,917)	(281,721)
Refund of FCC authorization deposit		337,490
Purchases of FCC authorizations, including deposits (Note 10)	(7,206,757)
Other, net	3,348	2,006
Net cash flows from investing activities	(5,642,626)	184,582
Cash Flows From Financing Activities:
Repayment of long-term debt and finance lease obligations	(5,818)	(19,149)
Redemption and repurchases of senior notes	(1,175)	(205,354)
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan	4,616	6,389
Other, net	4,428	(11,341)
Net cash flows from financing activities	2,051	(229,455)
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents	(4,935,231)	1,080,625
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5)	7,734,260	3,453,994
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5)	$ 2,799,029	$ 4,534,619

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment and Intangible Assets

7.Property and Equipment

Property and equipment consisted of the following:



	Depreciable			As of
	Life			March 31,		December 31,
	(In Years)			2022		2021

				(In thousands)
Equipment leased to customers	2	-	5	$	1,470,592	$	1,530,943
Satellites	4	-	15		1,734,024		1,734,024
Satellites acquired under finance lease agreements		15			567,870		567,870
Furniture, fixtures, equipment and other	2	-	20		2,463,369		2,350,839
Buildings and improvements	5	-	40		378,474		376,952
Land		-			17,513		17,513
Construction in progress		-			1,914,929		1,309,757
Total property and equipment					8,546,771		7,887,898
Accumulated depreciation					(4,680,717)		(4,630,111)
Property and equipment, net				$	3,866,054	$	3,257,787

Construction in progress consisted of the following:


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Pay-TV	$	34,083	$	39,269
Wireless		1,880,846		1,270,488
Total construction in progress	$	1,914,929	$	1,309,757

Depreciation and amortization expense consisted of the following:


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Equipment leased to customers	$	51,273	$	64,262
Satellites		39,806		50,193
Buildings, furniture, fixtures, equipment and other		48,115		31,166
Intangible assets		37,147		44,764
Total depreciation and amortization	$	176,341	$	190,385

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

Satellites

Pay-TV Satellites. We currently utilize 11 satellites in geostationary orbit approximately 22,300 miles above the equator, seven of which we own and depreciate over their estimated useful life. We currently utilize certain capacity on one satellite that we lease from EchoStar, which is accounted for as an operating lease. We also lease three satellites from third parties: Ciel II, which is accounted for as an operating lease, and Anik F3 and Nimiq 5, which are accounted for as financing leases and are each depreciated over their economic life. As of March 31, 2022, the Anik F3 satellite was accounted for as a finance lease and was fully depreciated. However, during April 2022, we extended this lease and as a result, Anik F3 will subsequently be accounted for as an operating lease.

As of March 31, 2022, our pay-TV satellite fleet consisted of the following:


		Degree	Lease
	Launch	Orbital	Termination
Satellites	Date	Location	Date
Owned:
EchoStar X	February 2006	110	N/A
EchoStar XI	July 2008	110	N/A
EchoStar XIV	March 2010	119	N/A
EchoStar XV	July 2010	61.5	N/A
EchoStar XVI	November 2012	61.5	N/A
EchoStar XVIII	June 2016	61.5	N/A
EchoStar XXIII	March 2017	67.9	N/A

Leased from EchoStar (1):
EchoStar IX	August 2003	121	Month to month

Leased from Other Third Party:
Anik F3 (2)	April 2007	118.7	April 2025
Ciel II	December 2008	129	July 2023
Nimiq 5	September 2009	72.7	September 2024

(1)	See Note 13 for further information on our Related Party Transactions with EchoStar.

(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.

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Maturities of lease liabilities: Operating lease
2022 (remaining nine months)	$ 98,534
2023	153,190
2024	173,550
2025	195,849
2026	218,969
Thereafter	2,255,337
Total lease payments	3,095,429
Less: Imputed interest	(1,052,491)
Total	2,042,938	$ 1,529,143
Less: Current portion	(98,286)	(75,748)
Long-term portion of lease obligations	1,944,652	1,453,395
Maturities of lease liabilities: Finance lease
2022 (remaining nine months)	37,811
2023	41,030
2024	30,707
Total lease payments	109,548
Less: Imputed interest	(14,310)
Total	95,238	99,658
Less: Current portion	(36,078)	(34,772)
Long-term portion of lease obligations	59,160	$ 64,886
Future minimum payments for total lease liabilities
2022 (remaining nine months)	136,345
2023	194,220
2024	204,257
2025	195,849
2026	218,969
Thereafter	2,255,337
Total lease payments	3,204,977
Less: Imputed interest	(1,066,801)
Total	2,138,176
Less: Current portion	(134,364)
Long-term portion of lease obligations	$ 2,003,812

Commitments and Contingencies (Details) person in Thousands, $ in Thousands												1 Months Ended			3 Months Ended			171 Months Ended
	Jun. 14, 2023	Jun. 14, 2022	Apr. 20, 2022 USD ($)	Jan. 14, 2022 USD ($) item	Jul. 14, 2021	Dec. 30, 2020 USD ($)	Jul. 26, 2019 USD ($)	Jun. 07, 2018 USD ($)	Jun. 06, 2018	Sep. 23, 2016 USD ($)	Aug. 18, 2015 USD ($)	Dec. 31, 2027	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022 USD ($) item city person	Mar. 31, 2021 USD ($)	Mar. 31, 2018 USD ($) item	Mar. 31, 2022 USD ($) item	Jun. 14, 2025	Dec. 31, 2021 USD ($)
Commitment and Contingencies
Network development current and future expenditures															$ 10,000,000
Number of markets which are under construction \| item															60
Number of cities to which 5G network service deployment is under construction \| city															260
Number of population to whom 5G network service deployment is under construction \| person															50
Payment to acquire certain wireless licenses and related assets																		$ 30,000,000
Aggregate amount to be paid to the winning bids															$ 7,328,000
Proceeds from Refund of Deposits on Auction																$ 337,490
Percentage of Population 5G Services offered	50.00%	20.00%													70.00%			70.00%	75.00%
Percentage of Population Northstar Wireless and SNR Wireless offered												75.00%
FCC authorizations				$ 36,216,456											$ 28,888,467			$ 28,888,467		$ 28,632,665
Commitments relating to AWS-3 Auction
Noncontrolling Interest in Variable Interest Entity															10,000,000			10,000,000
Capitalized interest on FCC authorizations [Member]
Commitment and Contingencies
Percentage of Population 5G Services offered																			70.00%
FCC authorizations															$ 7,000,000			7,000,000
Spectrum Purchase Agreement
Commitment and Contingencies
Purchase price							$ 3,590,000
Class B common stock
Commitment and Contingencies
Ownership percentage						97.00%
Payment For Purchase Agreement						$ 312,000
Class B common stock \| Northstar Manager LLC
Commitment and Contingencies
Equity Method Investment, Ownership Percentage						3.00%
Wireless
Commitment and Contingencies
Number of cities to which 5G network service deployment is under construction \| item															260
Number of population to whom 5G network service deployment is under construction \| item															50,000
Percentage of population for deploy 5G services	70.00%	20.00%											70.00%	20.00%
Payment to acquire certain wireless licenses and related assets																		20,000,000
FCC authorizations															$ 12,370,072			12,370,072
H Block Licenses
Commitment and Contingencies
FCC authorizations															1,671,506			1,671,506
DBS Licenses.
Commitment and Contingencies
FCC authorizations															677,409			677,409
700 MHz Licenses
Commitment and Contingencies
FCC authorizations															711,871			711,871
600 MHz Licenses
Commitment and Contingencies
FCC authorizations															6,212,579			6,212,579
MVDDS
Commitment and Contingencies
FCC authorizations															24,000			24,000
28 GHz Licenses
Commitment and Contingencies
FCC authorizations															2,883			2,883
24 GHz Licenses
Commitment and Contingencies
FCC authorizations															11,772			11,772
37 Ghz, 39 Ghz and 47 Ghz Licenses
Commitment and Contingencies
FCC authorizations															202,533			202,533
3550-3650 MHz Licenses
Commitment and Contingencies
FCC authorizations															912,939			912,939
Ghz 3.7 to 3.98
Commitment and Contingencies
FCC authorizations															2,580			2,580
Ghz 3.45 to 3.55
Commitment and Contingencies
Aggregate amount to be paid to the winning bids				7,328,000											7,328,000
FCC authorizations				$ 7,327,989
Number of priority access licenses \| item				1,232
Northstar Licenses
Commitment and Contingencies
FCC authorizations															$ 5,618,930			5,618,930
AWS-3 Licenses
Commitment and Contingencies
Accelerated build out period															2 years
FCC authorizations															$ 9,890,389			9,890,389
AWS-4 Licenses
Commitment and Contingencies
FCC authorizations															1,940,000			1,940,000
SNR Licenses
Commitment and Contingencies
FCC authorizations															4,271,459			4,271,459
Capitalized Interest
Commitment and Contingencies
FCC authorizations															6,628,006			6,628,006
Northstar Spectrum And SNR Holdco
Commitment and Contingencies
Ownership interest															411,000			411,000		395,000
Commitments relating to AWS-3 Auction
Noncontrolling Interest in Variable Interest Entity															$ 10,000,000			$ 10,000,000
Northstar Spectrum And SNR Holdco \| AWS-3 Licenses
Commitment and Contingencies
Interim Build-out Requirement (as a percent)															40.00%
Final Build-out Requirement (as a percent)															75.00%
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement															2 years
Commitments relating to AWS-3 Auction
Percentage of bidding credit															25.00%
Northstar Wireless or Northstar Spectrum
Commitment and Contingencies
Ownership percentage															85.00%
Loan made															$ 69,000
Interim payment percentage															15.00%
Re-Auction payment															$ 1,892,000
Overpayment of interim payment															$ 334,000
Commitments relating to AWS-3 Auction
Controlling interest owned by other companies															15.00%
Equity contribution																	$ 133,000
Northstar Wireless or Northstar Spectrum \| Preferred Class A
Commitment and Contingencies
Ownership percentage															100.00%
Northstar Wireless or Northstar Spectrum \| AWS 3 Auction
Commitment and Contingencies
Interim Payment															$ 334,000
Interim payment percentage															15.00%
Northstar Wireless or Northstar Spectrum \| Northstar Licenses
Commitment and Contingencies
Number of wireless spectrum licenses \| item															261			261
Commitments relating to AWS-3 Auction
Gross winning bids															$ 5,619,000
Bidding credit value											$ 1,961,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses
Commitment and Contingencies
Non-payment gross winning bids															2,226,000			$ 2,226,000
Commitments relating to AWS-3 Auction
Gross winning bids															$ 7,845,000
Percentage of bidding credit										25.00%					25.00%
Net winning bid															$ 5,884,000
Bidding credit value										$ 3,300,000
Northstar Wireless or Northstar Spectrum \| SNR Licenses
Commitments relating to AWS-3 Auction
Percentage of bidding credit											25.00%
SNR Wireless or SNR Wireless Holdco
Commitment and Contingencies
Number of wireless spectrum licenses \| item															244			244
Loan made															$ 344,000
Non-payment gross winning bids															$ 1,211,000			$ 1,211,000
Interim payment percentage															15.00%
Re-Auction payment															$ 1,029,000
Debt outstanding amount																	5,065,000
Principal amount of debt																	500,000
Window of days for management to put its interest								90 days	30 days
Additional days allowed for management to put its interest								90 days	90 days
Overpayment of interim payment															182,000
Additional loan to pay gross winning bids															$ 344,000
Commitments relating to AWS-3 Auction
Controlling interest owned by other companies															15.00%
Equity contribution																	$ 93,000
Gross winning bids															$ 4,271,000
Value of ownership rights accrued															$ 323,000			$ 323,000
SNR Wireless or SNR Wireless Holdco \| Preferred Class A
Commitment and Contingencies
Number shares issued in conversion \| item																	5,065,415
Preferred stock quarterly distribution (as a percent)																	12.00%
SNR Wireless or SNR Wireless Holdco \| Maximum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)								12.00%
Interest rate (as a percent)																	12.00%
Window of days for management to put its interest								90 days
SNR Wireless or SNR Wireless Holdco \| Minimum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)								8.00%
Interest rate (as a percent)															6.00%			6.00%
Window of days for management to put its interest									30 days
SNR Wireless or SNR Wireless Holdco \| AWS 3 Auction
Commitments relating to AWS-3 Auction
Gross winning bids															$ 5,482,000
SNR Wireless or SNR Wireless Holdco \| AWS-3 Licenses
Commitment and Contingencies
Non-payment gross winning bids															1,211,000			$ 1,211,000
SNR Wireless or SNR Wireless Holdco \| SNR Licenses
Commitment and Contingencies
Interim Payment															182,000
Non-payment gross winning bids															$ 1,211,000			1,211,000
Interim payment percentage															15.00%
Additional Bid Withdrawal Payment															$ 3,000
Commitments relating to AWS-3 Auction
Percentage of bidding credit															25.00%
Net winning bid															$ 4,112,000
Bid withdrawal payment															$ 8,000
Bidding credit value											$ 1,370,000
SNR Wireless or SNR Wireless Holdco Class B Interests [Member]
Commitment and Contingencies
Ownership percentage															85.00%
SNR Wireless or SNR Wireless Holdco Class A Interests [Member]
Commitment and Contingencies
Ownership percentage															100.00%
American II. \| Class B common stock
Commitment and Contingencies
Ownership percentage						80.00%
Prior Arrangement \| Northstar Licenses
Commitment and Contingencies
Non-payment gross winning bids															$ 2,226,000			2,226,000
Prior Arrangement \| Northstar Wireless or Northstar Spectrum
Commitment and Contingencies
Non-payment gross winning bids															$ 2,226,000			2,226,000
Commitments relating to AWS-3 Auction
Number of licenses returned \| item															84
Prior Arrangement \| SNR Wireless or SNR Wireless Holdco \| SNR Licenses
Commitments relating to AWS-3 Auction
Number of licenses returned \| item															113
Northstar Operative Agreement \| Northstar Spectrum And SNR Holdco
Commitment and Contingencies
Debt outstanding amount																	$ 6,870,000
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum
Commitment and Contingencies
Principal amount of debt																	$ 500,000
Removal of consent for unsecured financing and equipment financing								$ 25,000
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| Preferred Class A
Commitment and Contingencies
Number shares issued in conversion \| item																	6,870,493
Preferred stock quarterly distribution (as a percent)																	12.00%
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| Maximum
Commitment and Contingencies
Interest rate (as a percent)																	12.00%
Loan balance maturity period								10 years
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| Minimum
Commitment and Contingencies
Interest rate (as a percent)																	6.00%
Loan balance maturity period									7 years
SNR Operative Agreement \| SNR Wireless or SNR Wireless Holdco
Commitment and Contingencies
Loan balance maturity period								10 years	7 years
Removal of consent for unsecured financing and equipment financing								$ 25,000
Network Services Agreement \| DISH Network L.L.C.
Commitment and Contingencies
Agreement Term					10 years
5G network deployment obligations
Commitment and Contingencies
Total															$ 1,650,000			1,650,000
Contractual Obligation															1,650,000			1,650,000
Interest expense on finance lease obligations
Commitment and Contingencies
Total															841,000			841,000
Contractual Obligation															841,000			841,000
Satellite-related obligations
Commitment and Contingencies
2022 (remaining nine months)															2,498,190			2,498,190
2023															1,025,629			1,025,629
2024															1,110,322			1,110,322
2025															1,185,113			1,185,113
2026															1,179,142			1,179,142
Thereafter															4,846,074			4,846,074
Total															11,844,470			11,844,470		12,685,000
Decrease in contractual obligations															635,000
Contractual Obligation															$ 11,844,470			$ 11,844,470		$ 12,685,000
SNR Credit Agreement \| SNR Wireless or SNR Wireless Holdco
Commitment and Contingencies
Loan made																	$ 500,000
Northstar Credit Agreement \| Northstar Wireless or Northstar Spectrum
Commitment and Contingencies
Loan made																	500,000
Principal amount of debt																	$ 500,000
Subsequent event \| 5G network deployment obligations \| Long term agreement for radio, software and integration services
Commitment and Contingencies
Network Development Future Expenditures			$ 1,200,000

Long-Term Debt and Finance Lease Obligations

3 Months Ended

Mar. 31, 2022

Long-Term Debt and Finance Lease Obligations

Long-Term Debt and Finance Lease Obligations

9.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 March 31, 2022 and December 31, 2021:


	As of
	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

	(In thousands)
5 7/8% Senior Notes due 2022 (1)	$	1,998,825	$	2,010,738	$	2,000,000	$	2,039,700
5% Senior Notes due 2023 (2)		1,500,000		1,506,990		1,500,000		1,541,670
2 3/8% Convertible Notes due 2024		1,000,000		936,660		1,000,000		966,990
5 7/8% Senior Notes due 2024		2,000,000		1,998,840		2,000,000		2,060,180
0% Convertible Notes due 2025		2,000,000		1,946,680		2,000,000		2,016,880
7 3/4% Senior Notes due 2026		2,000,000		1,987,520		2,000,000		2,122,700
3 3/8% Convertible Notes due 2026		3,000,000		2,715,000		3,000,000		2,844,030
5 1/4% Senior Secured Notes due 2026		2,750,000		2,624,160		2,750,000		2,792,900
7 3/8% Senior Notes due 2028		1,000,000		949,450		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028		2,500,000		2,368,350		2,500,000		2,520,650
5 1/8 % Senior Notes due 2029		1,500,000		1,274,730		1,500,000		1,365,645
Other notes payable		147,811		147,811		137,069		137,069
Subtotal		21,396,636	$	20,466,929		21,387,069	$	21,425,474
Unamortized deferred financing costs and other debt discounts, net		(66,192)				(69,711)
Finance lease obligations (3)		95,238				99,658
Total long-term debt and finance lease obligations (including current portion)	$	21,425,682			$	21,417,016

(1)	During the three months ended March 31, 2022, we repurchased approximately $1 million of our 5 7/8% Senior Notes due 2022 in open market trades. The remaining balance of approximately $1.999 billion matures on July 15, 2022.

(2)	Our 5% Senior Notes due 2023 mature on March 15, 2023 and have been reclassified to “Current portion of long-term debt and finance lease obligations” on our Condensed Consolidated Balance Sheets as of March 31, 2022.

(3)	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).

Future Capital Requirements

We expect to incur significant expenditures in 2022 related to our 5G Network Deployment, including, but not limited to, capital expenditures associated with our 5G Network Deployment, and the potential purchase of additional wireless spectrum licenses. The amount of capital required will also depend on, among other things, debt maturities (as detailed in the table above) and the levels of investment necessary to support potential strategic initiatives that may arise from time to time. These factors, including, but not limited to, a reduction in our available future cash flows as a result of our 5G Network Deployment and debt maturities, will require us to raise additional capital in the future, which may not be available on favorable terms.

Convertible Notes

2 3/8% Convertible Notes due 2024

On March 17, 2017, we issued $1.0 billion aggregate principal amount of the Convertible Notes due March 15, 2024 in a private placement. Interest accrues at an annual rate of 2 3/8% and is payable semi-annually in cash, in arrears on March 15 and September 15 of each year.

The Convertible Notes due 2024 are:

●

our general unsecured obligations;

●

ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2024;

●

ranked equally in right of payment with all of our existing and future unsecured senior indebtedness;

●

ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;

●

ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and

●

not guaranteed by our subsidiaries.

We may not redeem the Convertible Notes due 2024 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2024, holders may require us to repurchase for cash all or part of their Convertible Notes due 2024 at a repurchase price equal to 100% of the principal amount of such Convertible Notes due 2024, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

The indenture related to the Convertible Notes due 2024 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.

Subject to the terms of the related indenture, the Convertible Notes due 2024 may be converted at an initial conversion rate of 12.1630 shares of our Class A common stock per $1,000 principal amount of Convertible Notes due 2024 (equivalent to an initial conversion price of approximately $82.22 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after October 15, 2023 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2024 will also have the right to convert the Convertible Notes due 2024 at the Initial Conversion Rate prior to October 15, 2023, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.

0% Convertible Notes due 2025

On December 21, 2020, we issued $2.0 billion aggregate principal amount of the Convertible Notes due December 15, 2025 in a private placement. These notes will not bear interest, and the principal amount of the Notes will not accrete.

The Convertible Notes due 2025 are:

●

our general unsecured obligations;

●

ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2025;

●

ranked equally in right of payment with all of our existing and future unsecured senior indebtedness;

●

ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;

●

ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and

●

not guaranteed by our subsidiaries.

We may not redeem the Convertible Notes due 2025 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2025, holders may require us to repurchase for cash all or part of their Convertible Notes due 2025 at a repurchase price equal to 100% of the principal amount of such Convertible Notes due 2025, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

The indenture related to the Convertible Notes due 2025 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.

Subject to the terms of the related indenture, the Convertible Notes due 2025 may be converted at an initial conversion rate of 24.4123 shares of our Class A common stock per $1,000 principal amount of the Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $40.96 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after July 15, 2025 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2025 will also have the right to convert the Convertible Notes due 2025 at the Initial Conversion Rate prior to July 15, 2025, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.

3 3/8% Convertible Notes due 2026

On August 8, 2016, we issued $3.0 billion aggregate principal amount of the Convertible Notes due August 15, 2026 in a private unregistered offering. Interest accrues at an annual rate of 3 3/8% and is payable semi-annually in cash, in arrears on February 15 and August 15 of each year.

The Convertible Notes due 2026 are:

●

our general unsecured obligations;

●

ranked senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the Convertible Notes due 2026;

●

ranked equally in right of payment with all of our existing and future unsecured senior indebtedness;

●

ranked effectively junior to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;

●

ranked structurally junior to all indebtedness and other liabilities of our subsidiaries; and

●

not guaranteed by our subsidiaries.

We may not redeem the Convertible Notes due 2026 prior to the maturity date. If a “fundamental change” (as defined in the related indenture) occurs prior to the maturity date of the Convertible Notes due 2026, holders may require us to repurchase for cash all or part of their Convertible Notes due 2026 at a specified make-whole price equal to 100% of the principal amount of such Convertible Notes due 2026, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

The indenture related to the Convertible Notes due 2026 does not contain any financial covenants and does not restrict us from paying dividends, issuing or repurchasing our other securities, issuing new debt (including secured debt) or repaying or repurchasing our debt.

Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of 15.3429 shares of our Class A common stock per $1,000 principal amount of Convertible Notes due 2026 (equivalent to an initial conversion price of approximately $65.18 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after March 15, 2026 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2026 will also have the right to convert the Convertible Notes due 2026 at the Initial Conversion Rate prior to March 15, 2026, but only upon the occurrence of specified events described in the related indenture.

The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.

Convertible Note Hedge and Warrant Transactions

In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of our Class A common stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately 46 million shares of our Class A common stock at a price of approximately $65.18 per share. The total cost of the convertible note hedge transactions was $635 million. Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of our Class A common stock, which initially gives the option counterparties the option to purchase approximately 46 million shares of our Class A common stock at a price of approximately $86.08 per share. We received $376 million in cash proceeds from the sale of these warrants. For us, the economic effect of these transactions is to effectively raise the initial conversion price from approximately $65.18 per share of our Class A common stock to approximately $86.08 per share of our Class A common stock (thus effectively raising the conversion premium on the Convertible Notes due 2026 from approximately 32.5% to approximately 75%). In accordance with accounting guidance on hedge and warrant transactions, the net cost incurred in connection with the convertible note hedge and warrant transactions are recorded as a reduction in “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” on our Consolidated Balance Sheets as of December 31, 2016.

We will not be required to make any cash payments to each option counterparty or its affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but will be entitled to receive from them a number of shares of Class A common stock, an amount of cash or a combination thereof. This consideration is generally based on the amount by which the market price per share of Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of Class A common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, we will owe each option counterparty a number of shares of Class A common stock in an amount based on the excess of such market price per share of Class A common stock over the strike price of the warrants. However, as specified under the terms of the warrant transactions, we may elect to settle the warrants in cash.

Intercompany Loan

The net proceeds from the offering of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028 (the “Senior Notes”) issued on November 26, 2021 were used by DISH DBS 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 DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including, but not limited to, our 5G Network Deployment. DISH DBS may make additional advances to DISH Network under the Intercompany Loan, and on February 11, 2022, DISH DBS advanced an additional $1.5 billion to DISH Network under the Intercompany Loan. As of March 31, 2022, the total Intercompany Loan amount outstanding was $6.750 billion. 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 DISH DBS’s 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 cash proceeds of the Intercompany Loan of $6.750 billion were paid to the FCC in connection with our 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. The remaining balance of our winning bids of approximately $455 million was paid from cash and marketable investment securities balances at that time, for a total of approximately $7.205 billion.

Supplemental Data - Statements of Cash Flows

3 Months Ended

Mar. 31, 2022

Supplemental Data - Statements of Cash Flows

Supplemental Data - Statements of Cash Flows

4.Supplemental Data - Statements of Cash Flows

The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases.


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Cash paid for interest (including capitalized interest)	$	277,056	$	277,849
Cash received for interest		4,388		457
Cash paid for income taxes		3,871		1,082
Capitalized interest (1)		267,305		208,452
Employee benefits paid in Class A common stock		—		30,304
Convertible debt reclassified per ASU 2020-06		—		1,051,344
Deferred taxes reclassified per ASU 2020-06		—		245,778
Vendor financing		12,140		26,463
FCC licenses reclassification (2)		—		912,939
Purchases of wireless equipment		431,636		21,750
Asset retirement obligation		48,237		—

(1)	See Note 2 for further information.

(2)	See Note 10 for further information.

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 1,972,455	$ 1,493,410
Other current liabilities	$ 98,286	$ 75,748
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 1,944,652	$ 1,453,395
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities	Operating lease liabilities
Total	$ 2,042,938	$ 1,529,143
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Accounts Payable, Current, Operating lease liabilities	Accounts Payable, Current, Operating lease liabilities
Property and equipment, gross	$ 8,546,771	$ 7,887,898
Accumulated depreciation	(4,680,717)	(4,630,111)
Property and equipment, net	3,866,054	3,257,787
Other current liabilities	$ 36,078	$ 34,772
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Capital Lease Obligations, Current	Long-term Debt and Capital Lease Obligations, Current
Other long-term liabilities	$ 59,160	$ 64,886
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long Term Debt And Finance Lease Obligations Net Of Current Portion	Long Term Debt And Finance Lease Obligations Net Of Current Portion
Total	$ 95,238	$ 99,658
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion	Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion
Operating Lease, Weighted Average Remaining Lease Term	12 years 9 months 18 days	12 years 10 months 24 days
Finance Lease, Weighted Average Remaining Lease Term	2 years 6 months	2 years 7 months 6 days
Operating Lease, Weighted Average Discount Rate, Percent	5.80%	5.30%
Finance Lease, Weighted Average Discount Rate, Percent	11.10%	11.00%
Property and equipment [Member]
Lessee, Lease, Description [Line Items]
Property and equipment, gross	$ 568,889	$ 568,889
Accumulated depreciation	(509,082)	(499,188)
Property and equipment, net	$ 59,807	$ 69,701

Property and Equipment - Additional Information (Details) - item	1 Months Ended	3 Months Ended
	Apr. 30, 2022	Mar. 31, 2022
Pay-TV Satellites
Property, Plant and Equipment [Line Items]
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator		11
Owned Satellites		7
Number of satellites utilized under operating lease		1
Number Of Satellites Leased		3
Anik F3 Satellite [Member]
Property, Plant and Equipment [Line Items]
Satellite lease term	2 years
Satellite lease extension term	1 year

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Tables)

3 Months Ended

Mar. 31, 2022

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

Schedule of marketable investment securities, restricted cash and cash equivalents, and other investment securities


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	144	$	152
Strategic - trading/equity		1,455		1,895
Other		537,176		2,973,471
Total current marketable investment securities		538,775		2,975,518
Restricted marketable investment securities (1)		2,500		28,696
Total marketable investment securities		541,275		3,004,214

Restricted cash and cash equivalents (1)		102,551		5,306,072

Other investment securities:
Other investment securities		141,045		150,941
Total other investment securities		141,045		150,941

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	784,871	$	8,461,227

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

Schedule of fair value measurements


	As of
	March 31, 2022								December 31, 2021
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	2,672,633	$	230,850	$	2,441,783	$	—	$	7,592,696	$	83,302	$	7,509,394	$	—

Debt securities (including restricted):
Commercial paper	$	358,994	$	—	$	358,994	$	—	$	2,533,875	$	—	$	2,533,875	$	—
Corporate securities		180,246		—		180,246		—		462,999		—		462,999		—
Other		580		—		436		144		5,445		—		5,293		152
Equity securities		1,455		1,455		—		—		1,895		1,895		—		—
Total	$	541,275	$	1,455	$	539,676	$	144	$	3,004,214	$	1,895	$	3,002,167	$	152

Schedule of gains and losses on sales and changes in carrying amounts of investments


	For the Three Months Ended
	March 31,
Other, net:	2022		2021

	(In thousands)
Marketable investment securities - realized and unrealized gains (losses)	$	(448)	$	317
Derivative instruments - net realized and/or unrealized gains (losses) (1)		43,000		(4,000)
Costs related to early redemption of debt		(6)		(2,600)
Equity in earnings (losses) of affiliates		400		817
Other		(398)		205
Total	$	42,548	$	(5,261)

Segment Reporting (Details) $ in Thousands	3 Months Ended
Segment Reporting (Details) $ in Thousands	Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment information
Number of primary operating business segments \| segment	2
Total assets	$ 49,201,652		$ 48,001,725
Revenues	4,330,620	$ 4,497,853
Depreciation and amortization	176,341	190,385
Operating income (loss)	550,360	864,576
Interest income	4,849	1,970
Other, net	42,548	(5,261)
Income tax (provision) benefit, net	(144,310)	(215,849)
Net income (loss)	448,846	641,563
United States
Segment information
Revenues	4,322,176	4,485,863
Canada And Mexico
Segment information
Revenues	8,444	11,990
Pay-TV \| Operating segment
Segment information
Total assets	44,499,312		43,799,761
Revenues	3,167,563	3,203,969
Operating income (loss)	752,046	772,743
Wireless \| Operating segment
Segment information
Total assets	42,134,857		33,310,090
Revenues	1,165,457	1,294,649
Operating income (loss)	(201,686)	91,833
All Other & Eliminations \| Eliminations
Segment information
Total assets	(37,432,517)		$ (29,108,126)
Revenues	(2,400)	(765)
Pay-TV video and related revenue
Segment information
Revenues	3,129,734	3,164,367
Wireless services and related revenue
Segment information
Revenues	945,388	1,045,167
Equipment sales and other revenue \| All other
Segment information
Revenues	(2,400)	(765)
Equipment sales and other revenue \| Pay-TV
Segment information
Revenues	37,829	39,602
Equipment sales and other revenue \| Wireless
Segment information
Revenues	$ 220,069	$ 249,482

Contract Balances

3 Months Ended

Mar. 31, 2022

Contract Balances

Contract Balances

12.Contract Balances

Our valuation and qualifying accounts as of March 31, 2022 were as follows:


Allowance for credit losses	Balance at Beginning of Period		Current Period Provision for Expected Credit Losses		Write-offs Charged Against Allowance		Balance at End of Period

	(In thousands)
For the three months ended March 31, 2022	$	38,534	$	12,935	$	(17,534)	$	33,935

Contract liabilities arise when we bill our customers and receive consideration in advance of providing the service. Contract liabilities are recognized as revenue when the service has been provided to the customer. Contract liabilities are recorded in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets.


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Contract liabilities	$	719,220	$	714,428

Our beginning of period contract liability recorded as customer contract revenue during 2022 was $690 million.

We apply a practical expedient and do not disclose the value of the remaining performance obligations for contracts that are less than one year in duration, which represent a substantial majority of our revenue. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of our future revenue.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting

Schedule of assets, revenue, and operating income by segment

The total assets, revenue and operating income by segment were as follows:


	As of
	March 31,		December 31,
	2022		2021

	(In thousands)
Total assets:
Pay-TV	$	44,499,312	$	43,799,761
Wireless (1)		42,134,857		33,310,090
Eliminations (1)		(37,432,517)		(29,108,126)
Total assets	$	49,201,652	$	48,001,725

(1)	The increase primarily resulted from intercompany advances to purchase the 3.45–3.55 GHz band licenses. See Note 10 for further information.


	For the Three Months Ended
	March 31,
	2022		2021

	(In thousands)
Revenue:
Pay-TV	$	3,167,563	$	3,203,969
Wireless		1,165,457		1,294,649
Eliminations		(2,400)		(765)
Total revenue	$	4,330,620	$	4,497,853

Operating income (loss):
Pay-TV	$	752,046	$	772,743
Wireless		(201,686)		91,833
Total operating income (loss)	$	550,360	$	864,576

Schedule of revenue by geographical region


	For the Three Months Ended
	March 31,
Revenue:	2022		2021

	(In thousands)
United States	$	4,322,176	$	4,485,863
Canada and Mexico		8,444		11,990
Total revenue	$	4,330,620	$	4,497,853

Revenue from external customers disaggregated by major revenue source


	For the Three Months Ended
	March 31,
Category:	2022		2021

	(In thousands)
Pay-TV subscriber and related revenue	$	3,129,734	$	3,164,367
Wireless services and related revenue		945,388		1,045,167
Pay-TV equipment sales and other revenue		37,829		39,602
Wireless equipment sales and other revenue		220,069		249,482
Eliminations		(2,400)		(765)
Total	$	4,330,620	$	4,497,853

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Other Income Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other Income (Expense)
Marketable investment securities - realized and unrealized gains (losses)	$ (448)	$ 317
Derivative instruments - net realized and/or unrealized gains (losses)	43,000	(4,000)
Costs related to early redemption of debt	(6)	(2,600)
Equity in earnings (losses) of affiliates	400	817
Other (Note 6)	(398)	205
Total	$ 42,548	$ (5,261)

Long-Term Debt and Finance Lease Obligations - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument
Carrying Value	$ 21,396,636	$ 21,387,069
Fair Value	20,466,929	21,425,474
Unamortized deferred financing costs and other debt discounts, net	(66,192)	(69,711)
Finance lease obligations	95,238	99,658
Total long-term debt and finance lease obligations (including current portion)	21,425,682	21,417,016
5 7/8% Senior Notes due 2022
Debt Instrument
Carrying Value	1,998,825	2,000,000
Fair Value	$ 2,010,738	2,039,700
Interest rate (as a percent)	5.875%
Debt repurchased	$ 1,000
Outstanding debt	1,999,000
5% Senior Notes due 2023
Debt Instrument
Carrying Value	1,500,000	1,500,000
Fair Value	$ 1,506,990	1,541,670
Interest rate (as a percent)	5.00%
2 3/8% Convertible Notes due 2024
Debt Instrument
Carrying Value	$ 1,000,000	1,000,000
Fair Value	$ 936,660	966,990
Interest rate (as a percent)	2.375%
5 7/8% Senior Notes due 2024
Debt Instrument
Carrying Value	$ 2,000,000	2,000,000
Fair Value	$ 1,998,840	2,060,180
Interest rate (as a percent)	5.875%
0% Convertible Notes due 2025
Debt Instrument
Carrying Value	$ 2,000,000	2,000,000
Fair Value	$ 1,946,680	2,016,880
Interest rate (as a percent)	0.00%
7 3/4% Senior Notes due 2026
Debt Instrument
Carrying Value	$ 2,000,000	2,000,000
Fair Value	$ 1,987,520	2,122,700
Interest rate (as a percent)	7.75%
3 3/8% Convertible Notes due 2026
Debt Instrument
Carrying Value	$ 3,000,000	3,000,000
Fair Value	$ 2,715,000	2,844,030
Interest rate (as a percent)	3.375%
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Carrying Value	$ 2,750,000	2,750,000
Fair Value	$ 2,624,160	2,792,900
Interest rate (as a percent)	5.25%
7 3/8% Senior Notes due 2028
Debt Instrument
Carrying Value	$ 1,000,000	1,000,000
Fair Value	$ 949,450	1,017,060
Interest rate (as a percent)	7.375%
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Carrying Value	$ 2,500,000	2,500,000
Fair Value	$ 2,368,350	2,520,650
Interest rate (as a percent)	5.75%
5 1/8 % Senior Notes due 2029
Debt Instrument
Carrying Value	$ 1,500,000	1,500,000
Fair Value	1,274,730	1,365,645
Mortgages and other notes payable
Debt Instrument
Carrying Value	147,811	137,069
Fair Value	$ 147,811	$ 137,069

Commitments and Contingencies - Part 2 (Details)				1 Months Ended		3 Months Ended
Commitments and Contingencies - Part 2 (Details)	Sep. 23, 2016 USD ($)	Aug. 18, 2015 USD ($)	Mar. 14, 2014 USD ($)	Feb. 28, 2022 USD ($)	Jan. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Oct. 02, 2016 patent
Loss contingencies
Network development current and future expenditures						$ 10,000,000,000
Loss contingency terms
Number Of Patents \| patent								4
Ghz 3.45 to 3.55
Loss contingencies
Aggregate bids totaled				$ 7,205,000,000	$ 7,205,000,000
Payment to Federal Communication Commission as Deposit for Auction							$ 123,000,000
Northstar Spectrum And SNR Holdco \| AWS-3 Licenses
Loss contingencies
Interim Build-out Requirement (as a percent)						40.00%
Final Build-out Requirement (as a percent)						75.00%
Accelerated period to meet Final Build-Out Requirement on failure to meet Interim Build-Out Requirement						2 years
Loss contingency terms
Percentage Of Bidding Credit						25.00%
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses
Loss contingency terms
Percentage Of Bidding Credit	25.00%					25.00%
Recovery amount	$ 10,000,000,000
Bidding Credit	3,300,000,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Minimum
Loss contingency terms
Claim amount	5,500
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Maximum
Loss contingency terms
Claim amount	$ 11,000
Northstar Wireless or Northstar Spectrum \| SNR Licenses
Loss contingency terms
Percentage Of Bidding Credit		25.00%
Northstar Wireless or Northstar Spectrum \| Northstar Licenses
Loss contingency terms
Bidding Credit		$ 1,961,000,000
SNR Wireless or SNR Wireless Holdco \| SNR Licenses
Loss contingency terms
Percentage Of Bidding Credit						25.00%
Bidding Credit		$ 1,370,000,000
Pending Litigation [Member]
Loss contingency terms
Claim amount			$ 543,000,000

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

We consolidate all majority owned subsidiaries, 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 as noncontrolling interests or redeemable noncontrolling interests. See below for further information. 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 and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation.

Redeemable Noncontrolling Interests

Northstar Wireless. Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by Northstar Manager, LLC (“Northstar Manager”) and us. Under the applicable accounting guidance in ASC 810, Northstar Spectrum is considered a variable interest entity and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate Northstar Spectrum into our financial statements. The Northstar Operative Agreements, as amended, provide for, among other things, that Northstar Manager has the ability, but not the obligation, to require Northstar Spectrum to purchase Northstar Manager’s ownership interests in Northstar Spectrum (the “Northstar Put Right”) for a purchase price that equals its equity contribution to Northstar Spectrum plus a fixed annual rate of return. The First Northstar Put Window closed in the first quarter of 2021. The Second Northstar Put Window is currently open and expires on July 24, 2022. The value of the Northstar Put Right has accrued to approximately $88 million as of March 31, 2022.

Northstar Purchase Agreement. On December 30, 2020, through our wholly owned subsidiary American II, we entered into a Purchase Agreement (the “Northstar Purchase Agreement”) with Northstar Manager and Northstar Spectrum, pursuant to which American II purchased 80% of Northstar Manager’s Class B Common Interests in Northstar Spectrum (the “Northstar Transaction”) for a purchase price of approximately $312 million. As a result of the Northstar Transaction, through American II, we hold 97% of the Class B Common Interests in Northstar Spectrum and Northstar Manager holds 3% of the Class B Common Interests in Northstar Spectrum. Other than the change in ownership percentage of Northstar Spectrum, the Northstar Transaction did not modify or amend in any way the existing arrangements between or among the Northstar parties. In the Northstar Purchase Agreement, Northstar Manager waived its right to exercise the Northstar Put Right under the First Northstar Put Window. Northstar Manager retains its right to exercise the Northstar Put Right during the Second Northstar Put Window.

In the event that the Northstar Put Right is exercised by Northstar Manager, the consummation of the sale will be subject to FCC approval. Northstar Spectrum does not have a call right with respect to Northstar Manager’s ownership interests in Northstar Spectrum. Although Northstar Manager is the sole manager of Northstar Spectrum, Northstar Manager’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. Northstar Manager’s ownership interest in Northstar Spectrum was initially accounted for at fair value. Subsequently, Northstar Manager’s ownership interest in Northstar Spectrum is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of Northstar Spectrum attributable to Northstar Manager are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information.

SNR Wireless. SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by SNR Wireless Management, LLC (“SNR Management”) and us. Under the applicable accounting guidance in ASC 810, SNR HoldCo is considered a variable interest entity and, based on the characteristics of the structure of this entity and in accordance with the applicable accounting guidance, we consolidate SNR HoldCo into our financial statements. The SNR Operative Agreements, as amended, provide for, among other things, that SNR Management has the ability, but not the obligation, to require SNR HoldCo to purchase SNR Management’s ownership interests in SNR HoldCo (the “SNR Put Right”) for a purchase price that equals its equity contribution to SNR HoldCo plus a fixed annual rate of return.

The First SNR Put Window closed in the first quarter of 2021. On November 15, 2021, we, through our wholly-owned subsidiary American III received notice that SNR Management exercised the SNR Put Right effective as of November 15, 2021. The consummation of the sale is subject to approval by the FCC. The value of the SNR Put Right has accrued to approximately $323 million as of March 31, 2022. If approved by the FCC, the sale will result in the elimination of all of our non-controlling interest as it related to SNR Wireless.

SNR HoldCo does not have a call right with respect to SNR Management’s ownership interests in SNR HoldCo. Although SNR Management is the sole manager of SNR HoldCo, SNR Management’s ownership interest is considered temporary equity under the applicable accounting guidance and is thus recorded as part of “Redeemable noncontrolling interests” in the mezzanine section of our Condensed Consolidated Balance Sheets. SNR Management’s ownership interest in SNR HoldCo was initially accounted for at fair value. Subsequently, SNR Management’s ownership interest in SNR HoldCo is increased by the fixed annual rate of return through “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The operating results of SNR HoldCo attributable to SNR Management are recorded as “Redeemable noncontrolling interests” on our Condensed Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 10 for further information.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make 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 used in accounting for, among other things, allowances for credit losses (including those related to our installment billing programs), 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 our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, the fair value of our option to purchase T-Mobile’s 800 MHz spectrum, 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 condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Capitalized Interest

We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, our wireless spectrum licenses, build-out costs associated with our 5G Network Deployment and satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when these activities are substantially suspended.

We are currently preparing for the commercialization of our 5G Network Deployment. As a result, the interest expense related to the carrying amount of the 5G Network Deployment qualifying assets is being capitalized. The qualifying assets exceed the carrying value of our long-term debt and finance lease obligations, therefore materially all of our interest expense is being capitalized. However, as the qualifying assets are placed into service, we will cease to capitalize interest on those assets.

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; quoted prices for identical or similar instruments in markets that are not active; and derivative financial instruments indexed to marketable investment securities; 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 March 31, 2022 and December 31, 2021, 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. See Note 5 for the fair value of our marketable investment securities and derivative instruments.

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 9 for the fair value of our long-term debt.

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 in both our Pay-TV and Wireless segments, 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 exceeding one year. During the three months ended March 31, 2022 and 2021, we capitalized $88 million and $103 million, respectively, under these programs. The amortization expense related to these programs was $112 million and $75 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, we had a total of $434 million and $458 million, respectively, capitalized on our Condensed Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $150 million and $110 million for the three months ended March 31, 2022 and 2021, respectively.

Research and Development

Research and development costs are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $10 million and $7 million for the three months ended March 31, 2022 and 2021, respectively.

New Accounting Pronouncements

We do not expect that any recently issued accounting pronouncements will have a material effect on our condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:
Total revenue	$ 4,330,620	$ 4,497,853
Costs and Expenses (exclusive of depreciation):
Cost of services	2,482,642	2,537,665
Cost of sales - equipment and other	502,573	423,541
Selling, general and administrative expenses	618,704	481,686
Depreciation and amortization	176,341	190,385
Total costs and expenses	3,780,260	3,633,277
Operating income (loss)	550,360	864,576
Other Income (Expense):
Interest income	4,849	1,970
Interest expense, net of amounts capitalized	(4,601)	(3,873)
Other, net	42,548	(5,261)
Total other income (expense)	42,796	(7,164)
Income (loss) before income taxes	593,156	857,412
Income tax (provision) benefit, net	(144,310)	(215,849)
Net income (loss)	448,846	641,563
Less: Net income (loss) attributable to noncontrolling interests, net of tax	16,195	11,339
Net income (loss) attributable to DISH Network - Basic	$ 432,651	$ 630,224
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	529,067	526,570
Diluted (in shares)	636,470	633,760
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.82	$ 1.20
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 0.68	$ 0.99
Comprehensive Income (Loss):
Net income (loss)	$ 448,846	$ 641,563
Other comprehensive income (loss):
Foreign currency translation adjustments	(150)	1,842
Unrealized holding gains (losses) on available-for-sale debt securities	(98)	(4)
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	2	(1)
Deferred income tax (expense) benefit, net	23	(498)
Total other comprehensive income (loss), net of tax	(223)	1,339
Comprehensive income (loss)	448,623	642,902
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax	16,195	11,339
Comprehensive income (loss) attributable to DISH Network	432,428	631,563
Service revenue
Revenue:
Total revenue	4,075,122	4,209,471
Equipment sales and other revenue
Revenue:
Total revenue	$ 255,498	$ 288,382

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Redeemable Noncontrolling Interests

Use of Estimates

Capitalized Interest

Fair Value Measurements

●

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

●

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

Advertising Costs

Research and Development

New Accounting Pronouncements

We do not expect that any recently issued accounting pronouncements will have a material effect on our condensed consolidated financial statements.

Organization and Business Activities (Details) person in Thousands, $ in Thousands				1 Months Ended		3 Months Ended	171 Months Ended
	Jun. 14, 2023	Jun. 14, 2022	Jul. 14, 2021	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022 USD ($) item city person segment	Mar. 31, 2022 USD ($) item	Jan. 14, 2022 USD ($)	Dec. 31, 2021 USD ($)
Spectrum Investments
Number of primary operating business segments \| segment						2
Number of business units \| item						2
Number of Pay-TV subscribers \| item						2,252,000	2,252,000
Number Of wireless subscribers \| item						8,203,000	8,203,000
Payment to acquire certain wireless licenses and related assets \| $							$ 30,000,000
FCC authorizations \| $						$ 28,888,467	28,888,467	$ 36,216,456	$ 28,632,665
Total debt and equity investments in subsidiaries \| $						$ 10,000,000	10,000,000
Number of markets which are under construction \| item						60
Number of cities to which 5G network service deployment is under construction \| city						260
Number of population to whom 5G network service deployment is under construction \| person						50
Capitalized interest on FCC authorizations [Member]
Spectrum Investments
FCC authorizations \| $						$ 7,000,000	7,000,000
Northstar Spectrum And SNR Holdco
Spectrum Investments
Total debt and equity investments in subsidiaries \| $						$ 10,000,000	$ 10,000,000
DISH Network L.L.C. \| Network Services Agreement
Spectrum Investments
Agreement Term			10 years
Dish TV
Spectrum Investments
Number of Pay-TV subscribers \| item						7,993,000	7,993,000
Wireless
Spectrum Investments
Payment to acquire certain wireless licenses and related assets \| $							$ 20,000,000
FCC authorizations \| $						$ 12,370,072	$ 12,370,072
Percentage of population for deploy 5G services	70.00%	20.00%		70.00%	20.00%
Number of cities to which 5G network service deployment is under construction \| item						260
Number of population to whom 5G network service deployment is under construction \| item						50,000

Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Data - Statements of Cash Flows
Cash paid for interest (including capitalized interest)	$ 277,056	$ 277,849
Cash received for interest	4,388	457
Cash paid for income taxes	3,871	1,082
Capitalized interest (1)	267,305	208,452
Employee benefits paid in Class A common stock		30,304
Asset retirement obligation	48,237
Vendor financing	12,140	26,463
Wireless Equipment
Supplemental Data - Statements of Cash Flows
Purchases of wireless equipment	$ 431,636	21,750
ASU 2020-06
Supplemental Data - Statements of Cash Flows
Convertible debt reclassified per ASU 2020-06 (1)		1,051,344
Deferred taxes reclassified per ASU 2020-06 (1)		245,778
Capitalized interest on FCC authorizations [Member]
Supplemental Data - Statements of Cash Flows
FCC licenses reclassification (3)		$ 912,939

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory
Finished goods	$ 474,233	$ 489,073
Work-in-process and service repairs	16,699	19,074
Raw materials	45,961	26,790
Total inventory	$ 536,893	$ 534,937

Long-Term Debt and Finance Lease Obligations - Narratives (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 21, 2020	Mar. 17, 2017	Aug. 08, 2016
Debt Instrument
Common stock par value (in dollars per share)	$ 86.08
Class A common stock
Debt Instrument
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
5 7/8% Senior Notes due 2022
Debt Instrument
Interest rate (as a percent)	5.875%
5% Senior Notes due 2023
Debt Instrument
Interest rate (as a percent)	5.00%
2 3/8% Convertible Notes due 2024
Debt Instrument
Interest rate (as a percent)	2.375%
Aggregate principal amount				$ 1,000,000,000.0
Redemption price as a percentage of principal amount	100.00%
2 3/8% Convertible Notes due 2024 \| Class A common stock
Debt Instrument
Aggregate principal amount	$ 1,000
Convertible notes converted rate, shares	12.1630
Common stock par value (in dollars per share)	$ 82.22
0% Convertible Notes due 2025
Debt Instrument
Interest rate (as a percent)	0.00%
Aggregate principal amount			$ 2,000,000,000.0
Redemption price as a percentage of principal amount	100.00%
0% Convertible Notes due 2025 \| Class A common stock
Debt Instrument
Aggregate principal amount	$ 1,000
Convertible notes converted rate, shares	24.4123
Common stock par value (in dollars per share)	$ 40.96
5 7/8% Senior Notes due 2024
Debt Instrument
Interest rate (as a percent)	5.875%
7 3/4% Senior Notes due 2026
Debt Instrument
Interest rate (as a percent)	7.75%
3 3/8% Convertible Notes due 2026
Debt Instrument
Interest rate (as a percent)	3.375%
Aggregate principal amount					$ 3,000,000,000.0
Redemption price as a percentage of principal amount	100.00%
3 3/8% Convertible Notes due 2026 \| Class A common stock
Debt Instrument
Aggregate principal amount	$ 1,000
Convertible notes converted rate, shares	15.3429
Common stock par value (in dollars per share)	$ 65.18
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Convertible note hedges
Debt Instrument
Common stock par value (in dollars per share)	$ 65.18
Convertible notes converted into shares	46,000,000
Total cost of convertible notes	$ 635,000,000
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants
Debt Instrument
Convertible notes converted into warrants	46,000,000
Cash proceeds from the sale of warrants	$ 376,000,000
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants \| Minimum
Debt Instrument
Common stock par value (in dollars per share)	$ 65.18
Convertible notes converted rate	32.50%
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants \| Maximum
Debt Instrument
Common stock par value (in dollars per share)	$ 86.08
Convertible notes converted rate	75.00%
7 3/8% Senior Notes due 2028
Debt Instrument
Interest rate (as a percent)	7.375%
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Interest rate (as a percent)	5.25%
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Interest rate (as a percent)	5.75%

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	$ 538,775	$ 2,975,518
Total marketable investment securities	541,275	3,004,214
Restricted cash and cash equivalents	102,551	5,306,072
Total other investment securities	141,045	150,941
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	784,871	8,461,227
Current marketable investment securities - strategic - available-for-sale
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	144	152
Current marketable investment securities - strategic - trading/equity
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	1,455	1,895
Other investment securities
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	537,176	2,973,471
Other investment securities	141,045	150,941
Restricted Marketable Investment Securities [Member]
Marketable investment securities, restricted cash and other investment securities
Total marketable investment securities	$ 2,500	$ 28,696

Organization and Business Activities

3 Months Ended

Mar. 31, 2022

Organization and Business Activities

Organization and Business Activities

1.Organization and Business Activities

Principal Business

DISH Network Corporation is a holding company. Its subsidiaries (which together with DISH Network Corporation are referred to as “DISH Network,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) operate two primary business segments, Pay-TV and Wireless. Our Wireless business segment operates in two business units, Retail Wireless and 5G Network Deployment.

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 and Latino video programming services (“SLING TV”). As of March 31, 2022, we had 10.245 million Pay-TV subscribers in the United States, including 7.993 million DISH TV subscribers and 2.252 million SLING TV subscribers.

Wireless – Retail Wireless

We offer nationwide prepaid and postpaid retail wireless services to subscribers under our Boost Mobile, Ting Mobile, Republic Wireless and Gen Mobile brands, as well as a competitive portfolio of wireless devices. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text, and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text, and data services. We are currently operating our Retail Wireless business unit as a mobile virtual network operator (“MVNO”) until we complete our 5G Network Deployment. On July 14, 2021, we entered into a ten-year Network Services Agreement (the “NSA”) with AT&T to provide us with network services. Under the NSA, we expect AT&T will become our primary network services provider. As an MVNO, today we primarily depend on T-Mobile as well as AT&T to provide us with network services under the master network services agreement (“MNSA”) and NSA, respectively. As of March 31, 2022, we had 8.203 million retail Wireless subscribers.

Wireless – 5G Network Deployment

DISH Network Spectrum

We have directly invested approximately $20 billion to acquire certain wireless spectrum licenses. These wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. We plan to commercialize our wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”). We have committed to deploy a facilities-based 5G broadband network capable of serving increasingly larger portions of the U.S. population at different deadlines, including 20% of the U.S. population by June 2022 and 70% by June 2023. We currently have over 60 market areas, representing approximately 260 cities with populations of at least 50,000, under construction. The volume of construction activities is beginning to shift from markets we intend to light up before June 14, 2022 (in conjunction with the 20% population coverage requirement) to market areas we intend to light up before June 14, 2023 (in conjunction with the 70% population coverage requirement).

DISH Network Non-Controlling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses

During 2015, through our wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”) and American AWS-3 Wireless III L.L.C. (“American III”), we initially made over $10 billion in certain non-controlling investments in Northstar Spectrum, LLC (“Northstar Spectrum”), the parent company of Northstar Wireless, L.L.C. (“Northstar Wireless,” and collectively with Northstar Spectrum, the “Northstar Entities”), and in SNR Wireless HoldCo, LLC (“SNR HoldCo”), the parent company of SNR Wireless LicenseCo, LLC (“SNR Wireless,” and collectively with SNR HoldCo, the “SNR Entities”), respectively. On October 27, 2015, the FCC granted certain AWS-3 wireless spectrum licenses (the “AWS-3 Licenses”) to Northstar Wireless and to SNR Wireless, respectively, which are recorded in “FCC authorizations” on our Condensed Consolidated Balance Sheets.

Under the applicable accounting guidance in Accounting Standards Codification 810, Consolidation (“ASC 810”), Northstar Spectrum and SNR HoldCo are considered variable interest entities and, based on the characteristics of the structure of these entities and in accordance with the applicable accounting guidance, we consolidate these entities into our financial statements. See Note 2 for further information.

The AWS-3 Licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. The Northstar Entities and/or the SNR Entities may need to raise significant additional capital in the future, which may be obtained from third party sources or from us, so that the Northstar Entities and the SNR Entities may commercialize, build-out and integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3 Licenses, and make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature and scope of such commercialization, build-out and integration efforts, regulatory compliance, and potential Northstar Re-Auction Payment and SNR Re-Auction Payment, any loans, equity contributions or partnerships could vary significantly. There can be no assurance that we will be able to obtain a profitable return on our non-controlling investments in the Northstar Entities and the SNR Entities. See Note 10 for further information.

Related Party Transactions (Details) $ in Thousands			1 Months Ended			3 Months Ended		12 Months Ended
Related Party Transactions (Details) $ in Thousands	Aug. 19, 2016	Oct. 02, 2012	Feb. 28, 2019	Mar. 31, 2017	Dec. 31, 2011 USD ($)	Mar. 31, 2022 USD ($) item	Mar. 31, 2021 USD ($)	Dec. 31, 2009	Dec. 31, 2021 USD ($)
Related Party Transactions
Trade accounts receivable, net						$ 1,089,460			$ 942,561
Trade accounts payable						941,499			848,224
Cost of sales - equipment and other						$ 502,573	$ 423,541
Professional Services Agreement
Related Party Transactions
Automatic Renewal Period						1 year
Hughes Broadband Distribution Agreement
Related Party Transactions
Term of renewal option		1 year
Hughes Broadband Distribution Agreement \| Minimum
Related Party Transactions
Notice period for termination of agreement		180 days
Hughes Broadband Master Services Agreement
Related Party Transactions
Payments to third party by related party under extension option						$ 2,000	2,000
EchoStar
Related Party Transactions
Trade accounts receivable, net						1,000			1,000
Trade accounts payable						21,000			$ 9,000
Equipment sales and other revenue						1,000	1,000
Cost of services						3,000	4,000
General and Administrative Expense						$ 4,000	3,000
EchoStar \| El Paso Lease Agreement
Related Party Transactions
Number of consecutive three year renewal options \| item						4
Term of renewal option						3 years
EchoStar \| Inverness Lease Agreement
Related Party Transactions
Number of renewal options \| item						4
Term of renewal option						3 years
EchoStar \| Cheyenne Lease Agreement
Related Party Transactions
Number of renewal options \| item						12
Term of renewal option						1 year
Renewal notice period						180 days
EchoStar \| Collocation And Antenna Space Agreements
Related Party Transactions
Number of renewal options \| item						4
Term of renewal option						3 years
Notice period for termination of agreement						180 days
EchoStar \| 100 Inverness Lease Agreement
Related Party Transactions
Notice period for termination of agreement				180 days
EchoStar \| Professional Services Agreement
Related Party Transactions
Automatic renewal period								1 year
Notice period for termination of agreement								60 days
Minimum notice period for termination of a specific service								30 days
EchoStar \| Patent Cross-License Agreements
Related Party Transactions
Payments to third party					$ 10,000
EchoStar \| Rovi License Agreement
Related Party Transactions
Agreement term	10 years
Amount paid to related party						$ 0
EchoStar \| Tax Sharing Agreement
Related Party Transactions
Net amount of the allocated tax attributes payable						$ 82,000
EchoStar \| Prior TT&C Agreement
Related Party Transactions
Term of renewal option						1 year
HNS \| Collocation And Antenna Space Agreements
Related Party Transactions
Number of renewal options \| item						4
Term of renewal option						3 years
Notice period for termination of agreement						90 days
Agreement term from commencement of service date						5 years
HNS \| Collocation And Antenna Space Agreements \| Maximum
Related Party Transactions
Notice period for termination of agreement						120 days
HNS \| Hughes Broadband Master Services Agreement
Related Party Transactions
Notice period for termination of agreement				90 days
Broadband equipment purchased from related parties						$ 2,000	1,000
Agreement term				5 years
Automatic Renewal Period				1 year
HNS \| Hughes Equipment and Services Agreement
Related Party Transactions
Term of renewal option			1 year
Minimum required notice period for termination of agreement by related party			180 days
Agreement term			5 years
Minimum required notice period for termination by the reporting entity			365 days
NBIoT capitalized costs
Related Party Transactions
Cost of sales - equipment and other						$ 1,000	$ 1,000
Master Transaction Agreement \| EchoStar \| TT & C Agreement
Related Party Transactions
Notice period for termination of agreement						12 months
Master Transaction Agreement \| EchoStar \| TT & C Agreement \| Minimum
Related Party Transactions
Notice period for termination of agreement						90 days

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Class A and B Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Noncontrolling Interest	Redeemable Noncontrolling Interest	Total
Balance at Dec. 31, 2020	$ 5,261	$ 5,400,774	$ (855)	$ 8,374,975	$ 490	$ 350,648	$ 13,780,645
Issuance of Class A common stock:
Exercise of stock awards	1	2,046					2,047
Employee benefits	9	30,294					30,303
Employee Stock Purchase Plan	2	4,341					4,343
Non-cash, stock-based compensation		19,375					19,375
Change in unrealized holding gains (losses) on available-for-sale debt securities, net			(5)				(5)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)			(498)				(498)
Foreign currency translation			1,842				1,842
Convertible debt reclassified per ASU 2020-06, net of deferred taxes of $245,778 (Note 2)		(805,566)					(805,566)
Net income (loss) attributable to noncontrolling interests					210	11,129	210
Net income (loss) attributable to DISH Network				630,224			630,224
Balance at Mar. 31, 2021	5,273	4,651,264	484	9,005,199	700	361,777	13,662,920
Issuance of Class A common stock:
ASU 2014-09 cumulative catch-up adjustment							10,785,617
Balance at Dec. 31, 2021	5,289	4,735,484	281	10,785,617	1,220	395,222	15,527,891
Issuance of Class A common stock:
Exercise of stock awards	1	253					254
Employee Stock Purchase Plan	2	4,360					4,362
Non-cash, stock-based compensation		15,285					15,285
Change in unrealized holding gains (losses) on available-for-sale debt securities, net			(96)				(96)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)			23				23
Foreign currency translation			(150)				(150)
Net income (loss) attributable to noncontrolling interests					159	16,036	159
Net income (loss) attributable to DISH Network				432,651			432,651
Balance at Mar. 31, 2022	$ 5,292	$ 4,755,382	$ 58	$ 11,218,268	$ 1,379	$ 411,258	15,980,379
Issuance of Class A common stock:
ASU 2014-09 cumulative catch-up adjustment							$ 11,218,268

Basic and Diluted Net Income (Loss) Per Share - Performance based stock (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	74,542	73,887
Strike price of the warrants	$ 86.08
Anti-dilutive stock awards
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	11,259	9,286
Performance/market based options
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	15,981	16,940
Restricted Performance Units/Awards
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	1,273	1,632
Common stock warrants
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	46,029	46,029
Performance Awards \| Ergen 2020 Performance Award [Member]
Antidilutive securities excluded from computation of earnings per share
Percentage of award vested	20.00%

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Schedule of future maturities of long-term debt, finance lease and contractual obligations


For the Years Ending December 31,	Other Long-Term Obligations (1)
		(In thousands)
2022 (remaining nine months)	$	2,498,190
2023		1,025,629
2024		1,110,322
2025		1,185,113
2026		1,179,142
Thereafter		4,846,074
Total	$	11,844,470

(1)

Summary of Wireless Spectrum Licenses


	Carrying		Build-Out Deadlines		Expiration
	Amount		Interim	Final	Date
	(In thousands)
Owned:
DBS Licenses (1)	$	677,409
700 MHz Licenses		711,871	June 14, 2022 (2)	June 14, 2023 (3)	June 2023
AWS-4 Licenses		1,940,000	June 14, 2022 (2)	June 14, 2023 (3)	June 2023
H Block Licenses		1,671,506	June 14, 2022 (2)	June 14, 2023 (4)	June 2023
600 MHz Licenses		6,212,579		June 14, 2025 (5)	June 2029
MVDDS Licenses (1)		24,000			August 2024
LMDS Licenses (1)		—			September 2028
28 GHz Licenses		2,883		October 2, 2029 (6)	October 2029
24 GHz Licenses		11,772		December 11, 2029 (6)	December 2029
37 GHz, 39 GHz and 47 GHz Licenses		202,533		June 4, 2030 (6)	June 2030
3550-3650 MHz Licenses		912,939		March 12, 2031 (6)	March 2031
3.7-3.98 GHz Licenses		2,580	July 23, 2029 (6)	July 23, 2033 (6)	July 2036
Subtotal		12,370,072
Non-controlling Investments:
Northstar		5,618,930		October 2025 (7)	October 2025 (7)
SNR		4,271,459		October 2025 (7)	October 2025 (7)
Total AWS-3 Licenses		9,890,389

Capitalized Interest (8)		6,628,006
Total as of March 31, 2022	$	28,888,467

Licenses awarded by the FCC post March 31, 2022 (9)
3.45–3.55 GHz Licenses		7,327,989
Total	$	36,216,456

(1)	The build-out deadlines for these licenses have been met.

(2)	For these licenses, we must offer 5G broadband service to at least 20% of the United States population and have developed a core network by this date.

(3)

(4)

(5)

(6)	There are a variety of build-out options and associated build-out metrics associated with these licenses.

(7)

(8)	See Note 2 for further information.

(9)

Long-Term Debt and Finance Lease Obligations (Tables)

3 Months Ended

Mar. 31, 2022

Long-Term Debt and Finance Lease Obligations

Schedule of carrying and fair values of the entity's debt facilities


	As of
	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

	(In thousands)
5 7/8% Senior Notes due 2022 (1)	$	1,998,825	$	2,010,738	$	2,000,000	$	2,039,700
5% Senior Notes due 2023 (2)		1,500,000		1,506,990		1,500,000		1,541,670
2 3/8% Convertible Notes due 2024		1,000,000		936,660		1,000,000		966,990
5 7/8% Senior Notes due 2024		2,000,000		1,998,840		2,000,000		2,060,180
0% Convertible Notes due 2025		2,000,000		1,946,680		2,000,000		2,016,880
7 3/4% Senior Notes due 2026		2,000,000		1,987,520		2,000,000		2,122,700
3 3/8% Convertible Notes due 2026		3,000,000		2,715,000		3,000,000		2,844,030
5 1/4% Senior Secured Notes due 2026		2,750,000		2,624,160		2,750,000		2,792,900
7 3/8% Senior Notes due 2028		1,000,000		949,450		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028		2,500,000		2,368,350		2,500,000		2,520,650
5 1/8 % Senior Notes due 2029		1,500,000		1,274,730		1,500,000		1,365,645
Other notes payable		147,811		147,811		137,069		137,069
Subtotal		21,396,636	$	20,466,929		21,387,069	$	21,425,474
Unamortized deferred financing costs and other debt discounts, net		(66,192)				(69,711)
Finance lease obligations (3)		95,238				99,658
Total long-term debt and finance lease obligations (including current portion)	$	21,425,682			$	21,417,016

(1)	During the three months ended March 31, 2022, we repurchased approximately $1 million of our 5 7/8% Senior Notes due 2022 in open market trades. The remaining balance of approximately $1.999 billion matures on July 15, 2022.

(2)	Our 5% Senior Notes due 2023 mature on March 15, 2023 and have been reclassified to “Current portion of long-term debt and finance lease obligations” on our Condensed Consolidated Balance Sheets as of March 31, 2022.

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

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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