0001558370-23-001811 | 10-K | XBRL Viewer

Leases

12 Months Ended

Dec. 31, 2022

9.Leases

We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to 15 years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements (generally communication towers), the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

During the fourth quarter of 2021, our QuetzSat-1 finance lease expired. Through the first quarter of 2022, our Anik F3 and Nimiq 5 satellites were accounted for as finance leases. However, during April 2022, we extended the Anik F3 lease and as a result it is currently 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 Years Ended December 31,
	2022		2021		2020

	(In thousands)
Operating lease cost (1)	$	332,385	$	89,565	$	71,863

Short-term lease cost (2)		13,328		12,956		11,870

Finance lease cost:
Amortization of right-of-use assets (3)		28,037		65,967		71,318
Interest on lease liabilities (3)		12,145		14,693		21,007
Total finance lease cost (3)		40,182		80,660		92,325
Total lease costs	$	385,895	$	183,181	$	176,058

(1)

The increase in operating lease cost is 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, as well as the Anik F3 finance lease that was extended in April 2022 and as a result is currently accounted for as an operating lease.

Supplemental cash flow information related to leases was as follows:


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	163,320	$	72,479	$	72,352
Operating cash flows from finance leases	$	11,053	$	12,868	$	21,007
Financing cash flows from finance leases	$	42,617	$	62,679	$	65,979

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1,398,050	$	1,467,983	$	47,225
Finance leases	$	66,312	$	—	$	—

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets (1)	$	2,687,522	$	1,493,410

Other current liabilities	$	194,030	$	75,748
Operating lease liabilities (1)		2,687,883		1,453,395
Total operating lease liabilities	$	2,881,913	$	1,529,143

Finance Leases:
Property and equipment, gross	$	411,778	$	568,889
Accumulated depreciation		(303,802)		(499,188)
Property and equipment, net	$	107,976	$	69,701

Other current liabilities	$	48,066	$	34,772
Other long-term liabilities		75,287		64,886
Total finance lease liabilities	$	123,353	$	99,658

Weighted Average Remaining Lease Term:
Operating leases		11.8 years		12.9 years
Finance leases		2.7 years		2.6 years

Weighted Average Discount Rate:
Operating leases		7.3%		5.3%
Finance leases		9.8%		11.0%

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

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


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

	(In thousands)
2023	$	268,453	$	58,031	$	326,484
2024		298,054		49,450		347,504
2025		328,988		20,045		349,033
2026		357,711		12,905		370,616
2027		360,164		—		360,164
Thereafter		2,898,888		—		2,898,888
Total lease payments		4,512,258		140,431		4,652,689
Less: Imputed interest		(1,630,345)		(17,078)		(1,647,423)
Total		2,881,913		123,353		3,005,266
Less: Current portion		(194,030)		(48,066)		(242,096)
Long-term portion of lease obligations	$	2,687,883	$	75,287	$	2,763,170

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

18. Quarterly Financial Data (Unaudited)

Our quarterly results of operations are summarized as follows:


	For the Three Months Ended
	March 31		June 30		September 30		December 31

	(In thousands, except per share data)
Year ended December 31, 2022:
Total revenue	$	4,330,620	$	4,209,963	$	4,095,451	$	4,043,373
Operating income (loss)		550,360		692,935		427,029		375,342
Net income (loss)		448,846		540,007		429,585		954,469
Net income (loss) attributable to DISH Network		432,651		522,832		412,230		935,520

Basic net income (loss) per share attributable to DISH Network	$	0.82	$	0.99	$	0.78	$	1.76

Diluted net income (loss) per share attributable to DISH Network	$	0.68	$	0.82	$	0.65	$	1.47

Year ended December 31, 2021:
Total revenue	$	4,497,853	$	4,486,960	$	4,449,635	$	4,446,658
Operating income (loss)		864,576		906,738		717,705		714,016
Net income (loss)		641,563		681,451		567,520		565,412
Net income (loss) attributable to DISH Network		630,224		671,047		557,042		552,329

Basic net income (loss) per share attributable to DISH Network	$	1.20	$	1.27	$	1.05	$	1.04

Diluted net income (loss) per share attributable to DISH Network	$	0.99	$	1.06	$	0.88	$	0.87

Property and Equipment and Intangible Assets

12 Months Ended

Dec. 31, 2022

Property and Equipment and Intangible Assets

Property and Equipment and Intangible Assets

8. Property and Equipment and Intangible Assets

Property and Equipment

Property and equipment consisted of the following:


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

				(In thousands)
Equipment leased to customers	2	-	5	$	1,318,272	$	1,530,943
Satellites	4	-	15		1,718,865		1,734,024
Satellites acquired under finance lease agreements		15			344,447		567,870
Furniture, fixtures, equipment and other	2	-	20		1,215,496		1,197,409
5G Network Deployment equipment	3	-	15		770,153		76,828
Software	3	-	6		1,354,656		1,076,602
Buildings and improvements	5	-	40		380,519		376,952
Land		-			17,513		17,513
Construction in progress		-			3,170,623		1,309,757
Total property and equipment					10,290,544		7,887,898
Accumulated depreciation					(4,650,425)		(4,630,111)
Property and equipment, net				$	5,640,119	$	3,257,787

Construction in progress consisted of the following:


	As of December 31,
	2022		2021

	(In thousands)
Pay-TV	$	36,936	$	39,269
Wireless		3,133,687		1,270,488
Total construction in progress	$	3,170,623	$	1,309,757

Depreciation and amortization expense consisted of the following:



	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Equipment leased to customers	$	191,746	$	244,755	$	290,081
Satellites		148,051		189,126		202,724
Buildings, furniture, fixtures, equipment and other (1)		223,735		126,661		128,876
Intangible assets		153,541		164,310		92,871
Total depreciation and amortization	$	717,073	$	724,852	$	714,552

(1)	This increase primarily resulted from depreciation expense related to software and certain assets placed into service in connection with our 5G Network Deployment.

Cost of sales and operating expense categories included in our accompanying 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, Nimiq 5, which is accounted for as a financing lease and is depreciated over its economic life, and the Anik F3 satellite, which was accounted for as a finance lease until April 2022 and was fully depreciated. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease.

As of December 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	110	N/A

Leased from EchoStar (1):
EchoStar IX (2)	August 2003	121	December 2022

Leased from Other Third Party:
Anik F3 (3)	April 2007	118.7	April 2025
Ciel II	December 2008	129	July 2023
Nimiq 5	September 2009	72.7	September 2024

(1)	See Note 19 for further information on our Related Party Transactions with EchoStar.

(2)	As of December 31, 2022, we no longer lease this satellite.

(3)	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.

AWS-4 Satellites


		Degree	Estimated
	Launch	Orbital	Useful Life
Satellites	Date	Location	(Years)
Owned:
T1	July 2009	111.1	14.25
D1	April 2008	92.85	N/A

GAAP requires that a long-lived asset be reviewed for impairment when circumstances indicate that the carrying amount of the asset might not be recoverable.

During the first quarter of 2020, in light of, among other things, certain developments related to the Sprint/T-Mobile merger, we determined that revisions to the AWS-4 build-out deadlines were probable, which we determined to be a triggering event. Accordingly, we quantitatively assessed the value of the AWS-4 satellites (T1 and D1) and wrote down the fair value of the satellites to their estimated fair value of zero, resulting in a $103 million non-cash charge recorded in “Impairment of long-lived assets” during the year ended December 31, 2020 on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Satellite Anomalies

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

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

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

Intangible Assets

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


	As of
	December 31, 2022				December 31, 2021
	Intangible		Accumulated		Intangible		Accumulated
	Assets		Amortization		Assets		Amortization

	(In thousands)
Technology-based	$	63,545	$	(60,022)	$	63,361	$	(59,462)
Trademarks		135,134		(61,007)		135,131		(50,524)
Contract-based		41,500		(41,500)		41,500		(41,500)
Customer relationships		628,598		(366,357)		582,395		(223,859)
Total	$	868,777	$	(528,886)	$	822,387	$	(375,345)

These identifiable intangibles are included in “Intangible assets, net” on our Consolidated Balance Sheets. Amortization of these intangible assets is recorded on a straight-line basis over an average finite useful life primarily ranging from approximately two to 20 years. Amortization was $154 million, $164 million and $93 million for the years ended December 31, 2022, 2021 and 2020, respectively. The increase in amortization expense during 2021 primarily resulted from the Republic Wireless Acquisition.

Estimated future amortization of our identifiable intangible assets as of December 31, 2022 is as follows (in thousands):


For the Years Ended December 31,
	(In thousands)
2023	$	180,621
2024		95,641
2025		13,535
2026		11,838
2027		11,355
Thereafter		26,901
Total	$	339,891

Goodwill

Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date and is not subject to amortization but is subject to impairment testing annually or whenever indicators of impairment arise. The non-recurring measurement of fair value of goodwill is classified as Level 3 in the fair value hierarchy. As of December 31, 2022 and 2021, our goodwill was $225 million and $225 million, respectively, which substantially all relates to our Wireless segment, with $120 million and $99 million related to our 5G Network Deployment business unit and our Retail Wireless business unit, respectively.

FCC Authorizations

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


	As of December 31,
	2022		2021

	(In thousands)
Owned:
DBS Licenses	$	677,409	$	677,409
700 MHz Licenses		711,871		711,871
AWS-4 Licenses		1,940,000		1,940,000
H Block Licenses		1,671,506		1,671,506
600 MHz Licenses		6,212,579		6,211,154
MVDDS Licenses		24,000		24,000
28 GHz Licenses		2,883		2,883
24 GHz Licenses		11,772		11,772
37 GHz, 39 GHz & 47 GHz Licenses		202,533		202,533
3550-3650 MHz Licenses		912,939		912,939
3.7-3.98 GHz Licenses		2,688		2,580
3.45-3.55 GHz Licenses		7,327,989		—
Subtotal		19,698,169		12,368,647
Noncontrolling Investments:
Northstar		5,618,930		5,618,930
SNR		4,271,459		4,271,459
Total AWS-3 Licenses		9,890,389		9,890,389

Capitalized Interest (1)		7,344,515		6,373,629
Total	$	36,933,073	$	28,632,665

(1)

See Note 2 for further information.

Commitments and Contingencies - Part 2 (Details)			12 Months Ended
Commitments and Contingencies - Part 2 (Details)	Sep. 23, 2016 USD ($)	Aug. 18, 2015 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 10, 2016 patent
Loss contingencies
Impairment of long-lived assets					$ 356,418,000
Loss contingency terms
Number Of patents \| patent						4
Wireless
Loss contingencies
Network development current and future expenditures			$ 10,000,000,000	$ 10,000,000,000
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
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses
Loss contingency terms
Percentage of bidding credit			25.00%
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Vermont National Telephone Company
Loss contingency terms
Recovery amount	$ 10,000,000,000
Bidding credit value	3,300,000,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Minimum \| Vermont National Telephone Company
Loss contingency terms
Claim amount	5,500
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Maximum \| Vermont National Telephone Company
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 value		$ 1,961,000,000
SNR Wireless or SNR Wireless Holdco \| SNR Licenses
Loss contingency terms
Percentage of bidding credit			25.00%
Bidding credit value		$ 1,370,000,000

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Quarterly Financial Data (Unaudited)
Revenues	$ 4,043,373	$ 4,095,451	$ 4,209,963	$ 4,330,620	$ 4,446,658	$ 4,449,635	$ 4,486,960	$ 4,497,853	$ 16,679,407	$ 17,881,106	$ 15,493,435
Operating income (loss)	375,342	427,029	692,935	550,360	714,016	717,705	906,738	864,576	2,045,666	3,203,035	2,582,615
Net income (loss)	954,469	429,585	540,007	448,846	565,412	567,520	681,451	641,563	2,372,907	2,455,946	1,873,936
Net income (loss) attributable to DISH Network	$ 935,520	$ 412,230	$ 522,832	$ 432,651	$ 552,329	$ 557,042	$ 671,047	$ 630,224	$ 2,303,233	$ 2,410,642	$ 1,762,673
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 1.76	$ 0.78	$ 0.99	$ 0.82	$ 1.04	$ 1.05	$ 1.27	$ 1.20	$ 4.34	$ 4.57	$ 3.36
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 1.47	$ 0.65	$ 0.82	$ 0.68	$ 0.87	$ 0.88	$ 1.06	$ 0.99	$ 3.61	$ 3.79	$ 3.02

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Supplemental Data - Statements of Cash Flows

12 Months Ended

Dec. 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 9 for supplemental cash flow and non-cash data related to leases.


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for interest (including capitalized interest)	$	1,044,276	$	781,874	$	778,448
Cash received for interest		8,145		5,455		5,945
Cash paid for income taxes		60,335		212,491		150,885
Capitalized interest (1)		1,040,971		821,455		924,644
Initial equity component of our 0% Convertible Notes due 2025, net of deferred taxes of $99,823		—		—		329,409
Employee benefits paid in Class A common stock		26,348		30,321		28,301
Convertible debt reclassified per ASU 2020-06		—		1,051,344		—
Deferred taxes reclassified per ASU 2020-06		—		245,778		—
Vendor financing		108,048		26,627		74,895
FCC licenses reclassification (2)		122,657		915,449		—
Accrued wireless equipment purchases		397,137		449,093		3,680
Asset retirement obligation		122,390		50,765		—
Revaluation of contingent liabilities		47,916		—		—

(1)	See Note 2 for further information.

(2)	See Note 15 for further information.

Leases (Details)	12 Months Ended
Leases (Details)	Dec. 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	15 years
Option to extend period - Finance	15 years

Contract Balances - Valuation And Qualifying Accounts Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contract Balances
Balance at Beginning of Period	$ 38,534	$ 72,278	$ 19,280
Current Period Provision for Expected Credit Losses	79,664	54,083	84,697
Write-offs Charged Against Allowance	(73,845)	(87,919)	(56,075)
Acquisitions	78	92	24,376
Balance at End of Period	$ 44,431	$ 38,534	$ 72,278

Stock-Based Compensation - Valuation (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation
Non-cash stock-based compensation expense recognized	$ 71,450	$ 51,680	$ 64,954
Black-Scholes option valuation model, assumptions
Dividend yield (as a percent)	0.00%
Stock options \| Minimum
Black-Scholes option valuation model, assumptions
Risk free interest rate (as a percent)	0.91%	0.44%	0.17%
Volatility factor (as a percent)	44.00%	40.62%	28.91%
Expected term of options	2 years 9 months 18 days	5 years 6 months	3 years 3 months 18 days
Fair value of options granted (in dollars per share)	$ 6.53	$ 12.46	$ 5.50
Stock options \| Maximum
Black-Scholes option valuation model, assumptions
Risk free interest rate (as a percent)	4.06%	1.02%	1.72%
Volatility factor (as a percent)	53.60%	43.48%	48.08%
Expected term of options	5 years 7 months 6 days	5 years 7 months 6 days	5 years 6 months
Fair value of options granted (in dollars per share)	$ 14.17	$ 18.23	$ 12.10

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

12 Months Ended

Dec. 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

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

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


	As of December 31,
	2022		2021

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	144	$	152
Strategic - trading/equity		655		1,895
Other		835,184		2,973,471
Total current marketable investment securities		835,983		2,975,518
Restricted marketable investment securities (1)		41,689		28,696
Total marketable investment securities		877,672		3,004,214

Restricted cash and cash equivalents (1)		62,925		5,306,072

Other investment securities:
Other investment securities		168,200		150,941
Total other investment securities		168,200		150,941

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	1,108,797	$	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 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 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 “Stockholders’ Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 for further information.

Current Marketable Investment Securities - 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 December 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 December 31, 2022 and 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 included certain restrictions which varied in nature depending on the ultimate use of proceeds. The cash proceeds 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”). See Note 10 for further information.

Other Investment Securities

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

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 December 31,
	2022								2021
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	1,620,458	$	174,050	$	1,446,408	$	—	$	7,592,696	$	83,302	$	7,509,394	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	22,824	$	22,824	$	—	$	—	$	—	$	—	$	—	$	—
Commercial paper		696,324		—		696,324		—		2,533,875		—		2,533,875		—
Corporate securities		156,380		—		156,380		—		462,999		—		462,999		—
Other		1,489		—		1,345		144		5,445		—		5,293		152
Equity securities		655		655		—		—		1,895		1,895		—		—
Total	$	877,672	$	23,479	$	854,049	$	144	$	3,004,214	$	1,895	$	3,002,167	$	152

As of December 31, 2022, restricted and non-restricted marketable investment securities included debt securities of $875 million with contractual maturities within one year and $2 million with contractual maturities extending longer than one year through and including five years. 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, the risk free rate of return and the probability of us exercising the option. The instrument acquisition date fair value was $713 million. The derivative is remeasured quarterly. As of December 31, 2022 and 2021, the derivative’s fair value was $1.693 billion and $678 million, respectively, and is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets. The change in the derivative’s fair value was primarily driven by Level 3 current market data indicative of pricing of similar assets and an increase in our probability of exercising the option, which resulted in an increase in our estimate of our derivative’s underlying asset value. Substantially all of the change in the derivative’s fair value occurred in the fourth quarter of 2022. All changes in the derivative’s fair value are recorded in “Other, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss) until the option is either exercised or expires. See the table below. If we elect to exercise the option and purchase these licenses, we will record the licenses at fair value at that date in “FCC authorizations” on our Consolidated Balance Sheets. If we elect to not exercise the option or it expires, we will expense the derivative’s fair value at that date on our Consolidated Statements of Operations and Comprehensive Income (Loss) and are potentially subject to pay T-Mobile a fee of approximately $72 million per the Spectrum Purchase Agreement under certain circumstances. See Note 15 for more information.

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 Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:



	For the Years Ended December 31,
Other, net:	2022		2021		2020

	(In thousands)
Marketable investment securities - realized and unrealized gains (losses)	$	(1,241)	$	(3,137)	$	178
Derivative instruments - net realized and/or unrealized gains (losses) (1)		1,015,387		(13,000)		(22,000)
Non-marketable investment securities - gains (losses)		27,427		—		—
Costs related to early redemption of debt		(922)		(3,587)		—
Equity in earnings (losses) of affiliates		2,616		(1,051)		410
Other		(4,285)		41,332		1,248
Total	$	1,038,982	$	20,557	$	(20,164)

(1)

The change in the derivative’s fair value was primarily driven by Level 3 current market data indicative of pricing of similar assets and an increase in our probability of exercising the option, which resulted in an increase in our estimate of our derivative’s underlying asset value. See above for further information on our valuation of derivative instruments.

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Other Income Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income (Expense)
Marketable investment securities - realized and unrealized gains (losses)	$ (1,241)	$ (3,137)	$ 178
Derivative instruments - net realized and/or unrealized gains (losses) (1)	1,015,387	(13,000)	(22,000)
Non-marketable investment securities - gains (losses)	27,427
Costs related to early redemption of debt	(922)	(3,587)
Equity in earnings (losses) of affiliates	2,616	(1,051)	410
Other	(4,285)	41,332	1,248
Total	$ 1,038,982	$ 20,557	$ (20,164)

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

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

“Trade accounts payable”

As of December 31, 2022 and 2021, trade accounts payable to EchoStar was $4 million and $9 million, respectively. These amounts are recorded in “Trade accounts payable” on our Consolidated Balance Sheets.

“Equipment sales and other revenue”

During the years ended December 31, 2022, 2021 and 2020, we received $6 million, $6 million and $8 million, respectively, for services provided to EchoStar. These amounts are recorded in “Equipment sales and other revenue” on our 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 2023, 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 three one-year renewal terms. In August 2022, EchoStar exercised its first renewal option for a period ending in September 2023.

“Cost of services”

During the years ended December 31, 2022, 2021 and 2020, we incurred $12 million, $15 million and $20 million, respectively, of costs for services provided to us by EchoStar. These amounts are recorded in “Cost of services” on our 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. This lease expired on December 31, 2022.

“Cost of sales – equipment and other”

During the years ended December 31, 2022, 2021 and 2020, we incurred $5 million, $6 million and $5 million, respectively, 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 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 years ended December 31, 2022, 2021 and 2020, we incurred $14 million, $19 million and $13 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 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, 2023.

●

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 2023. 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, 2023 for an additional one-year period until January 1, 2024 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 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. As of December 31, 2022, we have paid $13 million of the tax benefit received, leaving $69 million remaining to be paid.

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 and as it relates to 2020’s state tax returns, DISH Network and EchoStar no longer file combined tax returns in any states. Per the terms of the Amendment, certain tax benefits received or payable related to combined tax returns were satisfied in 2022.

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 Consolidated Statements of Operations and Comprehensive Income (Loss). For the years ended December 31, 2022, 2021 and 2020, these payments were $8 million, $9 million and $16 million, respectively. 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 years ended December 31, 2022, 2021 and 2020, we purchased broadband equipment from HNS of $7 million, $7 million and $13 million, respectively, under the MSA.

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 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 Consolidated Balance Sheets or expensed as “Selling, general and administrative expenses” or “Cost of services” on our 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 Consolidated Balance Sheets. Our investment in NagraStar is accounted for using the equity method.

The table below summarizes our transactions with NagraStar.


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	43,416	$	45,944	$	53,902

			As of December 31,
			2022		2021

			(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar			$	7,422	$	11,988
Commitments to NagraStar			$	3,272	$	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 Consolidated Statements of Operations and Comprehensive Income (Loss).

The table below summarizes our transactions with Dish Mexico:


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Sales:
Satellite capacity	$	—	$	20,761	$	21,850
Uplink services and other		2,709		4,025		5,095
Total	$	2,709	$	24,786	$	26,945

			As of December 31,
			2022		2021

			(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico			$	583	$	6,692

Summary of Significant Accounting Policies - Impairment of Long-lived assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2020
Impairment of long-lived assets		$ 356,418
T1 satellite
Impairment of long-lived assets		48,120
D1 satellite
Impairment of long-lived assets		55,000
NBIoT capitalized costs
Impairment of long-lived assets	$ 253,000
NBIoT capitalized costs \| Construction in progress
Impairment of long-lived assets		226,742
NBIoT capitalized costs \| Operating lease assets
Impairment of long-lived assets		$ 26,556

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

14. Stock-Based Compensation

Stock Incentive Plans

We maintain stock incentive plans to attract and retain officers, directors and key employees. Stock awards under these plans include both performance/market and non-performance based stock incentives. As of December 31, 2022, we had outstanding under these plans stock options to acquire 29.9 million shares of our Class A common stock and 1.4 million restricted stock units and awards. Stock options granted on or prior to December 31, 2022 were granted with exercise prices equal to or greater than the market value of our Class A common stock at the date of grant and with a maximum term of approximately ten years. We account for forfeitures as they are incurred. While historically we have issued stock awards subject to vesting, typically at the rate of 20% per year, certain stock awards have been granted with immediate vesting and certain other stock awards vest only upon the achievement of certain company-specific subscriber, operational and/or financial goals. In addition, the Ergen 2020 Performance Award is subject to the achievement of specified stock price targets. As of December 31, 2022, we had 52.6 million shares of our Class A common stock available for future grant under our stock incentive plans.

Exchange offer. On June 24, 2022, we commenced a tender offer to eligible employees (which excludes our co-founders and the independent members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed June 23, 2022 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on July 22, 2022. As a result of the Exchange Offer, the exercise price of approximately 13 million stock options, affecting approximately 700 eligible employees, was adjusted during the third quarter of 2022 to $20.00. The total incremental non-cash stock-based compensation expense resulting from the Exchange Offer is $28 million, which will be recognized over the remaining vesting period of the applicable options. During the year ended December 31, 2022, we recognized $9 million of incremental non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) as a result of the Exchange Offer.

Exercise prices for stock options outstanding and exercisable as of December 31, 2022 were as follows:


					As of December 31, 2022
					Options Outstanding				Options Exercisable
					Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price
$	10.01	-	$	20.00	14,058,700	9.31	$	19.88	3,157,297	9.34	$	19.94
$	20.01	-	$	30.00	12,734,761	8.07	$	27.71	2,622,669	8.01	$	27.68
$	30.01	-	$	40.00	1,387,980	2.40	$	35.74	416,520	4.08	$	34.76
$	40.01	-	$	50.00	88,939	4.01	$	46.60	22,600	2.17	$	46.93
$	50.01	-	$	60.00	1,223,126	3.72	$	57.82	—	—	$	—
$	60.01	-	$	70.00	414,500	3.33	$	63.81	4,000	—	$	63.90
$	10.01	-	$	70.00	29,908,006	8.14	$	26.19	6,223,086	8.40	$	24.32

Stock Award Activity

Our stock option activity was as follows:


	For the Years Ended December 31,
	2022			2021			2020
	Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	26,702,903	$	34.95	27,248,662	$	34.85	13,715,612	$	41.71
Granted (2)(3)	18,031,503	$	22.42	2,005,000	$	39.56	15,410,500	$	28.71
Exercised	(27,635)	$	29.61	(1,316,485)	$	31.49	(714,595)	$	17.44
Forfeited and cancelled (3)	(14,798,765)	$	37.40	(1,234,274)	$	43.83	(1,162,855)	$	45.17
Total options outstanding, end of period	29,908,006	$	26.19	26,702,903	$	34.95	27,248,662	$	34.85
Performance/market based options outstanding, end of period (4)	15,060,879	$	30.37	13,953,818	$	32.89	17,403,339	$	32.59
Exercisable at end of period	6,223,086	$	24.32	7,741,300	$	37.04	5,193,238	$	40.21

(1)	The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $34.95 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021.

(2)	Includes the Ergen 2020 Performance Award of 12,500,000 options granted on November 6, 2020.

(3)	Includes approximately 13 million stock options granted and cancelled in connection with the Exchange Offer.

(4)	These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2013 LTIP, 2017 LTIP, 2019 LTIP, 2022 Incentive Plan, Ergen 2020 Performance Award and Other Employee Performance Awards below.

We realized tax benefits from stock awards exercised as follows:


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Tax benefit from stock awards exercised	$	573	$	4,153	$	7,576

Based on the closing market price of our Class A common stock on December 31, 2022, the aggregate intrinsic value of our stock options was as follows:


	As of December 31, 2022
	Options Outstanding		Options Exercisable

	(In thousands)
Aggregate intrinsic value	$	36	$	2

Our restricted stock unit and award activity was as follows:


	For the Years Ended December 31,
	2022			2021			2020
	Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value		Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value		Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value
Total restricted stock units/awards outstanding, beginning of period	1,487,506	$	35.68	1,863,110	$	35.04	1,504,370	$	50.81
Granted	262,812	$	31.01	79,288	$	42.41	1,696,000	$	33.07
Vested (1)	(88,386)	$	31.78	(28,955)	$	43.26	(916,315)	$	53.82
Forfeited and cancelled	(228,938)	$	33.28	(425,937)	$	33.62	(420,945)	$	42.56
Total restricted stock units/awards outstanding, end of period	1,432,994	$	35.45	1,487,506	$	35.68	1,863,110	$	35.04
Restricted Performance Units/Awards outstanding, end of period (2)	1,105,650	$	35.75	1,330,925	$	35.31	1,755,125	$	34.89

(1)	This change in 2020 resulted from certain Other Employee Performance Awards that vested during the third quarter of 2020.

(2)	These stock units/awards are included in the caption “Total restricted stock units/awards outstanding, end of period.” See discussion of the 2013 LTIP and Other Employee Performance Awards below.

Long-Term Performance-Based Plans

2013 LTIP. During 2013, we adopted a long-term, performance-based stock incentive plan (the “2013 LTIP”). The 2013 LTIP provides stock options and restricted stock units in combination, which vest based on certain company-specific subscriber and financial performance conditions. Exercise of the stock awards is contingent on achieving these performance conditions by September 30, 2022. This plan expired on January 1, 2023 which resulted in the cancellation of 783,500 stock options and 391,750 restricted stock units and awards.

2017 LTIP. On December 2, 2016, we adopted a long-term, performance-based stock incentive plan (the “2017 LTIP”). The 2017 LTIP provided stock options, which were subject to vesting based on certain company-specific subscriber and financial performance conditions. Awards were initially granted under the 2017 LTIP as of January 1, 2017. Exercise of the stock awards was contingent on achieving these performance conditions by December 31, 2020, however, none of the performance conditions were achieved. This plan will expire on January 1, 2027 which as of December 31, 2022, would result in the cancellation of 1,689,380 stock options.

2019 LTIP. On August 17, 2018, we adopted a long-term, performance-based stock incentive plan (the “2019 LTIP”). The 2019 LTIP provides stock options, which vest based on certain company-specific subscriber, operational and/or financial performance conditions. Vesting of the stock awards is contingent on achieving these conditions by December 31, 2023.

Although no awards vest until the Company attains the performance conditions described above, compensation related to the 2019 LTIP will be recorded based on management’s assessment of the probability of meeting the performance conditions. If the performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition.

During the years ended December 31, 2022, 2021 and 2020, we determined that 89%, 90% and 95%, respectively, of the 2019 LTIP performance conditions were probable of achievement. As a result, non-cash, stock-based compensation expense was recorded for the years ended December 31, 2022, 2021 and 2020, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2022 and 2021, approximately 75% and 69%, respectively, of the 2019 LTIP awards had vested.

2022 Incentive Plan. On December 30, 2021, we adopted a performance-based incentive plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides stock options, which vest based on certain company-specific operational and/or financial performance conditions. Awards were initially granted under the 2022 Incentive Plan as of February 1, 2022. Exercise of the stock awards is contingent on achieving these conditions by December 31, 2026.

Although no awards vest until the Company attains the performance conditions described above, compensation related to the 2022 Incentive Plan will be recorded based on management’s assessment of the probability of meeting the performance conditions. If the performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition.

During the year ended December 31, 2022, we determined that 100% of the 2022 Incentive Plan performance conditions were probable of achievement. As a result, non-cash, stock-based compensation expense was recorded for the years ended December 31, 2022 as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2022, approximately 33% of the 2022 Incentive Plan awards had vested.

Ergen 2020 Performance Award. On November 4, 2020, our Executive Compensation Committee of the Board of Directors approved an award to Charles W. Ergen, our Chairman, of long-term performance-based options (the “Ergen 2020 Performance Award”) to purchase up to 12,500,000 shares of DISH Network’s Class A common stock. The award is subject to the achievement of specified DISH Network Class A common stock price targets during the approximate ten-year period following the date of grant. The award was granted on November 6, 2020 and will expire on February 6, 2031.

Although no awards will vest until the market conditions are satisfied, as of December 31, 2020, we began recording non-cash, stock-based compensation expense for each vesting tranche based on the estimated achievement date of the specified stock price target. The valuation and probability of achievement for each tranche is determined using a Monte Carlo simulation. The same Monte Carlo simulation is used as the basis for determining the expected achievement date. As the probability of achievement is factored in as part of the Monte Carlo simulation, the expense for these tranches will be recognized concurrently over each tranche’s estimated achievement date even if some or all of the options never vest. If the related milestone for a tranche is achieved earlier than is expected, all unamortized expense for such tranche will be recognized immediately. Non-cash, stock-based compensation expense was recorded for the years ended December 31, 2022, 2021 and 2020, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2022 and 2021, approximately 20% of the Ergen 2020 Performance Award awards had vested.

Other Employee Performance Awards. In addition to the above long-term, performance stock incentive plans, we have other stock awards that vest based on certain other company-specific subscriber, operational and/or financial performance conditions. Exercise of these stock awards is contingent on achieving certain performance conditions.

Additional compensation related to these awards will be recorded based on management’s assessment of the probability of meeting the remaining performance conditions. If the remaining performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition. See the table below titled “Estimated Remaining Non-Cash, Stock-Based Compensation Expense.”

Although no awards vest until the performance conditions are attained, we determined that certain performance conditions described above were probable of achievement and, as a result, recorded non-cash, stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.”

The non-cash, stock-based compensation expense associated with these awards was as follows:


	For the Years Ended December 31,
Non-Cash, Stock-Based Compensation Expense Recognized (1)	2022		2021		2020

	(In thousands)
2022 Incentive Plan	$	19,088	$	—	$	—
2019 LTIP		(97)		489		13,088
2013 LTIP		—		(13,610)		(819)
Ergen 2020 Performance Award		12,308		34,513		5,029
Other employee performance awards		4,502		9,033		29,181
Total non-cash, stock-based compensation expense recognized for performance based awards	$	35,801	$	30,425	$	46,479

(1)“Non-Cash, Stock-Based Compensation Expense Recognized” includes actual forfeitures.


Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2022 Incentive Plan		2019 LTIP		Ergen 2020 Performance Award		Other Employee Performance Awards

	(In thousands)
Expense estimated to be recognized during 2023	$	8,155	$	1,930	$	12,308	$	2,460
Estimated contingent expense subsequent to 2023		6,008		6,199		27,730		—
Total estimated remaining expense over the term of the plan	$	14,163	$	8,129	$	40,038	$	2,460

Given the competitive nature of our business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of certain other company-specific subscriber, operational and/or financial performance conditions were not probable as of December 31, 2022, that assessment could change in the future.

Of the 29.9 million stock options and 1.4 million restricted stock units and awards outstanding under our stock incentive plans as of December 31, 2022, the following awards were outstanding pursuant to our performance-based stock incentive plans:


	As of December 31, 2022
Performance Based Stock Options	Number of Awards	Weighted- Average Grant Price
2022 Incentive Plan	1,603,391	$	19.71
2019 LTIP	984,608	$	20.84
2017 LTIP	1,689,380	$	56.95
2013 LTIP (1)	783,500	$	40.77
Ergen 2020 Performance Award	10,000,000	$	27.71
Total	15,060,879	$	30.37

Restricted Performance Units/Awards
2013 LTIP (1)	391,750
Other employee performance awards	713,900
Total	1,105,650

(1)

This plan expired on January 1, 2023.

Stock-Based Compensation

Total non-cash, stock-based compensation expense for all of our employees is shown in the following table for the years ended December 31, 2022, 2021 and 2020 and was allocated to the same expense categories as the base compensation for such employees:


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cost of services	$	6,511	$	4,365	$	7,419
Selling, general and administrative		64,939		47,315		57,535
Total non-cash, stock-based compensation	$	71,450	$	51,680	$	64,954

As of December 31, 2022, our total unrecognized compensation cost related to our non-performance based unvested stock awards was $77 million and will be recognized over a weighted-average period of approximately 4.3 years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest.

Valuation

The fair value of each stock option granted (excluding the Ergen 2020 Performance Award and the Exchange Offer) for the years ended December 31, 2022, 2021 and 2020 was estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions:


	For the Years Ended December 31,
Stock Options	2022							2021							2020
Risk-free interest rate		0.91	%	-		4.06	%		0.44	%	-		1.02	%		0.17	%	-		1.72	%
Volatility factor		44.00	%	-		53.60	%		40.62	%	-		43.48	%		28.91	%	-		48.08	%
Expected term of options in years		2.8		-		5.6			5.5		-		5.6			3.3		-		5.5
Fair value of options granted	$	6.53		-	$	14.17		$	12.46		-	$	18.23		$	5.50		-	$	12.10

While we currently do not intend to declare dividends on our Class A common stock, we may elect to do so from time to time. Accordingly, the dividend yield percentage used in the Black-Scholes option valuation model was set at zero for all periods. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded stock options which have no vesting restrictions and are fully transferable. Consequently, our estimate of fair value may differ from other valuation models. Further, the Black-Scholes option valuation model requires the input of highly subjective assumptions. Changes in these subjective input assumptions can materially affect the fair value estimate.

We will continue to evaluate the assumptions used to derive the estimated fair value of our stock options as new events or changes in circumstances become known.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Deferred tax liabilities	$ 4,226,266
ASU 2020-06
Deferred tax liabilities	$ 245,778	$ 246,000

Income Taxes and Accounting for Uncertainty in Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes and Accounting for Uncertainty in Income Taxes
Unrecognized tax benefits if recognized, could favorably affect our effective tax rate	$ 354
Additional uncertain tax benefits			$ 274
Interest and penalty (credit) expense	22	$ 16	$ 13
Accrued interest and penalties	$ 126	$ 104

Income Taxes and Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes and Accounting for Uncertainty in Income Taxes
NOL for federal income tax purposes	$ 40,000
NOL benefit for state income tax purposes	181,000
Tax benefit related to credit carryforwards	59,000
Current (benefit) provision:
Federal	(23,571)	$ 126,435	$ (230,935)
State	59,690	31,944	22,566
Foreign	(7,118)	2,387	7,471
Total current (benefit) provision	29,001	160,766	(200,898)
Deferred (benefit) provision:
Federal	615,323	509,405	610,528
State	85,045	86,822	243,216
Increase (decrease) in valuation allowance	2,367	5,817	45,429
Total deferred (benefit) provision	702,735	602,044	899,173
Total (benefit) provision	731,736	762,810	698,275
Income (loss) before income taxes	3,104,643	$ 3,218,756	$ 2,572,211
Portion of Income (loss) before income taxes related to foreign operations	$ 2,000
Reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes
Statutory rate (as a percent)	21.00%	21.00%	21.00%
State income taxes, net of Federal benefits (as a percent)	3.60%	3.10%	4.60%
State apportionment changes (as a percent)			5.40%
Cares Act NOL Carryback (as a percent)			(2.30%)
Other, net (as a percent)	(1.00%)	(0.40%)	(1.60%)
Total (benefit) provision for income taxes (as a percent)	23.60%	23.70%	27.10%
Deferred tax assets:
NOL, credit and other carryforwards	$ 445,389	$ 144,742
Accrued and prepaid expenses	672,854	282,711
Stock-based compensation	23,738	15,847
Unrealized (gains) losses on available for sale and other investments		12,825
Discount on convertible notes and convertible note hedge transaction, net	64,643	79,644
Deferred revenue	6,903	7,025
Total deferred tax assets	1,213,527	542,794
Valuation allowance	(81,972)	(79,605)
Deferred tax asset after valuation allowance	1,131,555	463,189
Deferred tax liabilities:
Depreciation	(1,374,276)	(858,707)
Unrealized (gains) losses on available for sale and other investments	(244,397)
FCC authorizations and other intangible amortization	(3,400,772)	(2,933,660)
Bases differences in partnerships and cost method investments	(1,042,245)	(897,088)
Total deferred tax liabilities	(6,061,690)	(4,689,455)
Net deferred tax asset (liability)	(4,930,135)	(4,226,266)
Reconciliation of the beginning and ending amount of unrecognized tax benefits
Balance as of beginning of period	388,837	378,467	$ 674,207
Additions based on tax positions related to the current year	35,180	303	233
Additions based on tax positions related to prior years	14,723	12,095	1,999
Reductions based on tax positions related to prior years	(7,100)	(1,400)	(296,265)
Reductions based on tax positions related to settlements with taxing authorities			(831)
Reductions based on tax positions related to the lapse of the statute of limitations		(628)	(876)
Balance as of end of period	$ 431,640	$ 388,837	$ 378,467

Segment Reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting

Segment Reporting

16. 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, and purchases of property and equipment (including capitalized interest related to FCC authorizations) by segment were as follows:


	As of December 31,
	2022		2021

	(In thousands)
Total assets:
Pay-TV	$	46,295,495	$	43,799,761
Wireless (1)		46,261,004		33,310,090
Eliminations (1)		(39,949,937)		(29,108,126)
Total assets	$	52,606,562	$	48,001,725

(1)	The increase primarily resulted from intercompany advances to purchase the 3.45–3.55 GHz band licenses and for capital expenditures related to our 5G Network Deployment. See Note 10 for further information.


					All
					Other &		Consolidated
	Pay-TV		Wireless		Eliminations		Total

	(In thousands)
Year Ended December 31, 2022
Total revenue	$	12,505,392	$	4,180,018	$	(6,003)	$	16,679,407
Depreciation and amortization		428,472		288,601		—		717,073
Operating income (loss)		2,933,898		(888,232)		—		2,045,666
Interest income		1,872,645		5		(1,829,874)		42,776
Interest expense, net of amounts capitalized		(1,036,829)		(815,826)		1,829,874		(22,781)
Other, net		1,264		1,037,718		—		1,038,982
Income tax (provision) benefit, net		(911,955)		180,219		—		(731,736)
Net income (loss)		2,859,023		(486,116)		—		2,372,907

Year Ended December 31, 2021
Total revenue	$	12,928,707	$	4,957,272	$	(4,873)	$	17,881,106
Depreciation and amortization		538,836		186,016		—		724,852
Operating income (loss)		3,075,580		127,455		—		3,203,035
Interest income		1,346,502		6		(1,335,170)		11,338
Interest expense, net of amounts capitalized		(819,510)		(531,834)		1,335,170		(16,174)
Other, net		(2,917)		23,474		—		20,557
Income tax (provision) benefit, net		(853,362)		90,552		—		(762,810)
Net income (loss)		2,746,293		(290,347)		—		2,455,946

Year Ended December 31, 2020
Total revenue	$	12,897,413	$	2,599,842	$	(3,820)	$	15,493,435
Depreciation and amortization		613,926		100,626		—		714,552
Operating income (loss) (1)		2,903,183		(320,568)		—		2,582,615
Interest income		1,676,953		4		(1,654,223)		22,734
Interest expense, net of amounts capitalized		(922,876)		(744,321)		1,654,223		(12,974)
Other, net		2,020		(22,184)		—		(20,164)
Income tax (provision) benefit, net		(836,296)		138,021		—		(698,275)
Net income (loss)		2,822,984		(949,048)		—		1,873,936

(1)	The year ended December 31, 2020 was negatively impacted by an “Impairment of long-lived assets” of $356 million. See Note 2 for further information.


	Pay-TV		Wireless		Total

	(In thousands)
Year Ended December 31, 2022
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	131,093	$	3,580,518	$	3,711,611

Year Ended December 31, 2021
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	173,485	$	1,790,042	$	1,963,527

Year Ended December 31, 2020
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	317,196	$	875,310	$	1,192,506

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 Years Ended December 31,
Revenue:	2022		2021		2020

	(In thousands)
United States	$	16,639,627	$	17,821,876	$	15,442,371
Canada and Mexico		39,780		59,230		51,064
Total revenue	$	16,679,407	$	17,881,106	$	15,493,435

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



	For the Years Ended December 31,
Category:	2022		2021		2020

	(In thousands)
Pay-TV subscriber and related revenue	$	12,351,918	$	12,748,334	$	12,702,345
Wireless services and related revenue		3,653,909		4,142,883		2,143,703
Pay-TV equipment sales and other revenue		153,474		180,373		195,068
Wireless equipment sales and other revenue		526,109		814,389		456,139
Eliminations		(6,003)		(4,873)		(3,820)
Total	$	16,679,407	$	17,881,106	$	15,493,435

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Summary of Significant Accounting Policies (Details) $ in Thousands		3 Months Ended		12 Months Ended
	Dec. 30, 2020 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Accounting policy disclosures
Redeemable noncontrolling interests				$ 464,359	$ 395,222
Capitalized Contract Cost				347,000	393,000	$ 316,000
Amortization expense related to the programs				423,000	391,000	160,000
Total costs capitalized				$ 381,000	458,000
Revenue, Practical Expedient, Financing Component [true false]				true
Number of reporting units \| segment				2
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Accounts Receivable, Net, Current				$ 953,812	942,561
Allowance for Doubtful Accounts Receivable, Current				$ 44,431	38,534
Impairment of Long-Lived Assets
Impairment of long-lived assets						356,418
Long-Term Deferred Revenue, Distribution and Carriage Payments
Deferred upfront payment, amortization period				10 years
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt		$ 1,051,000				329,409
Advertising expenses				$ 633,000	535,000	528,000
Accounting Standards Update and Change in Accounting Principle [Abstract]
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt		1,051,000				329,409
Variable Interest Entity
Payment For Purchase Agreement						311,735
Research and Development
Research and development cost				$ 45,000	29,000	$ 24,000
ASU 2020-06
Long-Term Deferred Revenue, Distribution and Carriage Payments
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt		246,000
Accounting Standards Update and Change in Accounting Principle [Abstract]
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt		246,000
Class B common stock \| Northstar Manager LLC
Variable Interest Entity
Equity Method Investment, Ownership Percentage	3.00%
Minimum
Accounting policy disclosures
Useful life				2 years
Impairment of Long-Lived Assets
Useful life				2 years
Business Combinations
Acquired intangible assets, average finite useful life				1 year
Maximum
Accounting policy disclosures
Useful life				20 years
Impairment of Long-Lived Assets
Useful life				20 years
Business Combinations
Acquired intangible assets, average finite useful life				20 years
Northstar Spectrum
Accounting policy disclosures
Value of ownership interest accrued				$ 96,000
SNR HoldCo
Accounting policy disclosures
Value of ownership interest accrued				368,000
NBIoT capitalized costs
Impairment of Long-Lived Assets
Impairment of long-lived assets			$ 253,000
Northstar Manager LLC \| Class B common stock
Variable Interest Entity
Ownership percentage	97.00%
Payment For Purchase Agreement	$ 312,000
Northstar Manager LLC \| Class B common stock \| Northstar Manager LLC
Variable Interest Entity
Equity Method Investment, Ownership Percentage	3.00%
Northstar Manager LLC \| American II \| Class B common stock
Variable Interest Entity
Ownership percentage	80.00%
AWS-4 Satellites
Accounting policy disclosures
Fair value after write down		$ 0		$ 0
Impairment of Long-Lived Assets
Impairment of long-lived assets			$ 103,000
BoostUP
Accounting policy disclosures
Installment plan period for long term customers				18 months
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Accounts Receivable, Net, Current				$ 17,000	44,000
Allowance for Doubtful Accounts Receivable, Current				$ 2,000	$ 5,000

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Maturities of lease liabilities: Operating lease
2023	$ 268,453
2024	298,054
2025	328,988
2026	357,711
2027	360,164
Thereafter	2,898,888
Total lease payments	4,512,258
Less: Imputed interest	(1,630,345)
Total	2,881,913	$ 1,529,143
Less: Current portion	(194,030)	(75,748)
Long-term portion of lease obligations	2,687,883	1,453,395
Maturities of lease liabilities: Finance lease
2023	58,031
2024	49,450
2025	20,045
2026	12,905
Total lease payments	140,431
Less: Imputed interest	(17,078)
Total	123,353	99,658
Less: Current portion	(48,066)	(34,772)
Long-term portion of lease obligations	75,287	$ 64,886
Future minimum payments for total lease liabilities
2023	326,484
2024	347,504
2025	349,033
2026	370,616
2027	360,164
Thereafter	2,898,888
Total lease payments	4,652,689
Less: Imputed interest	(1,647,423)
Total	3,005,266
Less: Current portion	(242,096)
Long-term portion of lease obligations	$ 2,763,170

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory

Schedule of inventory


	As of December 31,
	2022		2021

	(In thousands)
Finished goods	$	447,322	$	489,073
Work-in-process and service repairs		19,351		19,074
Raw materials		35,700		26,790
Total inventory	$	502,373	$	534,937

Income Taxes and Accounting for Uncertainty in Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes and Accounting for Uncertainty in Income Taxes

Schedule of components of the (provision for) benefit from income taxes


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Current (benefit) provision:
Federal	$	(23,571)	$	126,435	$	(230,935)
State		59,690		31,944		22,566
Foreign		(7,118)		2,387		7,471
Total current (benefit) provision		29,001		160,766		(200,898)

Deferred (benefit) provision:
Federal		615,323		509,405		610,528
State		85,045		86,822		243,216
Increase (decrease) in valuation allowance		2,367		5,817		45,429
Total deferred (benefit) provision		702,735		602,044		899,173
Total (benefit) provision	$	731,736	$	762,810	$	698,275

Schedule of reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes


	For the Years Ended December 31,
	2022	2021	2020

	% of pre-tax income/(loss)
Statutory rate	21.0	21.0	21.0
State income taxes, net of federal benefit	3.6	3.1	4.6
State apportionment changes	—	—	5.4
Cares Act NOL Carryback	—	—	(2.3)
Other, net	(1.0)	(0.4)	(1.6)
Total (benefit) provision for income taxes	23.6	23.7	27.1

Schedule of deferred tax assets and liabilities


	As of December 31,
	2022		2021

	(In thousands)
Deferred tax assets:
NOL, interest, credit and other carryforwards	$	445,389	$	144,742
Accrued and prepaid expenses		672,854		282,711
Stock-based compensation		23,738		15,847
Unrealized (gains) losses on available for sale and other investments		—		12,825
Discount on convertible notes and convertible note hedge transaction, net		64,643		79,644
Deferred revenue		6,903		7,025
Total deferred tax assets		1,213,527		542,794
Valuation allowance		(81,972)		(79,605)
Deferred tax asset after valuation allowance		1,131,555		463,189

Deferred tax liabilities:
Depreciation		(1,374,276)		(858,707)
Unrealized (gains) losses on available for sale and other investments (1)		(244,397)		—
FCC authorizations and other intangible amortization		(3,400,772)		(2,933,660)
Bases differences in partnerships and cost method investments (2)		(1,042,245)		(897,088)
Total deferred tax liabilities		(6,061,690)		(4,689,455)
Net deferred tax asset (liability)	$	(4,930,135)	$	(4,226,266)

(1)	Included in this line item are deferred taxes related to, among other things, the change in value of a derivative instrument related to the increase in our probability of exercising the purchase option. See Note 6 for further information.

(2)	Included in this line item are deferred taxes related to, among other things, our noncontrolling investments in Northstar Spectrum and SNR HoldCo, including deferred taxes created by the tax amortization of the Northstar Licenses and SNR Licenses.

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits


	For the Years Ended December 31,
Unrecognized tax benefit	2022		2021		2020

	(In thousands)
Balance as of beginning of period	$	388,837	$	378,467	$	674,207
Additions based on tax positions related to the current year		35,180		303		233
Additions based on tax positions related to prior years		14,723		12,095		1,999
Reductions based on tax positions related to prior years		(7,100)		(1,400)		(296,265)
Reductions based on tax positions related to settlements with taxing authorities		—		—		(831)
Reductions based on tax positions related to the lapse of the statute of limitations		—		(628)		(876)
Balance as of end of period	$	431,640	$	388,837	$	378,467

Stock-Based Compensation - Long-Term Performance-Based Plans - Additional (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2022	Dec. 31, 2019
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 71,450	$ 51,680	$ 64,954
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	15,060,879			13
Weighted-Average Exercise Price (in dollars per share)	$ 30.37	$ 34.95		$ 20.00
Restricted Performance Units (in shares)	1,432,994	1,487,506	1,863,110		1,504,370
Long-Term Performance Based Plans
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ (97)	$ 489	$ 13,088
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2023	1,930
Estimated contingent expense subsequent to 2023	6,199
Total estimated remaining expense over the term of plan	$ 8,129
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	984,608
Weighted-Average Exercise Price (in dollars per share)	$ 20.84
LTIP 2013
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		(13,610)	(819)
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	783,500
Weighted-Average Exercise Price (in dollars per share)	$ 40.77
LTIP 2017
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	1,689,380
Weighted-Average Exercise Price (in dollars per share)	$ 56.95
Ergen 2020 Performance Award.
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 12,308	34,513	5,029
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2023	12,308
Estimated contingent expense subsequent to 2023	27,730
Total estimated remaining expense over the term of plan	$ 40,038
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	10,000,000
Weighted-Average Exercise Price (in dollars per share)	$ 27.71
2022 Incentive Plan
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 19,088
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2023	8,155
Estimated contingent expense subsequent to 2023	6,008
Total estimated remaining expense over the term of plan	$ 14,163
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	1,603,391
Weighted-Average Exercise Price (in dollars per share)	$ 19.71
Class A common stock
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	29,900,000
Other Employee Performance Awards
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 4,502	9,033	29,181
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2023	2,460
Total estimated remaining expense over the term of plan	$ 2,460
Share-based compensation additional disclosures
Restricted Performance Units (in shares)	713,900
Other Employee Performance Awards \| Continuing operations
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 35,801	$ 30,425	$ 46,479
Restricted stock units
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	1,400,000
Restricted Performance Units (in shares)	1,105,650	1,330,925	1,755,125
Restricted stock units \| LTIP 2013
Share-based compensation additional disclosures
Restricted Performance Units (in shares)	391,750
Restricted stock units \| Class A common stock
Share-based compensation additional disclosures
Performance Based Stock Options (in shares)	1,400,000

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-based compensation

Schedule of exercise prices for stock options outstanding and exercisable


					As of December 31, 2022
					Options Outstanding				Options Exercisable
					Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price
$	10.01	-	$	20.00	14,058,700	9.31	$	19.88	3,157,297	9.34	$	19.94
$	20.01	-	$	30.00	12,734,761	8.07	$	27.71	2,622,669	8.01	$	27.68
$	30.01	-	$	40.00	1,387,980	2.40	$	35.74	416,520	4.08	$	34.76
$	40.01	-	$	50.00	88,939	4.01	$	46.60	22,600	2.17	$	46.93
$	50.01	-	$	60.00	1,223,126	3.72	$	57.82	—	—	$	—
$	60.01	-	$	70.00	414,500	3.33	$	63.81	4,000	—	$	63.90
$	10.01	-	$	70.00	29,908,006	8.14	$	26.19	6,223,086	8.40	$	24.32

Schedule of stock option activity


	For the Years Ended December 31,
	2022			2021			2020
	Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price		Options	Weighted- Average Exercise Price
Total options outstanding, beginning of period (1)	26,702,903	$	34.95	27,248,662	$	34.85	13,715,612	$	41.71
Granted (2)(3)	18,031,503	$	22.42	2,005,000	$	39.56	15,410,500	$	28.71
Exercised	(27,635)	$	29.61	(1,316,485)	$	31.49	(714,595)	$	17.44
Forfeited and cancelled (3)	(14,798,765)	$	37.40	(1,234,274)	$	43.83	(1,162,855)	$	45.17
Total options outstanding, end of period	29,908,006	$	26.19	26,702,903	$	34.95	27,248,662	$	34.85
Performance/market based options outstanding, end of period (4)	15,060,879	$	30.37	13,953,818	$	32.89	17,403,339	$	32.59
Exercisable at end of period	6,223,086	$	24.32	7,741,300	$	37.04	5,193,238	$	40.21

(1)	The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $34.95 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021.

(2)	Includes the Ergen 2020 Performance Award of 12,500,000 options granted on November 6, 2020.

(3)	Includes approximately 13 million stock options granted and cancelled in connection with the Exchange Offer.

(4)	These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2013 LTIP, 2017 LTIP, 2019 LTIP, 2022 Incentive Plan, Ergen 2020 Performance Award and Other Employee Performance Awards below.

Schedule of realized tax benefits from stock awards exercised


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Tax benefit from stock awards exercised	$	573	$	4,153	$	7,576

Schedule of aggregate intrinsic value of stock options outstanding and exercisable


	As of December 31, 2022
	Options Outstanding		Options Exercisable

	(In thousands)
Aggregate intrinsic value	$	36	$	2

Schedule of restricted stock unit activity


	For the Years Ended December 31,
	2022			2021			2020
	Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value		Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value		Restricted Stock Units/Awards	Weighted- Average Grant Date Fair Value
Total restricted stock units/awards outstanding, beginning of period	1,487,506	$	35.68	1,863,110	$	35.04	1,504,370	$	50.81
Granted	262,812	$	31.01	79,288	$	42.41	1,696,000	$	33.07
Vested (1)	(88,386)	$	31.78	(28,955)	$	43.26	(916,315)	$	53.82
Forfeited and cancelled	(228,938)	$	33.28	(425,937)	$	33.62	(420,945)	$	42.56
Total restricted stock units/awards outstanding, end of period	1,432,994	$	35.45	1,487,506	$	35.68	1,863,110	$	35.04
Restricted Performance Units/Awards outstanding, end of period (2)	1,105,650	$	35.75	1,330,925	$	35.31	1,755,125	$	34.89

(1)	This change in 2020 resulted from certain Other Employee Performance Awards that vested during the third quarter of 2020.

(2)	These stock units/awards are included in the caption “Total restricted stock units/awards outstanding, end of period.” See discussion of the 2013 LTIP and Other Employee Performance Awards below.

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


	For the Years Ended December 31,
Non-Cash, Stock-Based Compensation Expense Recognized (1)	2022		2021		2020

	(In thousands)
2022 Incentive Plan	$	19,088	$	—	$	—
2019 LTIP		(97)		489		13,088
2013 LTIP		—		(13,610)		(819)
Ergen 2020 Performance Award		12,308		34,513		5,029
Other employee performance awards		4,502		9,033		29,181
Total non-cash, stock-based compensation expense recognized for performance based awards	$	35,801	$	30,425	$	46,479

(1)“Non-Cash, Stock-Based Compensation Expense Recognized” includes actual forfeitures.

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


	As of December 31, 2022
Performance Based Stock Options	Number of Awards	Weighted- Average Grant Price
2022 Incentive Plan	1,603,391	$	19.71
2019 LTIP	984,608	$	20.84
2017 LTIP	1,689,380	$	56.95
2013 LTIP (1)	783,500	$	40.77
Ergen 2020 Performance Award	10,000,000	$	27.71
Total	15,060,879	$	30.37

Restricted Performance Units/Awards
2013 LTIP (1)	391,750
Other employee performance awards	713,900
Total	1,105,650

(1)

This plan expired on January 1, 2023.

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


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cost of services	$	6,511	$	4,365	$	7,419
Selling, general and administrative		64,939		47,315		57,535
Total non-cash, stock-based compensation	$	71,450	$	51,680	$	64,954

Schedule of assumptions of Black-Scholes option valuation model


	For the Years Ended December 31,
Stock Options	2022							2021							2020
Risk-free interest rate		0.91	%	-		4.06	%		0.44	%	-		1.02	%		0.17	%	-		1.72	%
Volatility factor		44.00	%	-		53.60	%		40.62	%	-		43.48	%		28.91	%	-		48.08	%
Expected term of options in years		2.8		-		5.6			5.5		-		5.6			3.3		-		5.5
Fair value of options granted	$	6.53		-	$	14.17		$	12.46		-	$	18.23		$	5.50		-	$	12.10

2022 Incentive Plan, 2019 LTIP, 2013 LTIP and Other

Share-based compensation

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


Estimated Remaining Non-Cash, Stock-Based Compensation Expense	2022 Incentive Plan		2019 LTIP		Ergen 2020 Performance Award		Other Employee Performance Awards

	(In thousands)
Expense estimated to be recognized during 2023	$	8,155	$	1,930	$	12,308	$	2,460
Estimated contingent expense subsequent to 2023		6,008		6,199		27,730		—
Total estimated remaining expense over the term of the plan	$	14,163	$	8,129	$	40,038	$	2,460

Income Taxes and Accounting for Uncertainty in Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes and Accounting for Uncertainty in Income Taxes

11. Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes

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

We file consolidated tax returns in the United States. The income taxes of domestic and foreign subsidiaries not included in the United States tax group are presented in our consolidated financial statements on a separate return basis for each tax paying entity.

As of December 31, 2022, we had $40 million net operating loss carryforwards (“NOLs”) for federal income tax purposes and $181 million of NOL carryforwards for state income tax purposes, which are partially offset by a valuation allowance. In addition, there are $59 million of tax benefits related to credit carryforwards which are partially offset by a valuation allowance. Portions of the state NOL and credit carryforwards expired in 2022.

The components of the (benefit from) provision for income taxes were as follows:


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Current (benefit) provision:
Federal	$	(23,571)	$	126,435	$	(230,935)
State		59,690		31,944		22,566
Foreign		(7,118)		2,387		7,471
Total current (benefit) provision		29,001		160,766		(200,898)

Deferred (benefit) provision:
Federal		615,323		509,405		610,528
State		85,045		86,822		243,216
Increase (decrease) in valuation allowance		2,367		5,817		45,429
Total deferred (benefit) provision		702,735		602,044		899,173
Total (benefit) provision	$	731,736	$	762,810	$	698,275

Our $3.105 billion of “Income (loss) before income taxes” on our Consolidated Statements of Operations and Comprehensive Income (Loss) included losses of $2 million related to our foreign operations.

The following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal tax rate:


	For the Years Ended December 31,
	2022	2021	2020

	% of pre-tax income/(loss)
Statutory rate	21.0	21.0	21.0
State income taxes, net of federal benefit	3.6	3.1	4.6
State apportionment changes	—	—	5.4
Cares Act NOL Carryback	—	—	(2.3)
Other, net	(1.0)	(0.4)	(1.6)
Total (benefit) provision for income taxes	23.6	23.7	27.1

Deferred taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Significant components of deferred tax assets and liabilities were as follows:


	As of December 31,
	2022		2021

	(In thousands)
Deferred tax assets:
NOL, interest, credit and other carryforwards	$	445,389	$	144,742
Accrued and prepaid expenses		672,854		282,711
Stock-based compensation		23,738		15,847
Unrealized (gains) losses on available for sale and other investments		—		12,825
Discount on convertible notes and convertible note hedge transaction, net		64,643		79,644
Deferred revenue		6,903		7,025
Total deferred tax assets		1,213,527		542,794
Valuation allowance		(81,972)		(79,605)
Deferred tax asset after valuation allowance		1,131,555		463,189

Deferred tax liabilities:
Depreciation		(1,374,276)		(858,707)
Unrealized (gains) losses on available for sale and other investments (1)		(244,397)		—
FCC authorizations and other intangible amortization		(3,400,772)		(2,933,660)
Bases differences in partnerships and cost method investments (2)		(1,042,245)		(897,088)
Total deferred tax liabilities		(6,061,690)		(4,689,455)
Net deferred tax asset (liability)	$	(4,930,135)	$	(4,226,266)

(1)	Included in this line item are deferred taxes related to, among other things, the change in value of a derivative instrument related to the increase in our probability of exercising the purchase option. See Note 6 for further information.

(2)	Included in this line item are deferred taxes related to, among other things, our noncontrolling investments in Northstar Spectrum and SNR HoldCo, including deferred taxes created by the tax amortization of the Northstar Licenses and SNR Licenses.

Accounting for Uncertainty in Income Taxes

In addition to filing federal income tax returns, we and one or more of our subsidiaries file income tax returns in all states that impose an income tax and a small number of foreign jurisdictions where we have immaterial operations. We are subject to United States federal, state and local income tax examinations by tax authorities for the years beginning in 2008 due to the carryover of previously incurred NOLs. We are currently under a federal income tax examination for years 2008 through 2011, 2013 through 2016, and 2018 through 2019.

A reconciliation of the beginning and ending amount of unrecognized tax benefits included in “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets was as follows:


	For the Years Ended December 31,
Unrecognized tax benefit	2022		2021		2020

	(In thousands)
Balance as of beginning of period	$	388,837	$	378,467	$	674,207
Additions based on tax positions related to the current year		35,180		303		233
Additions based on tax positions related to prior years		14,723		12,095		1,999
Reductions based on tax positions related to prior years		(7,100)		(1,400)		(296,265)
Reductions based on tax positions related to settlements with taxing authorities		—		—		(831)
Reductions based on tax positions related to the lapse of the statute of limitations		—		(628)		(876)
Balance as of end of period	$	431,640	$	388,837	$	378,467

We have $354 million in unrecognized tax benefits that, if recognized, could favorably affect our effective tax rate. We do not expect any material portion of this amount to be paid or settled within the next 12 months. During the year ended December 31, 2019, we recorded $274 million of additional uncertain tax benefits related to a tax position for certain provisions of the Tax Reform Act. As of December 31, 2020, these amounts were reversed as new Federal Tax Regulations released in 2020 resolved these uncertainties. The position relates to a timing difference and resolution with respect to the position did not impact our effective tax rate. Accrued interest and penalties on uncertain tax positions are recorded as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss). During the years ended December 31, 2022, 2021 and 2020, we recorded $22 million, $16 million and $13 million in net interest and penalty expense to earnings, respectively. Accrued interest and penalties were $126 million and $104 million at December 31, 2022 and 2021, respectively. The above table excludes these amounts.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Basic and Diluted Net Income (Loss) Per Share

12 Months Ended

Dec. 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 3 3/8% Convertible Notes due 2026 issued August 8, 2016 (the “Convertible Notes due 2026”), our 2 3/8% Convertible Notes due 2024 issued March 17, 2017 (the “Convertible Notes due 2024”) and our 0% Convertible Notes due 2025 issued December 21, 2020 (the “Convertible Notes due 2025,” and collectively with the Convertible Notes due 2026 and the Convertible Notes due 2024, the “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 for the period.

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 Years Ended December 31,
	2022		2021		2020

		(In thousands, except per share amounts)
Net income (loss)	$	2,372,907	$	2,455,946	$	1,873,936
Less: Net income (loss) attributable to noncontrolling interests, net of tax		69,674		45,304		111,263
Net income (loss) attributable to DISH Network - Basic		2,303,233		2,410,642		1,762,673
Interest on dilutive Convertible Notes, net of tax (1)		—		—		—
Net income (loss) attributable to DISH Network - Diluted	$	2,303,233	$	2,410,642	$	1,762,673

Weighted-average common shares outstanding - Class A and B common stock:
Basic		530,114		527,844		524,761
Dilutive impact of Convertible Notes (2)		107,016		107,016		59,526
Dilutive impact of stock awards outstanding		160		1,203		73
Diluted		637,290		636,063		584,360

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	4.34	$	4.57	$	3.36
Diluted net income (loss) per share attributable to DISH Network	$	3.61	$	3.79	$	3.02

(1)

For the years ended December 31, 2022, 2021 and 2020, substantially all of our interest expense was capitalized. See Note 2 for further information.

(2)

The impact of the potential dilution from conversion of our 0% Convertible Notes due 2025, as discussed above, is included assuming conversion as of the December 21, 2020 issuance date into approximately 48.8 million shares of our Class A common stock.

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 December 31,
	2022	2021	2020

	(In thousands)
Anti-dilutive stock awards	9,437	7,582	9,083
Performance/market based options	15,061	13,954	17,403
Restricted Performance Units/Awards	1,106	1,331	1,755
Common stock warrants	46,029	46,029	46,029
Total	71,633	68,896	74,270

Long-Term Debt and Finance Lease Obligations

12 Months Ended

Dec. 31, 2022

Long-Term Debt and Finance Lease Obligations

Long-Term Debt and Finance Lease Obligations

10. Long-Term Debt and Finance Lease Obligations

Fair Value of our Long-Term Debt

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


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

	(In thousands)
5 7/8% Senior Notes due 2022 (1)	$	—	$	—	$	2,000,000	$	2,039,700
5% Senior Notes due 2023 (2)		1,443,179		1,441,635		1,500,000		1,541,670
2 3/8% Convertible Notes due 2024		1,000,000		906,970		1,000,000		966,990
5 7/8% Senior Notes due 2024		2,000,000		1,870,940		2,000,000		2,060,180
0% Convertible Notes due 2025		2,000,000		1,287,540		2,000,000		2,016,880
7 3/4% Senior Notes due 2026		2,000,000		1,620,280		2,000,000		2,122,700
3 3/8% Convertible Notes due 2026		3,000,000		1,894,230		3,000,000		2,844,030
5 1/4% Senior Secured Notes due 2026		2,750,000		2,336,813		2,750,000		2,792,900
11 3/4% Senior Secured Notes due 2027 (3)		2,000,000		2,071,240		—		—
7 3/8% Senior Notes due 2028		1,000,000		708,320		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028		2,500,000		2,013,675		2,500,000		2,520,650
5 1/8% Senior Notes due 2029		1,500,000		976,755		1,500,000		1,365,645
Other notes payable		138,303		138,303		137,069		137,069
Subtotal		21,331,482	$	17,266,700		21,387,069	$	21,425,474
Unamortized deferred financing costs and other debt discounts, net		(105,697)				(69,711)
Finance lease obligations (4)		123,353				99,658
Total long-term debt and finance lease obligations (including current portion)	$	21,349,138			$	21,417,016

(1)	As of July 15, 2022, we had repurchased or redeemed the principal balance of our 5 7/8% Senior Notes due 2022.

(2)

During the year ended December 31, 2022, we repurchased approximately $57 million of our 5% Senior Notes due 2023 in open market trades. The remaining balance of approximately $1.443 billion matures on March 15, 2023. Our 5% Senior Notes due 2023 have been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022.

(3)	On January 26, 2023, we issued an additional $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due November 15, 2027.

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

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

Unsecured Senior Notes

Our Senior Notes are:

●

general unsecured senior obligations of DISH DBS Corporation (“DISH DBS”);

●

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

●

ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.

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

●

incur additional debt;

●

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

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

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

5% Senior Notes due 2023

On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5% Senior Notes due March 15, 2023. Interest accrues at an annual rate of 5% and is payable semi-annually in cash, in arrears on March 15 and September 15 of each year.

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

5 7/8% Senior Notes due 2024

On November 20, 2014, we issued $2.0 billion aggregate principal amount of our ten-year 5 7/8% Senior Notes due November 15, 2024. Interest accrues at an annual rate of 5 7/8% and is payable semi-annually in cash, in arrears on May 15 and November 15 of each year.

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

7 3/4% Senior Notes due 2026

On June 13, 2016, we issued $2.0 billion aggregate principal amount of our ten-year 7 3/4% Senior Notes due July 1, 2026. Interest accrues at an annual rate of 7 3/4% and is payable semi-annually in cash, in arrears on January 1 and July 1 of each year.

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

7 3/8% Senior Notes due 2028

On July 1, 2020, we issued $1.0 billion aggregate principal amount of our 7 3/8% Senior Notes due July 1, 2028. Interest accrues at an annual rate of 7 3/8% and is payable semi-annually in cash, in arrears on January 1 and July 1 of each year.

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

5 1/8% Senior Notes due 2029

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

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

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.

DISH DBS Senior Secured Notes

Our DISH DBS Senior Secured Notes are:

●

general senior secured obligations of DISH DBS Corporation (“DISH DBS”);

●

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

●

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

●

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

●

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

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

●

incur additional debt;

●

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

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

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

5 1/4% Senior Secured Notes due 2026

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

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

5 3/4% Senior Secured Notes due 2028

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

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

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 our 5G Network Deployment. The Intercompany Loan will mature in two tranches, with the first tranche maturing on December 1, 2026 (the “2026 Tranche”) and the second tranche maturing on December 1, 2028 (the “2028 Tranche”). 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 2026 Tranche. Interest accrues and is payable semiannually, and interest payments with respect to the Intercompany Loan are, at our option, payable in kind for the first two years. In the third year, a minimum of 50% of each interest payment due with respect to each tranche of the Intercompany Loan must be paid in cash. Thereafter, interest payments must be paid in cash. Interest will accrue: (a) when paid in cash, at a fixed rate of 0.25% per annum in excess of the interest rate applicable to, in the case of the 2026 Tranche, the 5 1/4% Senior Secured Notes due 2026, and in the case of the 2028 Tranche, the 5 3/4% Senior Secured Notes due 2028 (each, the “Cash Accrual Rate” with respect to the applicable tranche); and (b) when paid in kind, at a rate of 0.75% per annum in excess of the Cash Accrual Rate for the applicable tranche. As of December 31, 2022, the total Intercompany Loan amount outstanding plus interest paid in kind was $7.160 billion. The cash proceeds of the Intercompany Loan of $6.750 billion were paid to the FCC in connection with Weminuche’s winning bids in 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 up to the total loan amount outstanding including interest paid in kind.

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. Under certain circumstances, 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.

DISH Senior Secured Notes

Our DISH Senior Secured Notes are:

●

senior unsecured obligations and guaranteed by certain restricted subsidiaries on a senior secured basis and certain other material subsidiaries;

●

secured on a first priority basis by security interests, in favor of the secured parties, in the collateral, which consists primarily of interests in wireless spectrum licenses within the 600 MHz band (“the Spectrum Collateral”) owned by one of the secured guarantors and any additional subsidiaries of ours that may be added as guarantors from time to time and equity interests in the Spectrum Collateral guarantor(s) and DISH DBS;

●

ranked equally in right of payment with all of our and the guarantor’s existing and future senior indebtedness;

●

ranked senior in right of payment to any of our and the guarantors’ subordinated indebtedness and effectively senior to any of the Secured Guarantors unsecured indebtedness and indebtedness secured by junior liens on the collateral to the extent of the value of the collateral and effectively junior to all the existing and future obligations of any of our subsidiaries that are not Guarantors.

●

ranked effectively junior to our obligations and the obligations of the guarantors that are secured by assets that do not constitute collateral to the extent of the value of such assets;

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

●

incur additional debt;

●

pay dividends or make distributions on our capital stock or repurchase our capital stock;

●

make certain investments of Spectrum Collateral;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

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

11 3/4% Senior Secured Notes due 2027

On November 15, 2022 and January 26, 2023, we issued $2.0 billion and $1.5 billion, respectively, aggregate principal amount of our 11 3/4% Senior Secured Notes due November 15, 2027. Interest accrues at an annual rate of 11 3/4% and is payable semi-annually in cash, in arrears on May 15 and November 15 of each year, commencing on May 15, 2023.

The 11 3/4% Senior Secured Notes due 2027 are redeemable, in whole or in part, at any time prior to May 15, 2025 at a redemption price equal to 100% of their principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. At any time on or after May 15, 2025, we may redeem the 11 3/4% Senior Secured Notes due 2027, in whole at any time or in part from time to time, at the redemption prices specified in the related indenture, together with accrued and unpaid interest, if any, to the redemption date.

Prior to May 15, 2025, we may also redeem up to 40% of the 11 3/4% Senior Secured Notes due 2027 at a redemption price equal to 111.750% of the aggregate principal amount of the 11 3/4% Senior Secured Notes due 2027 redeemed, together with accrued and unpaid interest to such redemption date, with the net cash proceeds from certain equity offerings or capital contributions.

Pursuant to the related indenture, we are required to obtain an initial appraisal of the Spectrum Collateral by an independent appraiser (the “Initial Appraisal”) within 120 days following the issue date of the 11 3/4% Senior Secured Notes due 2027. As of January 17, 2023, the Initial Appraisal certified we had satisfied the requirements under the loan-to-value ratio (as defined in the Indenture). Based on the independent appraisal, the loan-to-value ratio was not greater than 0.35 to 1.00 and the fair market value of the Spectrum Collateral was $10.04 billion. We will also be required to obtain a second appraisal of the Spectrum Collateral (a “Second Appraisal”) within 120 days of the date if wireless spectrum licenses that form part of the Spectrum Collateral accounting for more than 10% of the aggregate MHz-POPs of all such licenses constituting the Spectrum Collateral are forfeited to the Federal Communications Commission as a result of our failure to meet its buildout milestones with respect to such forfeited licenses. If we fail to deliver the Initial Appraisal or a Second Appraisal, as applicable, within 120 days following the issue date of the 11 3/4% Senior Secured Notes due 2027 or the date of forfeiture, respectively, then we will be required to redeem all of the 11 3/4% Senior Secured Notes due 2027 at a redemption price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

If the loan-to-value ratio with respect to the Spectrum Collateral as of the date of the Initial Appraisal or the Second Appraisal, as applicable, is greater than 0.35 to 1.00, then within 60 days following the date of the delivery of the Initial Appraisal, or within 90 days following the date of the delivery of the Second Appraisal, as applicable, we will be required to add additional Spectrum Collateral guarantors and/or pledge (or cause to be pledged) cash or interests in additional wireless spectrum licenses as Spectrum Collateral to comply with the required loan-to-value ratio of 0.35 to 1.00. If we fail to add such additional Spectrum Collateral and/or pledge (or cause to be pledged) cash or interests in additional wireless spectrum licenses, we will be required to redeem an amount of 11 3/4% Senior Secured Notes due 2027 such that immediately after giving effect to such redemption, the loan-to-value ratio shall not be greater than 0.35 to 1.00 at a redemption price equal to 102% of their principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

Interest on Long-Term Debt


		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
5% Senior Notes due 2023 (1)	March 15 and September 15	$	75,000
2 3/8% Convertible Notes due 2024	March 15 and September 15	$	23,750
5 7/8% Senior Notes due 2024	May 15 and November 15	$	117,500
7 3/4% Senior Notes due 2026	January 1 and July 1	$	155,000
3 3/8% Convertible Notes due 2026	February 15 and August 15	$	101,250
5 1/4% Senior Secured Notes due 2026	June 1 and December 1	$	144,375
11 3/4% Senior Secured Notes due 2027 (2)	May 15 and November 15	$	411,250
7 3/8% Senior Notes due 2028	January 1 and July 1	$	73,750
5 3/4% Senior Secured Notes due 2028	June 1 and December 1	$	143,750
5 1/8% Senior Notes due 2029	June 1 and December 1	$	76,875

(1)	Our 5% 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 Consolidated Balance Sheets as of December 31, 2022.

(2)	Includes $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due November 15, 2027 issued January 26, 2023.

Materially all of our interest expense is being capitalized, including the interest expense associated with the amortization of the debt discounts on our Convertible Notes. See Note 2 for further information.

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

Other Long-Term Debt and Finance Lease Obligations

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


	As of December 31,
	2022		2021

	(In thousands)
Satellites and other finance lease obligations	$	123,353	$	99,658
Notes payable related to satellite vendor financing and other debt payable in installments through 2032 with interest rates ranging from approximately 0% to 11.4%		138,303		137,069
Total		261,656		236,727
Less: current portion		(104,011)		(61,810)
Other long-term debt and finance lease obligations, net of current portion	$	157,645	$	174,917

Finance Lease Obligations

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

Nimiq 5. On May 19, 2019, we entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the satellite service agreement for Nimiq 5 was transferred to us. Nimiq 5 was launched in September 2009 and commenced commercial operation at the 72.7 degree west longitude orbital location during October 2009. This satellite is accounted for as a finance lease and depreciated over the term of the satellite service agreement. We lease 100% of the capacity on Nimiq 5, and this lease expires in September 2024.

Ciel II. Ciel II, a Canadian DBS satellite, was launched in December 2008 and commenced commercial operation in February 2009. This satellite was previously accounted for as a finance lease and depreciated over the term of the satellite service agreement, however, as a result of an amendment, which was effective during the first quarter 2019, Ciel II is now accounted for as an operating lease. We lease 100% of the capacity on Ciel II. The initial ten-year term expired in January 2019 and as a result of an amendment, we renewed this lease through July 2023.

Dell Finance Lease. On July 17, 2020, we entered into a master agreement with Dell to lease certain components of our 5G Network Deployment infrastructure, including certain equipment.

The summary of future maturities of our outstanding long-term debt as of December 31, 2022 is included in the commitments table in Note 15.

Contract Balances - Deferred Revenues (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Contract liability	$ 698,602	$ 714,428
Customer Contract
Contract liability	$ 711,000

Property and Equipment and Intangible Assets - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Depreciation and amortization expense
Depreciation and amortization	$ 717,073	$ 724,852	$ 714,552
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization	191,746	244,755	290,081
Satellites
Depreciation and amortization expense
Depreciation and amortization	148,051	189,126	202,724
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization	223,735	126,661	128,876
Intangible assets
Depreciation and amortization expense
Depreciation and amortization	$ 153,541	$ 164,310	$ 92,871

Property and Equipment and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Property and Equipment and Intangible Assets

Schedule of property and equipment


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

				(In thousands)
Equipment leased to customers	2	-	5	$	1,318,272	$	1,530,943
Satellites	4	-	15		1,718,865		1,734,024
Satellites acquired under finance lease agreements		15			344,447		567,870
Furniture, fixtures, equipment and other	2	-	20		1,215,496		1,197,409
5G Network Deployment equipment	3	-	15		770,153		76,828
Software	3	-	6		1,354,656		1,076,602
Buildings and improvements	5	-	40		380,519		376,952
Land		-			17,513		17,513
Construction in progress		-			3,170,623		1,309,757
Total property and equipment					10,290,544		7,887,898
Accumulated depreciation					(4,650,425)		(4,630,111)
Property and equipment, net				$	5,640,119	$	3,257,787

Schedule of construction in progress


	As of December 31,
	2022		2021

	(In thousands)
Pay-TV	$	36,936	$	39,269
Wireless		3,133,687		1,270,488
Total construction in progress	$	3,170,623	$	1,309,757

Schedule of depreciation and amortization expense



	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Equipment leased to customers	$	191,746	$	244,755	$	290,081
Satellites		148,051		189,126		202,724
Buildings, furniture, fixtures, equipment and other (1)		223,735		126,661		128,876
Intangible assets		153,541		164,310		92,871
Total depreciation and amortization	$	717,073	$	724,852	$	714,552

(1)	This increase primarily resulted from depreciation expense related to software and certain assets placed into service in connection with our 5G Network Deployment.

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	110	N/A

Leased from EchoStar (1):
EchoStar IX (2)	August 2003	121	December 2022

Leased from Other Third Party:
Anik F3 (3)	April 2007	118.7	April 2025
Ciel II	December 2008	129	July 2023
Nimiq 5	September 2009	72.7	September 2024

(1)	See Note 19 for further information on our Related Party Transactions with EchoStar.

(2)	As of December 31, 2022, we no longer lease this satellite.

(3)	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.

Schedule of AWS-4 Satellites


		Degree	Estimated
	Launch	Orbital	Useful Life
Satellites	Date	Location	(Years)
Owned:
T1	July 2009	111.1	14.25
D1	April 2008	92.85	N/A

Schedule of identifiable intangibles subject to amortization


	As of
	December 31, 2022				December 31, 2021
	Intangible		Accumulated		Intangible		Accumulated
	Assets		Amortization		Assets		Amortization

	(In thousands)
Technology-based	$	63,545	$	(60,022)	$	63,361	$	(59,462)
Trademarks		135,134		(61,007)		135,131		(50,524)
Contract-based		41,500		(41,500)		41,500		(41,500)
Customer relationships		628,598		(366,357)		582,395		(223,859)
Total	$	868,777	$	(528,886)	$	822,387	$	(375,345)

Schedule of estimated future amortization of identifiable intangible assets

Estimated future amortization of our identifiable intangible assets as of December 31, 2022 is as follows (in thousands):


For the Years Ended December 31,
	(In thousands)
2023	$	180,621
2024		95,641
2025		13,535
2026		11,838
2027		11,355
Thereafter		26,901
Total	$	339,891

Schedule of FCC authorizations


	As of December 31,
	2022		2021

	(In thousands)
Owned:
DBS Licenses	$	677,409	$	677,409
700 MHz Licenses		711,871		711,871
AWS-4 Licenses		1,940,000		1,940,000
H Block Licenses		1,671,506		1,671,506
600 MHz Licenses		6,212,579		6,211,154
MVDDS Licenses		24,000		24,000
28 GHz Licenses		2,883		2,883
24 GHz Licenses		11,772		11,772
37 GHz, 39 GHz & 47 GHz Licenses		202,533		202,533
3550-3650 MHz Licenses		912,939		912,939
3.7-3.98 GHz Licenses		2,688		2,580
3.45-3.55 GHz Licenses		7,327,989		—
Subtotal		19,698,169		12,368,647
Noncontrolling Investments:
Northstar		5,618,930		5,618,930
SNR		4,271,459		4,271,459
Total AWS-3 Licenses		9,890,389		9,890,389

Capitalized Interest (1)		7,344,515		6,373,629
Total	$	36,933,073	$	28,632,665

(1)

See Note 2 for further information.

Stock-Based Compensation - Exercise Price for Stock Options Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Exercise prices for stock options outstanding and exercisable
Number of stock options outstanding (in shares)	15,060,879	13
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 30.37	$ 20.00	$ 34.95
Stock options
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	10.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 70.00
Number of stock options outstanding (in shares)	29,908,006		26,702,903	27,248,662	13,715,612
Options Outstanding, Weighted-Average Remaining Contractual Life	8 years 1 month 20 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 26.19		$ 34.95	$ 34.85	$ 41.71
Number of stock options exercisable	6,223,086		7,741,300	5,193,238
Options Exercisable, Weighted-Average Remaining Contractual Life	8 years 4 months 24 days
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 24.32		$ 37.04	$ 40.21
Stock options \| Range Of Exercise Prices $10.01 - $20.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	10.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 20.00
Number of stock options outstanding (in shares)	14,058,700
Options Outstanding, Weighted-Average Remaining Contractual Life	9 years 3 months 21 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 19.88
Number of stock options exercisable	3,157,297
Options Exercisable, Weighted-Average Remaining Contractual Life	9 years 4 months 2 days
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 19.94
Stock options \| Range of Exercise Prices $20.01 - $30.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	20.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 30.00
Number of stock options outstanding (in shares)	12,734,761
Options Outstanding, Weighted-Average Remaining Contractual Life	8 years 25 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 27.71
Number of stock options exercisable	2,622,669
Options Exercisable, Weighted-Average Remaining Contractual Life	8 years 3 days
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 27.68
Stock options \| Range of Exercise Prices $30.01 - $40.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	30.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 40.00
Number of stock options outstanding (in shares)	1,387,980
Options Outstanding, Weighted-Average Remaining Contractual Life	2 years 4 months 24 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 35.74
Number of stock options exercisable	416,520
Options Exercisable, Weighted-Average Remaining Contractual Life	4 years 29 days
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 34.76
Stock options \| Range of Exercise Prices $40.01 - $50.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	40.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 50.00
Number of stock options outstanding (in shares)	88,939
Options Outstanding, Weighted-Average Remaining Contractual Life	4 years 3 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 46.60
Number of stock options exercisable	22,600
Options Exercisable, Weighted-Average Remaining Contractual Life	2 years 2 months 1 day
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 46.93
Stock options \| Range of Exercise Prices $50.01 - $60.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	50.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 60.00
Number of stock options outstanding (in shares)	1,223,126
Options Outstanding, Weighted-Average Remaining Contractual Life	3 years 8 months 19 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 57.82
Stock options \| Range of Exercise Prices $60.01 - $70.00
Exercise prices for stock options outstanding and exercisable
Exercise prices, outstanding stock option awards, low end of range (in dollars per share)	60.01
Exercise prices, outstanding stock option awards, high end of range (in dollars per share)	$ 70.00
Number of stock options outstanding (in shares)	414,500
Options Outstanding, Weighted-Average Remaining Contractual Life	3 years 3 months 29 days
Options Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 63.81
Number of stock options exercisable	4,000
Options Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 63.90

Stock-Based Compensation - Restricted Stock Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)	1,487,506	1,863,110	1,504,370
Granted (in shares)	262,812	79,288	1,696,000
Vested (in shares)	(88,386)	(28,955)	(916,315)
Forfeited and cancelled (in shares)	(228,938)	(425,937)	(420,945)
Total restricted stock units outstanding, end of period (in shares)	1,432,994	1,487,506	1,863,110
Weighted - Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)	$ 35.68	$ 35.04	$ 50.81
Granted (in dollars per share)	31.01	42.41	33.07
Vested (in dollars per share)	31.78	43.26	53.82
Forfeited and cancelled (in dollars per share)	33.28	33.62	42.56
Total restricted stock units outstanding, end of period (in dollars per share)	$ 35.45	$ 35.68	$ 35.04
Long-Term Performance Based Plans
Restricted stock unit activity
Vested (in shares)	0
Restricted stock units
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)	1,330,925	1,755,125
Total restricted stock units outstanding, end of period (in shares)	1,105,650	1,330,925	1,755,125
Weighted - Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)	$ 35.31	$ 34.89
Total restricted stock units outstanding, end of period (in dollars per share)	$ 35.75	$ 35.31	$ 34.89

Stock-Based Compensation - Long-Term Performance-Based Plans (Details) - shares		12 Months Ended
	Nov. 04, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based compensation additional disclosures
Vested (in shares)		(88,386)	(28,955)	(916,315)
Award other than options cancelled		228,938	425,937	420,945
Other Employee Performance Awards
Share-based compensation additional disclosures
Vested (in shares)		0
Long-Term Performance Based Plans
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement		89.00%	90.00%	95.00%
Percentage of award vested		75.00%	69.00%
Vested (in shares)		0
LTIP 2013 \| Stock options
Share-based compensation additional disclosures
Shares cancelled		783,500
LTIP 2013 \| Restricted stock units
Share-based compensation additional disclosures
Award other than options cancelled		391,750
LTIP 2017 \| Stock options
Share-based compensation additional disclosures
Shares cancelled		1,689,380
Ergen 2020 Performance Award
2005 LTIP Terms
Awards vesting period	10 years
Share-based compensation additional disclosures
Percentage of award vested		20.00%
Vested (in shares)				0
Awards vesting period	10 years
2022 Incentive Plan
Share-based compensation additional disclosures
Percentage of award vested		33.00%
Vested (in shares)		0
Percentage of probability of achievement of performance conditions		100.00%
Class A common stock \| Ergen 2020 Performance Award
Share-based compensation additional disclosures
Granted	12,500,000

Long-Term Debt and Finance Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2022

Long-Term Debt and Finance Lease Obligations

Schedule of carrying amount and fair value of our debt facilities


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

	(In thousands)
5 7/8% Senior Notes due 2022 (1)	$	—	$	—	$	2,000,000	$	2,039,700
5% Senior Notes due 2023 (2)		1,443,179		1,441,635		1,500,000		1,541,670
2 3/8% Convertible Notes due 2024		1,000,000		906,970		1,000,000		966,990
5 7/8% Senior Notes due 2024		2,000,000		1,870,940		2,000,000		2,060,180
0% Convertible Notes due 2025		2,000,000		1,287,540		2,000,000		2,016,880
7 3/4% Senior Notes due 2026		2,000,000		1,620,280		2,000,000		2,122,700
3 3/8% Convertible Notes due 2026		3,000,000		1,894,230		3,000,000		2,844,030
5 1/4% Senior Secured Notes due 2026		2,750,000		2,336,813		2,750,000		2,792,900
11 3/4% Senior Secured Notes due 2027 (3)		2,000,000		2,071,240		—		—
7 3/8% Senior Notes due 2028		1,000,000		708,320		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028		2,500,000		2,013,675		2,500,000		2,520,650
5 1/8% Senior Notes due 2029		1,500,000		976,755		1,500,000		1,365,645
Other notes payable		138,303		138,303		137,069		137,069
Subtotal		21,331,482	$	17,266,700		21,387,069	$	21,425,474
Unamortized deferred financing costs and other debt discounts, net		(105,697)				(69,711)
Finance lease obligations (4)		123,353				99,658
Total long-term debt and finance lease obligations (including current portion)	$	21,349,138			$	21,417,016

(1)	As of July 15, 2022, we had repurchased or redeemed the principal balance of our 5 7/8% Senior Notes due 2022.

(2)

(3)	On January 26, 2023, we issued an additional $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due November 15, 2027.

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

Schedule of interest on long-term debt


		Annual
	Semi-Annual	Debt Service
	Payment Dates	Requirements
		(In thousands)
5% Senior Notes due 2023 (1)	March 15 and September 15	$	75,000
2 3/8% Convertible Notes due 2024	March 15 and September 15	$	23,750
5 7/8% Senior Notes due 2024	May 15 and November 15	$	117,500
7 3/4% Senior Notes due 2026	January 1 and July 1	$	155,000
3 3/8% Convertible Notes due 2026	February 15 and August 15	$	101,250
5 1/4% Senior Secured Notes due 2026	June 1 and December 1	$	144,375
11 3/4% Senior Secured Notes due 2027 (2)	May 15 and November 15	$	411,250
7 3/8% Senior Notes due 2028	January 1 and July 1	$	73,750
5 3/4% Senior Secured Notes due 2028	June 1 and December 1	$	143,750
5 1/8% Senior Notes due 2029	June 1 and December 1	$	76,875

(1)	Our 5% 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 Consolidated Balance Sheets as of December 31, 2022.

(2)	Includes $1.5 billion aggregate principal amount of our 11 3/4% Senior Secured Notes due November 15, 2027 issued January 26, 2023.

Schedule of other long term debt and capital lease obligations


	As of December 31,
	2022		2021

	(In thousands)
Satellites and other finance lease obligations	$	123,353	$	99,658
Notes payable related to satellite vendor financing and other debt payable in installments through 2032 with interest rates ranging from approximately 0% to 11.4%		138,303		137,069
Total		261,656		236,727
Less: current portion		(104,011)		(61,810)
Other long-term debt and finance lease obligations, net of current portion	$	157,645	$	174,917

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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+ Details

Long-Term Debt and Finance Lease Obligations - Interest on Long-Term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 26, 2023	Nov. 15, 2022	May 24, 2021	Jul. 01, 2020	Mar. 17, 2017	Aug. 08, 2016	Jun. 13, 2016	Nov. 20, 2014	Dec. 27, 2012
Debt Instrument
Interest rate (as a percent)	0.25%
5% Senior Notes due 2023
Debt Instrument
Aggregate principal amount										$ 1,500,000
5% Senior Notes due 2023 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.00%
Annual Debt Service Requirements	$ 75,000
2 3/8% Convertible Notes due 2024
Debt Instrument
Interest rate (as a percent)	2.375%					2.375%
Aggregate principal amount						$ 1,000,000
2 3/8% Convertible Notes due 2024 \| DISH DBS Corporation ("DBS")
Debt Instrument
Annual Debt Service Requirements	$ 23,750
5 7/8% Senior Notes due 2024
Debt Instrument
Aggregate principal amount									$ 2,000,000
5 7/8% Senior Notes due 2024 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.875%
Annual Debt Service Requirements	$ 117,500
7 3/4% Senior Notes due 2026
Debt Instrument
Aggregate principal amount								$ 2,000,000
7 3/4% Senior Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	7.75%
Annual Debt Service Requirements	$ 155,000
3 3/8% Convertible Notes due 2026
Debt Instrument
Aggregate principal amount							$ 3,000,000
3 3/8% Convertible Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	3.375%
Annual Debt Service Requirements	$ 101,250
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Aggregate principal amount	$ 2,750,000
5 1/4% Senior Secured Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.25%
Annual Debt Service Requirements	$ 144,375
11 3/4% Senior Secured Notes due 2027
Debt Instrument
Aggregate principal amount	$ 1,500,000	$ 1,500,000	$ 2,000,000
11 3/4% Senior Secured Notes due 2027 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	11.75%
Annual Debt Service Requirements	$ 411,250
7 3/8% Senior Notes due 2028 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	7.375%
Aggregate principal amount					$ 1,000,000
Annual Debt Service Requirements	$ 73,750
5 1/8 % Senior Notes due 2029 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.125%
Aggregate principal amount				$ 1,500,000
Annual Debt Service Requirements	$ 76,875
5 7/8% Senior Notes due 2022 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.875%
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Aggregate principal amount	$ 2,500,000
5 3/4% Senior Secured Notes due 2028 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)	5.75%
Annual Debt Service Requirements	$ 143,750

Long-Term Debt and Finance Lease Obligations - Other Long-Term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other long-term debt and capital lease obligations
Total	$ 261,656	$ 236,727
Less current portion	(104,011)	(61,810)
Other long-term debt and capital lease obligations, net of current portion	$ 157,645	174,917
Interest rate (as a percent)	0.25%
Finance lease obligations
Other long-term debt and capital lease obligations
Total	$ 123,353	99,658
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13%
Other long-term debt and capital lease obligations
Total	$ 138,303	$ 137,069
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13% \| Minimum
Other long-term debt and capital lease obligations
Interest rate (as a percent)	0.00%
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13% \| Maximum
Other long-term debt and capital lease obligations
Interest rate (as a percent)	11.40%

Supplemental Data - Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Data - Statements of Cash Flows

Schedule of supplemental cash flow and other non-cash data


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for interest (including capitalized interest)	$	1,044,276	$	781,874	$	778,448
Cash received for interest		8,145		5,455		5,945
Cash paid for income taxes		60,335		212,491		150,885
Capitalized interest (1)		1,040,971		821,455		924,644
Initial equity component of our 0% Convertible Notes due 2025, net of deferred taxes of $99,823		—		—		329,409
Employee benefits paid in Class A common stock		26,348		30,321		28,301
Convertible debt reclassified per ASU 2020-06		—		1,051,344		—
Deferred taxes reclassified per ASU 2020-06		—		245,778		—
Vendor financing		108,048		26,627		74,895
FCC licenses reclassification (2)		122,657		915,449		—
Accrued wireless equipment purchases		397,137		449,093		3,680
Asset retirement obligation		122,390		50,765		—
Revaluation of contingent liabilities		47,916		—		—

(1)	See Note 2 for further information.

(2)	See Note 15 for further information.

Stockholders' Equity (Deficit) - Additional Information (Details) - Class A common stock - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 21, 2022
Stockholders' Equity (Deficit)
Maximum amount authorized for common stock repurchase under common stock repurchase program	$ 1.0
Amount authorized for common stock repurchase under common stock repurchase program				$ 1.0
Information regarding repurchase of Class A common stock
Dollar value of shares repurchased	$ 1.0
Total number of shares repurchased	0	0	0

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	$ 835,983	$ 2,975,518
Total marketable investment securities	877,672	3,004,214
Restricted cash and cash equivalents	62,925	5,306,072
Total other investment securities	168,200	150,941
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	1,108,797	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	655	1,895
Other investment securities
Marketable investment securities, restricted cash and other investment securities
Total current marketable investment securities	835,184	2,973,471
Other investment securities	168,200	150,941
Restricted marketable investment securities
Marketable investment securities, restricted cash and other investment securities
Total marketable investment securities	$ 41,689	$ 28,696

Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2022

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

5. Other Comprehensive Income (Loss)

The following table presents the tax effect on each component of “Other comprehensive income (loss).”


	For the Years Ended December 31,
	2022						2021						2020
	Before		Tax		Net		Before		Tax		Net		Before		Tax		Net
	Tax		(Expense)		of Tax		Tax		(Expense)		of Tax		Tax		(Expense)		of Tax
	Amount		Benefit		Amount		Amount		Benefit		Amount		Amount		Benefit		Amount

	(In thousands)
Foreign currency translation adjustments	$	(4,160)	$	710	$	(3,450)	$	1,787	$	(482)	$	1,305	$	(827)	$	61	$	(766)
Unrealized holding gains (losses) on available-for-sale securities		191		(46)		145		(208)		49		(159)		(29)		7		(22)
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)		(7)		2		(5)		(13)		3		(10)		(62)		13		(49)
Other comprehensive income (loss)	$	(3,976)	$	666	$	(3,310)	$	1,566	$	(430)	$	1,136	$	(918)	$	81	$	(837)

The “Accumulated other comprehensive income (loss)” is detailed in the following table, net of tax:


		Foreign		Unrealized/
		Currency		Recognized
		Translation		Gains
Accumulated Other Comprehensive Income (Loss)		Adjustment		(Losses)	Total

	(In thousands)
Balance as of December 31, 2020	$	(859)	$	4	$	(855)
Foreign currency translation adjustments		1,305		—		1,305
Other comprehensive income (loss) before reclassification		—		(159)		(159)
Amounts reclassified from accumulated other comprehensive income (loss)		—		(10)		(10)
Balance as of December 31, 2021	$	446	$	(165)	$	281
Foreign currency translation adjustments		(3,450)		—		(3,450)
Other comprehensive income (loss) before reclassification		—		145		145
Amounts reclassified from accumulated other comprehensive income (loss)		—		(5)		(5)
Balance as of December 31, 2022	$	(3,004)	$	(25)	$	(3,029)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash Flows From Operating Activities:
Net income (loss)	$ 2,372,907	$ 2,455,946	$ 1,873,936
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	717,073	724,852	714,552
Impairment of long-lived assets (Note 2)			356,418
Realized and unrealized losses (gains) on investments, derivatives and other	(1,040,651)	19,724	21,822
Non-cash, stock-based compensation	71,450	51,680	64,954
Deferred tax expense (benefit)	702,735	602,044	899,173
Changes in allowance for credit losses	5,819	(33,836)	28,622
Change in long-term deferred revenue and other long-term liabilities	86,039	(1,400)	(244,660)
Other, net	235,856	98,278	4,735
Changes in current assets and current liabilities, net
Trade accounts receivable	(24,234)	209,456	(25,172)
Prepaid and accrued income taxes	(36,115)	81,197	(84,633)
Inventory	36,722	(167,985)	58,291
Other current assets	27,992	(62,356)	(271,227)
Trade accounts payable	79,116	101,034	73,268
Deferred revenue and other	(52,105)	(98,808)	(499)
Accrued programming and other accrued expenses	(90,504)	51,425	(157,804)
Net cash flows from operating activities	3,092,100	4,031,251	3,311,776
Cash Flows From Investing Activities:
Purchases of marketable investment securities	(898,326)	(4,687,033)	(1,902,599)
Sales and maturities of marketable investment securities	3,023,236	2,069,343	1,944,748
Purchases of property and equipment	(2,727,302)	(1,185,642)	(413,302)
Capitalized interest related to FCC authorizations (Note 2)	(984,309)	(777,885)	(779,204)
Refund of FCC authorization deposit		337,490
Purchases of FCC authorizations, including deposits	(7,206,865)	(122,657)	(1,387,542)
Boost Mobile Acquisition			(1,312,500)
Other, net	6,527	(44,029)	(11,173)
Net cash flows from investing activities	(8,787,039)	(4,410,413)	(3,861,572)
Cash Flows From Financing Activities:
Repayment of long-term debt and finance lease obligations	(83,117)	(89,876)	(100,536)
Redemption and repurchases of senior notes	(2,056,821)	(2,000,000)	(1,100,000)
Northstar Spectrum LLC Purchase Agreement			(311,735)
Proceeds from issuance of senior notes	2,000,000	6,750,000	1,000,000
Proceeds from issuance of convertible notes			2,000,000
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan	18,132	58,303	27,414
Debt issuance costs and debt discount	(51,121)	(34,459)	(15,675)
Other, net	(18,413)	(24,540)	2
Net cash flows from financing activities	(191,340)	4,659,428	1,499,470
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents	(5,886,279)	4,280,266	949,674
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 6)	7,734,260	3,453,994	2,504,320
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 6)	$ 1,847,981	$ 7,734,260	$ 3,453,994

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2022

Employee Benefit Plans

Schedule of expense recognized related to the 401(k) Plan


	For the Years Ended December 31,
Expense Recognized Related to the 401(k) Plan	2022		2021		2020

	(In thousands)
Matching contributions, net of forfeitures	$	12,800	$	8,912	$	11,549
Discretionary stock contributions, net of forfeitures	$	14,564	$	26,383	$	29,784

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Allowance for credit losses on trade accounts receivable	$ 44,431	$ 38,534
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	292,660,308	290,529,607
Common stock, shares outstanding	292,660,308	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

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

15. Commitments and Contingencies

Commitments

As of December 31, 2022, future maturities of our long-term debt, finance lease and contractual obligations are summarized as follows:


	Payments due by period
	Total		2023		2024		2025		2026		2027		Thereafter

	(In thousands)
Long-term debt obligations	$	21,331,482	$	1,499,123	$	3,039,858	$	2,022,265	$	7,753,954	$	2,004,162	$	5,012,120
Interest expense on long-term debt		4,906,491		1,115,272		1,063,347		932,131		931,026		530,192		334,523
Finance lease obligations (1)		123,353		48,066		44,770		18,094		12,423		—		—
Interest expense on finance lease obligations (1)		17,078		9,965		4,680		1,951		482		—		—
Other long-term obligations (2)		15,115,199		4,044,094		2,396,469		1,919,294		1,756,374		1,379,489		3,619,479
Operating lease obligations (1)		4,512,258		268,453		298,054		328,988		357,711		360,164		2,898,888
Purchase obligations		1,746,847		1,724,431		11,736		6,369		4,311		—		—
Total	$	47,752,708	$	8,709,404	$	6,858,914	$	5,229,092	$	10,816,281	$	4,274,007	$	11,865,010

(1)

See Note 9 for further information on leases and the adoption of ASC 842.

(2)

Represents minimum contractual commitments related to communication tower obligations, certain 5G Network Deployment commitments, obligations under the NSA with AT&T and the MNSA with T-Mobile, radios, software and integration services and satellite related and other obligations.

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

The table above does not include $432 million of liabilities associated with unrecognized tax benefits that were accrued, as discussed in Note 11 and are included on our Consolidated Balance Sheets as of December 31, 2022. We do not expect any portion of this amount to be paid or settled within the next 12 months.

The table above does not include all potential expenses we expect to incur for our 5G Network Deployment. We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021 and 2022, of which approximately $2.438 billion is included in the table above in “Other long-term obligations.”

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 Spectrum Purchase Agreement (as defined in our Annual Report on Form 10-K for the year ended December 31, 2021) for approximately $3.59 billion. If we elect to not exercise the option to purchase the 800 MHz licenses pursuant to the Spectrum Purchase Agreement or it expires, we are potentially subject to pay T-Mobile a fee of approximately $72 million per the Spectrum Purchase Agreement under certain circumstances. The $3.59 billion and the $72 million are not included in “Other long-term obligations” above.

Pursuant to the Stipulation and Order and the Final Judgment (as defined in our Annual Report on Form 10-K for the year ended December 31, 2021) if we elected not to purchase the 800 MHz licenses pursuant to the Spectrum Purchase Agreement, we were required to pay $360 million to the United States. We are no longer required to make this payment as a result of achieving the milestone to offer 5G broadband service to at least 20% of the United States population on June 14, 2022. See our Annual Report on Form 10-K for the year ended December 31, 2021 for further information on the Spectrum Purchase Agreement.

Wireless – 5G Network Deployment

We have invested a total of over $30 billion in Wireless spectrum licenses, which includes over $10 billion in noncontrolling investments in certain entities. 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.

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. In January and February 2022, we paid the remaining balance of our winning bids of approximately $7.205 billion. 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”). The payment made in 2021 was included in “Other current assets” as of December 31, 2021. As of December 31, 2022, our total payment of $7.328 billion has been recorded in “FCC authorizations” on our 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 (2)		711,871		June 14, 2023 (3)	June 2023
AWS-4 Licenses (2)		1,940,000		June 14, 2023 (3)	June 2023
H Block Licenses (2)		1,671,506		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		2,688	July 23, 2029 (6)	July 23, 2033 (6)	July 2036
3.45–3.55 GHz Licenses		7,327,989	May 4, 2026 (6)	May 4, 2030 (6)	May 2037
Subtotal		19,698,169
Noncontrolling 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)		7,344,515
Total as of December 31, 2022	$	36,933,073

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

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

(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 but less than 70% 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 but less than 70% 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 (which is a service area established by the FCC) 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 is a service area 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 have been accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless did not meet the requirement.

(8)	See Note 2 for further information.

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% of the U.S. population by June 2023. If by June 2023, we are offering 5G broadband service to at least 50% of the U.S. population but less than 70% of the U.S. population, the 70% June 2023 deadline will be extended automatically to June 2025; however, as a result, we may, under certain circumstances, potentially be subject to certain penalties. On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement. We are currently focused on our progression towards offering 5G broadband service to at least 70% of the U.S. population with a minimum of 15,000 5G sites. As of December 31, 2022, we had started construction on over 15,000 5G sites, which, if completed, are capable of providing broadband coverage to over 60% of the U.S. population. Construction starts are continuing at a rate of approximately 1,000 5G sites per month. We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021 and 2022. See Note 2 for further information.

We may 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 initial 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, software and third party integration. We may also determine that additional wireless spectrum licenses may be required to complete our 5G Network Deployment and to compete effectively with other wireless service providers.

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 Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses

Noncontrolling Investments

During 2015, through our wholly-owned subsidiaries American II and American III, we initially made over $10 billion in certain noncontrolling 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 VIEs 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 noncontrolling 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.

SNR Investment. As of 2015, through American III, we own a noncontrolling 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. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition with the United States Supreme Court requesting that it hear a further appeal.

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 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 have been accelerated by two years (from October 2027 to October 2025) for each AWS-3 License area in which Northstar Wireless and SNR Wireless did 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 assurance 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. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition with the United States Supreme Court requesting that it hear a further 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.

On July 22, 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, increase the second window for Northstar Manager to “put” its interest in Northstar Spectrum to Northstar Spectrum after July 24, 2022 from 270 days to 360 days.

On October 21, 2022, we, through our wholly-owned subsidiary American II received notice that Northstar Manager exercised the Northstar Put Right effective as of October 21, 2022. The value of the Northstar Put Right has accrued to approximately $96 million as of December 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.

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 exercised the SNR Put Right effective as of November 15, 2021. The value of the SNR Put Right has accrued to approximately $368 million as of December 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 December 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 $464 million and $395 million, respectively, recorded as “Redeemable noncontrolling interests” on our 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 noncontrolling investments in the Northstar Entities and the SNR Entities.

Satellite Insurance

We generally do not carry commercial launch or in-orbit insurance on any of the satellites we own. We generally do not use commercial insurance to mitigate the potential financial impact of launch or in-orbit failures because we believe that the cost of insurance premiums is uneconomical relative to the risk of such failures. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other owned or leased satellites and use it as a replacement for the failed or lost satellite.

Purchase Obligations

Our 2023 purchase obligations primarily consist of binding purchase orders for certain fixed contractual commitments to purchase programming content, receiver systems and related equipment, broadband equipment, digital broadcast operations, transmission costs, streaming delivery technology and infrastructure, engineering services, and other products and services related to the operation of our Pay-TV services. In addition, our 2023 purchase obligations also include wireless devices related to our Retail Wireless business as well as transition services pursuant to the TSA with T-Mobile. Our purchase obligations may fluctuate significantly from period to period due to, among other things, management’s timing of payments and inventory purchases, which can materially impact our future operating asset and liability balances, and our future working capital requirements. Furthermore, our 2023 purchase obligations related to certain 5G Network Deployment commitments are included in “Other long-term obligations” in the “Commitments” table above.

Programming Contracts

In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content. These programming commitments are not included in the “Commitments” table above. The terms of our contracts typically range from one to ten years with annual rate increases. Our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base. In addition, programming costs per subscriber continue to increase due to contractual price increases and the renewal of long-term programming contracts on less favorable pricing terms.

Patents and Intellectual Property

Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services that we offer or that we may offer in the future. We may not be aware of all intellectual property rights that our products or services may potentially infringe. Damages in patent infringement cases can be substantial, and in certain circumstances can be trebled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to patents held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to components of our products and services. We cannot be certain that these persons do not own the rights they claim, that our products do not infringe on these rights, and/or that these rights are not valid. Further, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products to avoid infringement.

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. On January 24, 2022, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 799 patent, and on January 19, 2023, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 970 patent.

In an order dated January 31, 2023, the Court granted in part and denied in part DISH Network L.L.C.’s motion for summary judgment. Thereafter, ClearPlay narrowed its case to four asserted claims: one under the 799 patent and three under the 970 patent. Trial on those claims is scheduled for February 27, 2023. ClearPlay’s damages expert last contended that ClearPlay is entitled to $885 million in damages, but the Court’s summary judgment ruling eliminated some of the accused products on which that number was based.

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 thereafter 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, and on June 14, 2022, it denied Customedia’s petitions as to the 090 patent and the 494 patent. Accordingly, on August 10, 2022, the District Court granted DISH Network L.L.C.’s Motion to Dismiss with prejudice, and entered final judgment in its favor. This matter is now concluded.

Digital Broadcasting Solutions, LLC

On August 29, 2022, Digital Broadcasting Solutions, LLC filed a complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 8,929,710 (the “710 patent”) and U.S. Patent No. 9,538,122 (the “122 patent”), each entitled “System and method for time shifting at least a portion of a video program.” Generally, the plaintiff contends that the AutoHop feature of our Hopper® set-top boxes infringes the asserted patents. The Court has set the case for trial on April 1, 2024.

Entropic Communications, LLC (first action)

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. On October 24, 2022, this case was ordered to be transferred to the United States District Court for the Central District of California. A companion case against DirecTV was also ordered transferred to the United States District Court for the Central District of California.

In January and February of 2023, DISH Network L.L.C. and Dish Network Service L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of all claims of the 715 patent, all claims of the 008 patent, and 25 claims of the 576 patent, which includes all of its asserted claims.

Entropic Communications, LLC (second action)

On February 10, 2023, Entropic filed a second lawsuit against us and our wholly-owned subsidiaries DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation in the United States District Court for the Central District of California. The complaint alleges infringement of U.S. Patent No. 7,295,518 (the “518 patent”), entitled “Broadband network for coaxial cable using multi-carrier modulation”; U.S. Patent No. 7,594,249 (the “249 patent”), entitled “Network interface device and broadband local area network using coaxial cable”; U.S. Patent Nos. 7,889,759 (the “759 patent”), entitled “Broadband cable network utilizing common bit-loading”; U.S. Patent No. 8,085,802 (the “802 Patent”), entitled “Multimedia over coaxial cable access protocol”; U.S. Patent No. 9,838,213 (the “213 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 10,432,422 (the “422 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 8,631,450 (the “450 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,621,539 (the “539 patent”), entitled “Physical layer transmitter for use in a broadband local area network”; U.S. Patent No. 8,320,566 (the “0,566 patent”), entitled “Method and apparatus for performing constellation scrambling in a multimedia home network”; U.S. Patent No. 10,257,566 (the “7,566 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,228,910 (the “910 Patent”), entitled “Aggregating network packets for transmission to a destination mode”; and U.S. Patent No. 8,363,681 (the “681 patent”), entitled “Method and apparatus for using ranging measurements in a multimedia home network.” Generally, the patents relate to Multimedia over Coax Alliance standards and the manner in which we provide a whole-home DVR network over an on-premises coaxial cable network.

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. On October 24, 2022, pursuant to a joint motion of the parties, the Court dismissed the lawsuit against DISH Wireless L.L.C. This matter is now concluded.

Jones 401(k) Litigation

On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado 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. On February 1, 2023, a Magistrate Judge issued a Recommendation that the defendants’ motion to dismiss the complaint be granted.

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. Following a settlement with the plaintiff, Arris Group, Inc. was dismissed from the action on March 10, 2021.

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 to the United States Court of Appeals for the Federal Circuit, and that appeal was fully briefed as of October 21, 2022. On January 21, 2022, the District Court granted the motion by DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. to have the case declared “exceptional,” and on September 20, 2022, awarded them $3.9 million in attorneys’ fees. Realtime Adaptive Streaming filed a notice of appeal to the United States Court of Appeals for the Federal Circuit from the exceptionality and fee award orders, and filed its opening brief on January 20, 2023. 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 from that final office action to the Patent Trial and Appeal Board, and that appeal is fully briefed.

SafeCast Limited

On June 27, 2022, SafeCast Limited filed a complaint against us in the United States District Court for the Western District of Texas. The complaint alleges that we infringe U.S. Patent No. 9,392,302, entitled “System for providing improved facilities in time-shifted broadcasts.” On the same day, it brought complaints in the same court asserting infringement of the same patent against AT&T, Google, HBO, NBCUniversal, Paramount and Verizon. On October 24, 2022, in response to the parties’ joint motion, the Court ordered the case transferred to the United States District Court for the District of Colorado.

We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patent, 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.

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. The appeal on the 456 patent was voluntarily dismissed on December 6, 2022. Appellate briefing on the 796 appeal was completed on January 19, 2023.

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, and reexamination was ordered on June 16, 2022. On January 18, 2023, they filed another petition requesting ex parte reexamination of the validity of the four additional 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 and, thereafter, entered judgment in favor of the DISH Director Defendants.

On August 25, 2020, the derivative plaintiffs filed a notice of appeal to the Nevada Supreme Court, and on August 4, 2022, that Court unanimously affirmed the District Court’s judgment in favor of the Director Defendants. This matter is now concluded.

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 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 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. In a proposed supplemental report, TQ Delta’s damages expert contends that TQ Delta is entitled to $251 million in damages.

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. appealed 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 remand, on September 7, 2022, the United States Patent and Trademark Office issued a revised final written decision finding all challenged claims of the 273 patent invalid. On November 9, 2022, Uniloc filed a notice of appeal of that revised final written decision.

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 District 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 Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses” above for further information.

Thereafter, the District Court maintained the stay until October 26, 2018. On February 11, 2019, the District 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 District 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, on May 17, 2022, that court reversed the District Court’s dismissal of the complaint. On June 16, 2022, the Defendants-Appellees filed a petition for rehearing or rehearing en banc, but on August 17, 2022, that petition was denied

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 agreed to pay certain civil penalties and other expenses, and to 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 did 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.

Contract Balances (Tables)

12 Months Ended

Dec. 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			Acquisitions	Balance at End of Period

	(In thousands)
For the years ended:
December 31, 2022	$	38,534	$	79,664	$	(73,845)	$	78	$	44,431
December 31, 2021	$	72,278	$	54,083	$	(87,919)	$	92	$	38,534
December 31, 2020	$	19,280	$	84,697	$	(56,075)	$	24,376	$	72,278

Schedule of deferred revenue related to contracts with subscribers


	As of
	December 31,		December 31,
	2022		2021

	(In thousands)
Contract liabilities	$	698,602	$	714,428

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include all balances and results of operations of DISH Network and our consolidated subsidiaries. We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and VIEs 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 Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.

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 VIE 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. On October 21, 2022, we, through our wholly-owned subsidiary American II received notice that Northstar Manager exercised the Northstar Put Right effective as of October 21, 2022. The consummation of the sale is subject to approval by the FCC. The value of the Northstar Put Right has accrued to approximately $96 million as of December 31, 2022. If approved by the FCC, the sale will result in the elimination of all of our noncontrolling interest as it related to Northstar Wireless.

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.

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 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 Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our 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 Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 15 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 VIE 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 $368 million as of December 31, 2022. If approved by the FCC, the sale will result in the elimination of all of our noncontrolling 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 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 Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our 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 Consolidated Balance Sheets, with the offset recorded in “Net income (loss) attributable to noncontrolling interests, net of tax” on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 15 for further information.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 based on historical experience and other reasonable assumptions 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 consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Cash and Cash Equivalents

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

Marketable Investment Securities

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

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

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

Trade Accounts Receivable

General Accounts Receivable

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

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

BoostUP! Receivable

Certain long-term subscribers of Boost Mobile have the option to pay for their devices under an installment plan (“BoostUP!”), which is generally over a period of 18 months. The BoostUP! receivable is presented in our Consolidated Balance Sheets at its net realizable value, which is net of an allowance for credit losses. The allowance for credit losses is estimated based on among other factors, historical loss information and current economic conditions as well as forecasts of future economic conditions. As of December 31, 2022 and 2021, “Trade accounts receivable, net” on our Consolidated Balance Sheets includes $17 million and $44 million of BoostUP! receivables, net of allowance for credit losses of $2 million and $5 million, respectively.

Subscribers that participate in the BoostUP! program typically make a down payment and satisfy their obligation by providing equal monthly payments during the duration of their financing arrangement. As Boost Mobile subscribers are on a month to month contract for service with Boost Mobile and the BoostUP! arrangement provides that upon an installment plan subscribers’ termination of the service the installment balance becomes due and payable immediately, we do not impute interest on these instruments as the financial instruments are short term in nature.

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead. Net realizable value is calculated as the estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the inventory.

Property and Equipment

Property and equipment, including capitalized expenditures related to our wireless projects and 5G Network Deployment, are stated at cost less depreciation and impairment losses, if any. Capitalized expenditures include the cost of long-lived assets, plus the cost to construct the asset such as labor and overhead directly benefiting the asset. Interest is capitalized when pre-construction activity commences and ends once the asset is ready for its intended purpose. Our set-top boxes are generally capitalized when they are installed in customers’ homes.

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

Asset Retirement Obligation

We record an asset retirement obligation for the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets and a corresponding increase in the carrying amount of the related asset in the period in which the obligation is incurred. In periods subsequent to initial measurement, we recognize changes as either an increase or decrease to both the asset retirement obligation and initial costs capitalized resulting from revisions to either the timing or the amount of the original estimate. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. Our asset retirement obligations relate primarily to certain legal obligations to remediate leased property on our communication towers and are recorded in “Property and equipment, net” with the related liability recorded in “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets.

Derivative Instruments

We may purchase and hold derivative financial instruments for, among other reasons, strategic or speculative purposes. We record all derivative financial instruments on our Consolidated Balance Sheets at fair value as either assets or liabilities. Changes in the fair values of derivative financial instruments are recognized in our results of operations and included in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We have not designated any derivative financial instrument for hedge accounting.

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 as part of the Boost Mobile Acquisition. See Note 6 for further information. This instrument meets the definition of a derivative and was valued at its acquisition date fair value of $713 million. The derivative is remeasured quarterly. All changes in the derivative’s fair value are recorded in “Other, net” in our Consolidated Statements of Operations and Comprehensive Income (Loss).

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

We review our long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that have finite lives are amortized over their estimated useful lives. For assets which are held and used in operations, the asset would be impaired if the carrying amount of the asset (or asset group) exceeded its undiscounted future net cash flows. Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount.

DBS Satellites

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

AWS-4 Satellites

We historically evaluated our AWS-4 satellite fleet for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. In light of, among other things, certain developments related to the Sprint/T-Mobile merger, during the first quarter of 2020, we determined that revisions to the AWS-4 build-out deadlines were probable, which we determined to be a triggering event. Accordingly, we quantitatively assessed the value of the AWS-4 satellites (T1 and D1) and wrote down the fair value of the satellites to their estimated fair value of zero, resulting in a $103 million non-cash impairment charge in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Narrowband IoT Network

As discussed in Note 16 in our Annual Report on Form 10-K for the year ended December 31, 2021, in March 2017 we notified the FCC that we planned to deploy a narrowband IoT network. In October 2019, we paused work on the narrowband IoT deployment. In light of, among other things, certain developments related to the Sprint/T-Mobile merger, during the first quarter of 2020, we determined that the revision of certain of our build-out deadlines were probable. Based on this, we no longer intended to complete our narrowband IoT deployment, which we considered a triggering event. As such, during the first quarter of 2020, we reviewed the capitalized costs of equipment, labor and other assets related to the narrowband IoT deployment, including our operating lease assets, and impaired those items that would not be utilized in our ongoing 5G Network Deployment, resulting in a $253 million non-cash impairment charge in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Impairment of long-lived assets recorded during the year ended December 31, 2020 consisted of the following:


	For the Year Ended
	December 31, 2020
	(In thousands)
T1 satellite	$	48,120
D1 satellite		55,000
Construction in progress related to narrowband IoT deployment		226,742
Operating lease assets related to narrowband IoT deployment		26,556
Impairment of long-lived assets	$	356,418

Finite-Lived Intangible Assets

Intangible assets include subscriber relationships, tradenames, and certain below market contracts. These assets are amortized over their respective useful lives. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2022 and 2021.

Indefinite-Lived Intangible Assets and Goodwill

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

●

FCC licenses are a non-depleting asset;

●

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

●

replacement DBS satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

●

maintenance expenditures to obtain future cash flows are not significant;

●

FCC licenses are not technologically dependent; and

●

we intend to use these assets indefinitely.

DBS Licenses

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

Wireless Spectrum Licenses

During 2022, we acquired the 3.45-3.55 GHz wireless licenses (the “3.45–3.55 GHz Licenses”). During 2021, we acquired the 3550-3650 MHz (CBRS) and 3.7-3.98 GHz wireless licenses, together (the “C-Band Licenses”). During 2020, we acquired the 37 GHz, 39 GHz, and 47 GHz wireless licenses and during 2019, we acquired the 24 GHz and 28 GHz wireless licenses, together (the “High-Band Licenses”).

In 2022, we combined our 600 MHz, 700 MHz, AWS-4, H Block, High-Band Licenses, C-Band Licenses, 3.45–3.55 GHz Licenses and the Northstar Licenses and SNR Licenses into a single unit of accounting. In 2021, we combined our 600 MHz, 700 MHz, AWS-4, H Block, High-Band Licenses, C-Band Licenses and the Northstar Licenses and SNR Licenses into a single unit of accounting. In 2020, we combined our 600 MHz, 700 MHz, AWS-4, H Block, and the Northstar Licenses and SNR Licenses into a single unit of accounting, excluding the High-Band Licenses.

In 2022, we quantitatively assessed these licenses for impairment. Our quantitative assessment consisted of both an income approach performed by DISH Network and a market approach performed by a third party and reviewed by management.

Market Approach. Currently frequencies in the 500 kHz to 30 GHz make up the bulk of commercial use in the United States. Spectrum bands can be grouped into four categories: low-band (less than 1 GHz), lower mid-band (1-2 GHz), upper mid-band (primarily 2-4 GHz) and high-band (generally above 24 GHz). Radio frequencies have different characteristics with regard to the distance they will travel and their ability to penetrate structures. Lower band frequency bands require less power to travel large distances and propagate well providing geographic coverage, whereas higher bandwidth spectrum is favored in urban settings where the goal is increased data capacity and cell sites are dense, with limited coverage areas.

Spectrum is licensed by geographic areas that can vary from the size of a county to significantly larger expanses. Licenses can cover densely populated urban areas to sparsely populated rural regions. Pricing for spectrum licenses will vary, sometimes significantly based on the frequency, population area or restrictions associated with the authorization for use obtained from the FCC. Population or “Pop” is a key input to valuing each geographic license. The amount of spectrum included in a license is measured in terms of megahertz, referred to as “MHz.” The wider the band the greater the MHz.

The market approach assessed the value of our spectrum using benchmarks, based on market transactions, which may include spectrum auctions and secondary market transactions, either acquisitions of spectrum or of businesses for which spectrum values can reliably be inferred. The market approach looked at the value of each band of our spectrum by block and geographic area based on pairing the spectrum in a manner that yielded its highest and best use. Prices were then calculated on an amount per MHz-Pop basis (where the numerator is the total value of the licenses and the denominator is the product of the population and MHz) based upon the most relevant data points. Finally, a discount was applied to the analysis for lack of marketability on certain of our holdings based on sale restrictions associated with those specific bands.

Our spectrum holdings include low-band, lower mid-band, upper mid-band (collectively referred to as “Low-Mid Band Licenses”) and high-band licenses.

Income Approach. The income approach estimated the fair value of these licenses using the “Greenfield” approach. The Greenfield approach is an income based valuation approach that values the Wireless spectrum licenses by calculating the cash flow generating potential of a hypothetical start-up company that goes into business with no assets except the Wireless spectrum licenses to be valued. A discounted cash flow analysis is used to estimate what a marketplace participant would be willing to pay to purchase the aggregated Wireless spectrum licenses as of the valuation date. As a result, we were required to make significant estimates about future cash flows and profitability specifically associated with our Wireless spectrum licenses, an appropriate discount rate based on the risk associated with those estimated cash flows and assumed terminal value and growth rates. We considered current and expected future economic conditions, current and expected availability of wireless network technology and infrastructure and related equipment and the costs thereof as well as other relevant factors in estimating future cash flows and profitability.

The discount rate represented our estimate of the weighted-average cost of capital (‘WACC”), or expected return, that a marketplace participant would have required as of the valuation date. We developed the discount rate based on our consideration of the cost of debt and equity of a group of guideline companies as of the valuation date. Accordingly, our discount rate incorporated our estimate of the expected return a marketplace participant would have required as of the valuation date, including the risk premium associated with the current and expected economic conditions as of the valuation date.

As part of our impairment assessment we performed the market approach and the income approach during the fourth quarter of 2022 and concluded that under both scenarios the fair value of these licenses are substantially in excess of their carrying value.

In 2021 and 2020, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of these licenses exceed the carrying amount. In our assessment, we considered several factors, including, among other things, the projected financial performance of our Wireless segment, the business enterprise value of our Wireless segment, and market transactions for wireless spectrum licenses including auction results. In assessing these factors, we considered both macroeconomic conditions and industry and market conditions. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of these licenses exceeds their carrying amount.

During 2020, our 37 GHz, 39 GHz, and 47 GHz wireless spectrum licenses were assessed as a single unit of accounting. These licenses were purchased during 2020 through our participation in Auction 103. For 2020, management’s assessment of the fair value of these licenses was determined based on the auction results.

During 2022, 2021, and 2020, our multichannel video distribution and data service (“MVDDS”) wireless spectrum licenses were assessed as a single unit of accounting. For 2022, 2021 and 2020, management assessed these licenses qualitatively. Our qualitative assessment focused on recent auction results and historical market activity. We concluded that it is more likely than not that the fair value of these licenses exceeded their carrying amount.

Changes in circumstances or market conditions could result in a write-down of any of the above Wireless spectrum licenses in the future.

Goodwill

Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date. Substantially all our goodwill relates to our Wireless segment and its two reporting units.

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year during the fourth quarter or more frequently if events or changes in circumstances indicate an impairment maybe possible. We may consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

To complete the impairment assessment we make estimates about fair value by reporting unit by using a weighting of the income and the market approach. As detailed above in “Wireless Spectrum Licenses” the income approach is based on estimated discounted cash flows using a market participant discount rate. The market approach is based on the fair value of our spectrum licenses using benchmarks, based on market transactions, which may include spectrum auctions and secondary market transactions, either acquisitions of spectrum or of businesses for which spectrum values can reliably be inferred.

Each of the reporting units were reviewed for impairment using a quantitative assessment. In performing the quantitative impairment test for 2022, we determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired.

In conducting our annual impairment test for 2021 and 2020, we performed a qualitative assessment, which considered several factors, including, among others, macroeconomic conditions, industry and market conditions, and relevant company specific events and perception of the market. In contemplating all factors in their totality, we determined that the fair value of our Wireless segment, which consists of a single reporting unit, was in excess of the carrying amount.

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 substantially 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 placed into service.

Business Combinations

When we acquire a business, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate.

Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately one to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.

Long-Term Deferred Revenue and Other Long-Term Liabilities

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

Sales Taxes

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

Income Taxes

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

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

Fair Value Measurements

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

●

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

●

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

●

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

As of December 31, 2022 and 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 6 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 10 for the fair value of our long-term debt.

Convertible Long-Term Debt

Historically, for embedded conversion features, we valued and bifurcated the conversion option associated with convertible notes (the “equity component”) from the host debt instrument. The initial value of the equity component on the convertible notes was recorded in “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” on our Consolidated Balance Sheets with the offset recorded as the debt discount. In accordance with ASU 2020-06 Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASU 2020-06”), which we adopted during the first quarter of 2021, the equity component related to our convertible notes of $1.051 billion has been reclassified from “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” to “Long-term debt and finance lease obligations, net of current portion” and the associated deferred taxes of $246 million has been reclassified from “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” to “Deferred tax liabilities” on our Consolidated Balance Sheets.

Deferred Debt Issuance Costs and Debt Discounts

Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. Any debt discount is deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. See Note 10 for further information.

Revenue Recognition

Pay-TV Segment

Our Pay-TV segment revenue is primarily derived from Pay-TV subscriber revenue. We also generate revenue from equipment rental fees and other hardware related fees, including DVRs and fees from subscribers with multiple receivers; advertising services; fees earned from our in-home service operations; broadband services; warranty services; sales of digital receivers and related equipment to third-party pay-TV providers; satellite uplink and telemetry, tracking and control (“TT&C”) services; and revenue from in-home services. See Note 16 for further information, including revenue disaggregated by major source.

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

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

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

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

Wireless Segment

Our Wireless segment revenue is primarily derived from Wireless subscriber revenue and selling wireless devices to prepaid and postpaid subscribers. The majority of our subscribers are prepaid under the Boost Mobile and Gen Mobile brands with a smaller subset of postpaid subscribers serviced under the Boost Infinite brand. Prepaid subscribers prepay for their monthly service on a month-to-month contract. Postpaid subscribers are qualified to pay for their service after it has been provided and pay for their monthly service on a month-to-month contract. For both our prepaid and postpaid customers the contract term was determined to be one month.

We have both an indirect sales channel, which includes third-party owned retail stores and big box stores, as well as a direct sales channel, which services customers online. Through the indirect sales channel, we use direct distribution partners to facilitate product delivery to the third-party retailers. Although our Retail Wireless business offers both products and services, we have determined that no bundled arrangements exist as the wireless device and service sold are sold at different times, and in the case of the indirect sales channel, have different customers. In the indirect channel, the customer for the wireless device is the direct distribution partner whereas for the service the subscriber is the end consumer. Service revenues may also include other value added services to subscribers, which may be recorded either gross or net within our Consolidated Statements of Operations and Comprehensive Income (Loss) depending on whether we are deemed to be the principal or agent in the relationship with the subscriber. Service revenues are recognized when the service has been provided and no further obligation exists. Concessions given to subscribers are recorded as a reduction to revenue.

Equipment revenues are primarily related to the sale of wireless devices. Equipment revenue is recognized when control of the product is transferred to our customer, either the direct distribution partner for the indirect sales channel or the end user in the direct sales channel. Sales of equipment in the indirect sales channel often include credits subsequently paid to the direct distribution partner as a reimbursement for any discount promotions offered to the end consumer. These credits (payments to a customer) are accounted for as variable consideration when estimating the amount of revenue to recognize from the sales of equipment to indirect dealers and are estimated based on historical experience and other factors, such as expected promotional activity. For wireless devices sold with a right of return, we defer a portion of equipment revenue and cost of sales to reflect this variable consideration.

Contract Balances

The timing of revenue recognition generally differs from the timing of invoicing to customers. When revenue is recognized prior to invoicing, we record a receivable. When revenue is recognized subsequent to invoicing, we record deferred revenue. Our residential video subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. Our current Wireless subscribers, the majority of which are prepaid, generate deferred revenue. We do not adjust the amount of consideration for financing impacts as we apply a practical expedient when we anticipate that the period between transfer of goods and services and eventual payment for those goods and services will be less than one year. See Note 17 for further information, including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers.

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. During the years ended December 31, 2022, 2021 and 2020, we capitalized $347 million, $393 million and $316 million, respectively, under these programs. The amortization expense related to these programs was $423 million, $391 million and $160 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, we had a total of $381 million and $458 million, respectively, capitalized on our Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases

We determine if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. Operating leases are included in “Operating lease assets,” “Other accrued expenses” and “Operating lease liabilities” on our Consolidated Balance Sheets. Finance leases are included in “Property and equipment, net,” “Current portion of long-term debt and finance lease obligations” and “Long-term debt and finance lease obligations, net of current portion” on our Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 9 for further information on our lease expenses.

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

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

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

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

Cost of Services

“Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment and costs of Wireless services (including costs incurred under the MNSA and NSA).

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

Cost of Sales – Equipment and Other

“Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes the cost of wireless devices and other related items, certain direct costs of wireless mobile network operations to deliver wireless voice and data services, as well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized.

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $633 million, $535 million and $528 million for the years ended December 31, 2022, 2021 and 2020, 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 Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $45 million, $29 million and $24 million for the years ended December 31, 2022, 2021 and 2020, respectively.

New Accounting Pronouncements

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

Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Data - Statements of Cash Flows
Cash paid for interest (including capitalized interest)		$ 1,044,276	$ 781,874	$ 778,448
Cash received for interest		8,145	5,455	5,945
Cash paid for income taxes		60,335	212,491	150,885
Capitalized interest (1)		1,040,971	821,455	924,644
Initial equity component of our 0% Convertible Notes due 2025, net of deferred taxes of $99,823				329,409
Employee benefits paid in Class A common stock		26,348	30,321	28,301
Vendor financing		108,048	26,627	74,895
FCC licenses reclassification (2)		122,657	915,449
Asset retirement obligation		122,390	50,765
Revaluation of contingent liabilities		$ 47,916
Interest rate (as a percent)		0.25%
Wireless equipment
Supplemental Data - Statements of Cash Flows
Accrued wireless equipment purchases		$ 397,137	449,093	$ 3,680
0% Convertible Notes due 2025.
Supplemental Data - Statements of Cash Flows
Interest rate (as a percent)				0.00%
Deferred tax related to equity component of convertible notes				$ 99,823
ASU 2020-06
Supplemental Data - Statements of Cash Flows
Convertible debt reclassified per ASU 2020-06	$ 1,051,000		1,051,344
Deferred taxes reclassified per ASU 2020-06			$ 245,778

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2022	Feb. 14, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-39144
Entity Registrant Name	DISH Network Corporation
Entity Tax Identification Number	88-0336997
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9601 South Meridian Boulevard
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	723-1000
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	DISH
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 4.7
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Denver, Colorado
Entity Central Index Key	0001001082
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		292,716,859
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		238,435,208

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	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2020
Fair value of marketable securities
Debt securities	$ 875,000
Contractual maturities extending longer than one year through and including five years	2,000
Derivative's fair value	$ 1,693,000	$ 678,000
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Fair value measurements on recurring basis
Fair value of marketable securities
Cash Equivalents (including restricted)	$ 1,620,458	$ 7,592,696
Total	877,672	3,004,214
Fair value measurements on recurring basis \| U.S. Treasury and agency securities
Fair value of marketable securities
Total	22,824
Fair value measurements on recurring basis \| Commercial paper
Fair value of marketable securities
Total	696,324	2,533,875
Fair value measurements on recurring basis \| Corporate securities
Fair value of marketable securities
Total	156,380	462,999
Fair value measurements on recurring basis \| Other (including restricted)
Fair value of marketable securities
Total	1,489	5,445
Fair value measurements on recurring basis \| Equity securities
Fair value of marketable securities
Equity securities	655	1,895
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash Equivalents (including restricted)	174,050	83,302
Total	23,479	1,895
Fair value measurements on recurring basis \| Level 1 \| U.S. Treasury and agency securities
Fair value of marketable securities
Total	22,824
Fair value measurements on recurring basis \| Level 1 \| Equity securities
Fair value of marketable securities
Equity securities	655	1,895
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash Equivalents (including restricted)	1,446,408	7,509,394
Total	854,049	3,002,167
Fair value measurements on recurring basis \| Level 2 \| Commercial paper
Fair value of marketable securities
Total	696,324	2,533,875
Fair value measurements on recurring basis \| Level 2 \| Corporate securities
Fair value of marketable securities
Total	156,380	462,999
Fair value measurements on recurring basis \| Level 2 \| Other (including restricted)
Fair value of marketable securities
Total	1,345	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		$ 713,000
Spectrum Purchase Agreement
Fair value of marketable securities
Termination fee	$ 72,000

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 Interests	Total
Balance at Dec. 31, 2019	$ 5,230	$ 4,947,007	$ (18)	$ 6,612,302	$ (449)	$ 552,075	$ 11,564,072
Issuance of Class A common stock:
Exercise of stock awards	15	9,425					9,440
Employee benefits	8	28,293					28,301
Employee Stock Purchase Plan	8	17,966					17,974
Non-cash, stock-based compensation		64,954					64,954
Change in unrealized holding gains (losses) on available-for-sale debt securities, net			(91)				(91)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)			81				81
Foreign currency translation			(827)				(827)
Initial equity component of our 0% convertibles due 2025, net of deferred taxes of $99,823		329,409					329,409
Northstar Spectrum LLC Purchase Agreement						(311,735)
Net income (loss) attributable to noncontrolling interests					955	110,308	955
Net income (loss) attributable to DISH Network				1,762,673			1,762,673
Other		3,720			(16)		3,704
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	13	40,551					40,564
Employee benefits	9	30,312					30,321
Employee Stock Purchase Plan	6	17,733					17,739
Non-cash, stock-based compensation		51,680					51,680
Change in unrealized holding gains (losses) on available-for-sale debt securities, net			(221)				(221)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)			(430)				(430)
Foreign currency translation			1,787				1,787
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					730	44,574	730
Net income (loss) attributable to DISH Network				2,410,642			2,410,642
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	199					200
Employee benefits	8	26,340					26,348
Employee Stock Purchase Plan	13	17,919					17,932
Non-cash, stock-based compensation		71,450					71,450
Change in unrealized holding gains (losses) on available-for-sale debt securities, net			184				184
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)			666				666
Foreign currency translation			(4,160)				(4,160)
Net income (loss) attributable to noncontrolling interests					537	69,137	537
Net income (loss) attributable to DISH Network				2,303,233			2,303,233
Balance at Dec. 31, 2022	$ 5,311	$ 4,851,392	$ (3,029)	$ 13,088,850	$ 1,757	$ 464,359	$ 17,944,281

Organization and Business Activities (Details) $ in Thousands			1 Months Ended		12 Months Ended	180 Months Ended
	Jun. 14, 2023	Jun. 14, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022 USD ($) item site segment	Dec. 31, 2022 USD ($) item	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					9,750,000	9,750,000
Number Of wireless subscribers \| item					7,983,000	7,983,000
Payment to customer						$ 30,000,000
FCC authorizations					$ 36,933,073	36,933,073	$ 28,632,665
Total debt and equity investments in subsidiaries					$ 10,000,000	10,000,000
Percentage of population for deploy 5G services					20.00%
5G Network Development
Spectrum Investments
Payment to customer					$ 30,000,000	30,000,000
Total debt and equity investments in subsidiaries					$ 10,000,000	10,000,000
Percentage of population for deploy 5G services					60.00%
Number Of Construction Sites Completed \| site					15,000
Number Of Construction Sites Completed Per Month \| site					1,000
Capitalized interest on FCC authorizations
Spectrum Investments
FCC authorizations					$ 7,344,515	$ 7,344,515	6,373,629
Minimum
Spectrum Investments
Percentage of population for deploy 5G services					70.00%
Minimum Tower \| item					15,000
Sling TV Holding L.L.C.
Spectrum Investments
Number of Pay-TV subscribers \| item					2,334,000	2,334,000
Northstar Spectrum And SNR Holdco
Spectrum Investments
Total debt and equity investments in subsidiaries					$ 10,000,000	$ 10,000,000
Dish TV
Spectrum Investments
Number of Pay-TV subscribers \| item					7,416,000	7,416,000
Wireless
Spectrum Investments
Payment to customer						$ 30,000,000
FCC authorizations					$ 19,698,169	$ 19,698,169	$ 12,368,647
Percentage of population for deploy 5G services		20.00%	70.00%	20.00%
Wireless \| At least 50% by June 2023
Spectrum Investments
Percentage of population for deploy 5G services			50.00%		50.00%
Wireless \| Upto 70% by June 2023
Spectrum Investments
Percentage of population for deploy 5G services			70.00%
Wireless \| Maximum
Spectrum Investments
Percentage of population for deploy 5G services	70.00%		70.00%		70.00%

Contract Balances

12 Months Ended

Dec. 31, 2022

Contract Balances

Contract Balances

17. Contract Balances

Our valuation and qualifying accounts as of December 31, 2022, 2021 and 2020 were as follows:


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

	(In thousands)
For the years ended:
December 31, 2022	$	38,534	$	79,664	$	(73,845)	$	78	$	44,431
December 31, 2021	$	72,278	$	54,083	$	(87,919)	$	92	$	38,534
December 31, 2020	$	19,280	$	84,697	$	(56,075)	$	24,376	$	72,278

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 Consolidated Balance Sheets.


	As of
	December 31,		December 31,
	2022		2021

	(In thousands)
Contract liabilities	$	698,602	$	714,428

Our beginning of period contract liability recorded as customer contract revenue during 2022 was $711 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 https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details)	12 Months Ended
	Dec. 31, 2022	Feb. 28, 2017
Other investment securities:
Interest rate (as a percent)	0.25%
NagraStar
Other investment securities:
Ownership interest (as a percent)		50.00%
DISH DBS Corporation ("DBS") \| 5 1/4% Senior Secured Notes due 2026
Other investment securities:
Interest rate (as a percent)	5.25%
DISH DBS Corporation ("DBS") \| 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

Long-Term Debt and Finance Lease Obligations - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 26, 2023	Nov. 15, 2022	Dec. 31, 2021	May 24, 2021	Dec. 21, 2020	Jul. 01, 2020	Mar. 17, 2017	Aug. 08, 2016	Jun. 13, 2016	Nov. 20, 2014	Dec. 27, 2012
Debt Instrument
Carrying Value	$ 21,331,482			$ 21,387,069
Fair Value	17,266,700			21,425,474
Unamortized deferred financing costs and other debt discounts, net	(105,697)			(69,711)
Finance lease obligations	123,353			99,658
Total long-term debt and finance lease obligations (including current portion)	$ 21,349,138			21,417,016
Interest rate (as a percent)	0.25%
5% Senior Notes due 2023
Debt Instrument
Aggregate principal amount												$ 1,500,000
Debt instrument for repurchased amount	$ 57,000
Outstanding debt	$ 1,443,000
2 3/8% Convertible Notes due 2024
Debt Instrument
Interest rate (as a percent)	2.375%							2.375%
Aggregate principal amount								$ 1,000,000
5 7/8% Senior Notes due 2024
Debt Instrument
Aggregate principal amount											$ 2,000,000
7 3/4% Senior Notes due 2026
Debt Instrument
Aggregate principal amount										$ 2,000,000
3 3/8% Convertible Notes due 2026
Debt Instrument
Aggregate principal amount									$ 3,000,000
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Aggregate principal amount	$ 2,750,000
11 3/4% Senior Secured Notes due 2027
Debt Instrument
Aggregate principal amount	1,500,000	$ 1,500,000	$ 2,000,000
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Aggregate principal amount	$ 2,500,000
DISH DBS Corporation ("DBS") \| 5 7/8% Senior Notes due 2022
Debt Instrument
Carrying Value				2,000,000
Fair Value				2,039,700
Interest rate (as a percent)	5.875%
DISH DBS Corporation ("DBS") \| 5% Senior Notes due 2023
Debt Instrument
Carrying Value	$ 1,443,179			1,500,000
Fair Value	$ 1,441,635			1,541,670
Interest rate (as a percent)	5.00%
DISH DBS Corporation ("DBS") \| 2 3/8% Convertible Notes due 2024
Debt Instrument
Carrying Value	$ 1,000,000			1,000,000
Fair Value	906,970			966,990
DISH DBS Corporation ("DBS") \| 5 7/8% Senior Notes due 2024
Debt Instrument
Carrying Value	2,000,000			2,000,000
Fair Value	$ 1,870,940			2,060,180
Interest rate (as a percent)	5.875%
DISH DBS Corporation ("DBS") \| 0% Convertible Notes due 2025
Debt Instrument
Carrying Value	$ 2,000,000			2,000,000
Fair Value	$ 1,287,540			2,016,880
Interest rate (as a percent)	0.00%
Aggregate principal amount						$ 2,000,000
DISH DBS Corporation ("DBS") \| 7 3/4% Senior Notes due 2026
Debt Instrument
Carrying Value	$ 2,000,000			2,000,000
Fair Value	$ 1,620,280			2,122,700
Interest rate (as a percent)	7.75%
DISH DBS Corporation ("DBS") \| 3 3/8% Convertible Notes due 2026
Debt Instrument
Carrying Value	$ 3,000,000			3,000,000
Fair Value	$ 1,894,230			2,844,030
Interest rate (as a percent)	3.375%
DISH DBS Corporation ("DBS") \| 5 1/4% Senior Secured Notes due 2026
Debt Instrument
Carrying Value	$ 2,750,000			2,750,000
Fair Value	$ 2,336,813			2,792,900
Interest rate (as a percent)	5.25%
DISH DBS Corporation ("DBS") \| 11 3/4% Senior Secured Notes due 2027
Debt Instrument
Carrying Value	$ 2,000,000
Fair Value	$ 2,071,240
Interest rate (as a percent)	11.75%
DISH DBS Corporation ("DBS") \| 7 3/8% Senior Notes due 2028
Debt Instrument
Carrying Value	$ 1,000,000			1,000,000
Fair Value	$ 708,320			1,017,060
Interest rate (as a percent)	7.375%
Aggregate principal amount							$ 1,000,000
DISH DBS Corporation ("DBS") \| 5 3/4% Senior Secured Notes due 2028
Debt Instrument
Carrying Value	$ 2,500,000			2,500,000
Fair Value	$ 2,013,675			2,520,650
Interest rate (as a percent)	5.75%
DISH DBS Corporation ("DBS") \| 5 1/8 % Senior Notes due 2029
Debt Instrument
Carrying Value	$ 1,500,000			1,500,000
Fair Value	$ 976,755			1,365,645
Interest rate (as a percent)	5.125%
Aggregate principal amount					$ 1,500,000
DISH DBS Corporation ("DBS") \| Other notes payable
Debt Instrument
Carrying Value	$ 138,303			137,069
Fair Value	$ 138,303			$ 137,069

Property and Equipment and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and equipment
Total property and equipment	$ 10,290,544	$ 7,887,898
Accumulated depreciation	(4,650,425)	(4,630,111)
Property and equipment, net	$ 5,640,119	3,257,787
Minimum
Property and equipment
Depreciable Life	2 years
Maximum
Property and equipment
Depreciable Life	40 years
T1 satellite
Property and equipment
Depreciable Life	14 years 3 months
Equipment leased to customers
Property and equipment
Total property and equipment	$ 1,318,272	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
Property and equipment
Total property and equipment	$ 1,718,865	1,734,024
Satellites \| Minimum
Property and equipment
Depreciable Life	4 years
Satellites \| Maximum
Property and equipment
Depreciable Life	15 years
Satellites acquired under finance lease agreements
Property and equipment
Total property and equipment	$ 344,447	567,870
Satellites acquired under finance lease agreements \| Maximum
Property and equipment
Depreciable Life	15 years
Furniture, fixtures, equipment and other
Property and equipment
Total property and equipment	$ 1,215,496	1,197,409
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
5G Network Deployment equipment
Property and equipment
Total property and equipment	$ 770,153	76,828
5G Network Deployment equipment \| Minimum
Property and equipment
Depreciable Life	3 years
5G Network Deployment equipment \| Maximum
Property and equipment
Depreciable Life	15 years
Software
Property and equipment
Total property and equipment	$ 1,354,656	1,076,602
Software \| Minimum
Property and equipment
Depreciable Life	3 years
Software \| Maximum
Property and equipment
Depreciable Life	6 years
Buildings and improvements
Property and equipment
Total property and equipment	$ 380,519	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	3,170,623	1,309,757
Construction in progress \| Software related projects
Property and equipment
Total property and equipment	36,936	39,269
Construction in progress \| Wireless
Property and equipment
Total property and equipment	$ 3,133,687	$ 1,270,488

Segment Reporting (Details) $ in Thousands	3 Months Ended								12 Months Ended
Segment Reporting (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment information
Number of primary operating business segments \| segment									2
Total assets	$ 52,606,562				$ 48,001,725				$ 52,606,562	$ 48,001,725
Revenues	4,043,373	$ 4,095,451	$ 4,209,963	$ 4,330,620	4,446,658	$ 4,449,635	$ 4,486,960	$ 4,497,853	16,679,407	17,881,106	$ 15,493,435
Depreciation and amortization									717,073	724,852	714,552
Operating income (loss)	375,342	427,029	692,935	550,360	714,016	717,705	906,738	864,576	2,045,666	3,203,035	2,582,615
Interest income									42,776	11,338	22,734
Interest expense, net of amounts capitalized									(22,781)	(16,174)	(12,974)
Other, net									1,038,982	20,557	(20,164)
Income tax (provision) benefit, net									(731,736)	(762,810)	(698,275)
Net income (loss)	954,469	$ 429,585	$ 540,007	$ 448,846	565,412	$ 567,520	$ 681,451	$ 641,563	2,372,907	2,455,946	1,873,936
Asset Impairment Charges											356,418
Purchases of property and equipment (including capitalized interest related to FCC authorizations)									3,711,611	1,963,527	1,192,506
Pay-TV subscriber and related revenue
Segment information
Revenues									12,351,918	12,748,334	12,702,345
Wireless services and related revenue
Segment information
Revenues									3,653,909	4,142,883	2,143,703
United States
Segment information
Revenues									16,639,627	17,821,876	15,442,371
Canada And Mexico
Segment information
Revenues									39,780	59,230	51,064
Pay-TV
Segment information
Revenues									12,505,392	12,928,707	12,897,413
Depreciation and amortization									428,472	538,836	613,926
Operating income (loss)									2,933,898	3,075,580	2,903,183
Interest income									1,872,645	1,346,502	1,676,953
Interest expense, net of amounts capitalized									(1,036,829)	(819,510)	(922,876)
Other, net									1,264	(2,917)	2,020
Income tax (provision) benefit, net									(911,955)	(853,362)	(836,296)
Net income (loss)									2,859,023	2,746,293	2,822,984
Purchases of property and equipment (including capitalized interest related to FCC authorizations)									131,093	173,485	317,196
Pay-TV \| Equipment sales and other revenue
Segment information
Revenues									153,474	180,373	195,068
Wireless
Segment information
Revenues									4,180,018	4,957,272	2,599,842
Depreciation and amortization									288,601	186,016	100,626
Operating income (loss)									(888,232)	127,455	(320,568)
Interest income									5	6	4
Interest expense, net of amounts capitalized									(815,826)	(531,834)	(744,321)
Other, net									1,037,718	23,474	(22,184)
Income tax (provision) benefit, net									180,219	90,552	138,021
Net income (loss)									(486,116)	(290,347)	(949,048)
Purchases of property and equipment (including capitalized interest related to FCC authorizations)									3,580,518	1,790,042	875,310
Wireless \| Equipment sales and other revenue
Segment information
Revenues									526,109	814,389	456,139
All Other & Eliminations
Segment information
Revenues									(6,003)	(4,873)	(3,820)
Interest income									(1,829,874)	(1,335,170)	(1,654,223)
Interest expense, net of amounts capitalized									1,829,874	1,335,170	1,654,223
All Other & Eliminations \| Equipment sales and other revenue
Segment information
Revenues									(6,003)	(4,873)	$ (3,820)
Eliminations \| All Other & Eliminations
Segment information
Total assets	(39,949,937)				(29,108,126)				(39,949,937)	(29,108,126)
Operating segment \| Pay-TV
Segment information
Total assets	46,295,495				43,799,761				46,295,495	43,799,761
Operating segment \| Wireless
Segment information
Total assets	$ 46,261,004				$ 33,310,090				$ 46,261,004	$ 33,310,090

Stock-Based Compensation (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) employee $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares
Share-based compensation
Stock Awards Outstanding (in shares)	15,060,879	13
Percentage of stock awards vesting per year	20.00%
Number of employees \| employee		700
Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 30.37	$ 20.00	$ 34.95
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized \| $		$ 28
Incremental non cash stock based stock based compensation \| $	$ 9
Class A common stock
Share-based compensation
Stock Awards Outstanding (in shares)	29,900,000
Class A common stock \| Stock Incentive Plan [Member]
Share-based compensation
Shares of common stock available for future grant under stock incentive plans	52,600,000
Stock options
Share-based compensation
Stock Awards Outstanding (in shares)	29,908,006		26,702,903	27,248,662	13,715,612
Maximum Expiration term	10 years
Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 26.19		$ 34.95	$ 34.85	$ 41.71

Property and Equipment and Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets
Intangible Assets	$ 868,777	$ 822,387
Accumulated Amortization	(528,886)	(375,345)
Amortization expense	154,000	164,000	$ 93,000
Estimated future amortization of identifiable intangible assets
2023	180,621
2024	95,641
2025	13,535
2026	11,838
2027	11,355
Thereafter	26,901
Total	339,891
Wireless
Intangible Assets
Goodwill	225,000	225,000
Wireless \| Five G Network Deployment Business Unit
Intangible Assets
Goodwill	$ 120,000
Wireless \| Retail Wireless Business Unit
Intangible Assets
Goodwill		99,000
Minimum
Intangible Assets
Useful life	2 years
Maximum
Intangible Assets
Useful life	20 years
Technology-based
Intangible Assets
Intangible Assets	$ 63,545	63,361
Accumulated Amortization	(60,022)	(59,462)
Trademarks
Intangible Assets
Intangible Assets	135,134	135,131
Accumulated Amortization	(61,007)	(50,524)
Contract-based
Intangible Assets
Intangible Assets	41,500	41,500
Accumulated Amortization	(41,500)	(41,500)
Customer relationships
Intangible Assets
Intangible Assets	628,598	582,395
Accumulated Amortization	$ (366,357)	$ (223,859)

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory
Finished goods	$ 447,322	$ 489,073
Work-in-process and service repairs	19,351	19,074
Raw materials	35,700	26,790
Total inventory	$ 502,373	$ 534,937

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

NagraStar

Schedule of transactions with related party


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	43,416	$	45,944	$	53,902

			As of December 31,
			2022		2021

			(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar			$	7,422	$	11,988
Commitments to NagraStar			$	3,272	$	5,630

Dish Mexico

Schedule of transactions with related party


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Sales:
Satellite capacity	$	—	$	20,761	$	21,850
Uplink services and other		2,709		4,025		5,095
Total	$	2,709	$	24,786	$	26,945

			As of December 31,
			2022		2021

			(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico			$	583	$	6,692

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Components of Lease Expense


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Operating lease cost (1)	$	332,385	$	89,565	$	71,863

Short-term lease cost (2)		13,328		12,956		11,870

Finance lease cost:
Amortization of right-of-use assets (3)		28,037		65,967		71,318
Interest on lease liabilities (3)		12,145		14,693		21,007
Total finance lease cost (3)		40,182		80,660		92,325
Total lease costs	$	385,895	$	183,181	$	176,058

(1)

The increase in operating lease cost is primarily related to communication tower leases.

(2)

Leases that have terms of 12 months or less.

(3)

Summary of Supplemental cash flow information related to leases


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	163,320	$	72,479	$	72,352
Operating cash flows from finance leases	$	11,053	$	12,868	$	21,007
Financing cash flows from finance leases	$	42,617	$	62,679	$	65,979

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1,398,050	$	1,467,983	$	47,225
Finance leases	$	66,312	$	—	$	—

Summary of supplemental balance sheet information related to leases


	As of December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets (1)	$	2,687,522	$	1,493,410

Other current liabilities	$	194,030	$	75,748
Operating lease liabilities (1)		2,687,883		1,453,395
Total operating lease liabilities	$	2,881,913	$	1,529,143

Finance Leases:
Property and equipment, gross	$	411,778	$	568,889
Accumulated depreciation		(303,802)		(499,188)
Property and equipment, net	$	107,976	$	69,701

Other current liabilities	$	48,066	$	34,772
Other long-term liabilities		75,287		64,886
Total finance lease liabilities	$	123,353	$	99,658

Weighted Average Remaining Lease Term:
Operating leases		11.8 years		12.9 years
Finance leases		2.7 years		2.6 years

Weighted Average Discount Rate:
Operating leases		7.3%		5.3%
Finance leases		9.8%		11.0%

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

Summary of maturities of operating lease liabilities


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

	(In thousands)
2023	$	268,453	$	58,031	$	326,484
2024		298,054		49,450		347,504
2025		328,988		20,045		349,033
2026		357,711		12,905		370,616
2027		360,164		—		360,164
Thereafter		2,898,888		—		2,898,888
Total lease payments		4,512,258		140,431		4,652,689
Less: Imputed interest		(1,630,345)		(17,078)		(1,647,423)
Total		2,881,913		123,353		3,005,266
Less: Current portion		(194,030)		(48,066)		(242,096)
Long-term portion of lease obligations	$	2,687,883	$	75,287	$	2,763,170

Summary of maturities of finance lease liabilities

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


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

	(In thousands)
2023	$	268,453	$	58,031	$	326,484
2024		298,054		49,450		347,504
2025		328,988		20,045		349,033
2026		357,711		12,905		370,616
2027		360,164		—		360,164
Thereafter		2,898,888		—		2,898,888
Total lease payments		4,512,258		140,431		4,652,689
Less: Imputed interest		(1,630,345)		(17,078)		(1,647,423)
Total		2,881,913		123,353		3,005,266
Less: Current portion		(194,030)		(48,066)		(242,096)
Long-term portion of lease obligations	$	2,687,883	$	75,287	$	2,763,170

Inventory

12 Months Ended

Dec. 31, 2022

Inventory

Inventory

7. Inventory

Inventory consisted of the following:


	As of December 31,
	2022		2021

	(In thousands)
Finished goods	$	447,322	$	489,073
Work-in-process and service repairs		19,351		19,074
Raw materials		35,700		26,790
Total inventory	$	502,373	$	534,937

Property and Equipment and Intangible Assets - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended		180 Months Ended
	Apr. 30, 2022	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) item	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Property and equipment
Impairment of long-lived assets \| $				$ 356,418
Number of other satellites to be relocated in the event of failure or loss of any satellite			1
Payment to customer \| $					$ 30,000,000
Pay-TV Satellites
Property and equipment
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
Property and equipment
Satellite lease term	2 years
Satellite lease extension term	1 year
AWS-4 Satellites
Property and equipment
Fair value after write down \| $			$ 0		$ 0	$ 0
Impairment of long-lived assets \| $		$ 103,000

Stock-Based Compensation - Stock Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 06, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock option activity
Total options outstanding, end of period (in shares)		15,060,879
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)		$ 34.95
Total options outstanding at the end of the period (in dollars per share)		$ 30.37	$ 34.95
Ergen 2020 Performance Award
Stock option activity
Granted (in shares)	12,500,000
Additional disclosures
Granted (in shares)	12,500,000
Long-Term Performance Based Plans
Stock option activity
Total options outstanding, end of period (in shares)		984,608
Weighted-Average Exercise Price
Total options outstanding at the end of the period (in dollars per share)		$ 20.84
Stock options
Stock option activity
Total options outstanding, beginning of period (in shares)		26,702,903	27,248,662	13,715,612
Granted (in shares)		18,031,503	2,005,000	15,410,500
Exercised (in shares)		(27,635)	(1,316,485)	(714,595)
Forfeited and cancelled (in shares)		(14,798,765)	(1,234,274)	(1,162,855)
Total options outstanding, end of period (in shares)		29,908,006	26,702,903	27,248,662
Exercisable at the end of the period (in shares)		6,223,086	7,741,300	5,193,238
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)		$ 34.95	$ 34.85	$ 41.71
Granted (in dollars per share)		22.42	39.56	28.71
Exercised (in dollars per share)		29.61	31.49	17.44
Forfeited and cancelled (in dollars per share)		37.40	43.83	45.17
Total options outstanding at the end of the period (in dollars per share)		26.19	34.95	34.85
Exercisable, Weighted-Average Exercise Price (in dollars per share)		$ 24.32	$ 37.04	$ 40.21
Share-based compensation additional disclosures
Tax benefit from stock awards exercised		$ 573	$ 4,153	$ 7,576
Additional disclosures
Granted (in shares)		18,031,503	2,005,000	15,410,500
Aggregate intrinsic value of stock options outstanding		$ 36
Aggregate intrinsic value of stock options exercisable		$ 2
Stock options \| Long-Term Performance Based Plans
Stock option activity
Total options outstanding, beginning of period (in shares)		13,953,818	17,403,339
Total options outstanding, end of period (in shares)		15,060,879	13,953,818	17,403,339
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)		$ 32.89	$ 32.59
Total options outstanding at the end of the period (in dollars per share)		$ 30.37	$ 32.89	$ 32.59
Stock Option Exchange Offer
Additional disclosures
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period		13,000,000

Related Party Transactions (Details) $ in Thousands				1 Months Ended			12 Months Ended
Related Party Transactions (Details) $ in Thousands	Jan. 01, 2022	Aug. 19, 2016	Oct. 02, 2012	Jun. 30, 2021 item	Feb. 28, 2019	Mar. 31, 2017	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2011 USD ($)
Related Party Transactions
Trade accounts receivable, net							$ 953,812	$ 942,561
Trade accounts payable							924,438	848,224
Cost of sales - equipment and other							1,812,191	1,552,341	$ 939,721
Property and equipment capitalization							$ 3,711,611	1,963,527	1,192,506
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							$ 8,000	9,000	16,000
EchoStar
Related Party Transactions
Trade accounts receivable, net							1,000
Trade accounts payable							4,000	9,000
Equipment sales and other revenue							6,000	6,000	8,000
Cost of services							12,000	15,000	20,000
General and Administrative Expense							$ 14,000	19,000	13,000
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
payment made for tax benefit received							13,000
Related Party Transaction, Remaining Payment Of Tax Benefit To Be Paid							69,000
Net amount of the allocated tax attributes payable							$ 82,000
EchoStar \| TT & C Agreement
Related Party Transactions
Number of renewal options \| item				3
Term of renewal option				1 year
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							$ 7,000	7,000	13,000
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							$ 5,000	$ 6,000	$ 5,000
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

Long-Term Debt and Finance Lease Obligations - Intercompany Loan (Details) - USD ($) $ in Millions		1 Months Ended		12 Months Ended	180 Months Ended
	Feb. 11, 2022	Feb. 28, 2022	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2022
Debt Instrument
Interest rate (as a percent)				0.25%	0.25%
Payment to customer					$ 30,000
Ghz 3.45 to 3.55
Debt Instrument
Payment to customer		$ 7,205	$ 7,205
DISH DBS Corporation ("DBS")
Debt Instrument
Minimum interest payment due (in percent)				50.00%
Interest payment in kind (in percent)				0.75%
5 1/4% Senior Secured Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)				5.25%	5.25%
5 3/4% Senior Secured Notes due 2028 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)				5.75%	5.75%
Intercompany Loan \| DISH DBS Corporation ("DBS")
Debt Instrument
Additional debt	$ 1,500
Outstanding amount				$ 7,160	$ 7,160
Intercompany Loan \| DISH DBS Corporation ("DBS") \| Ghz 3.45 to 3.55
Debt Instrument
Cash proceeds				6,750
Cash and marketable investment securities paid				455
Payment to customer				$ 7,205

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2022
Stock-Based Compensation
Non-cash, stock-based compensation	$ 71,450	$ 51,680	$ 64,954
Share-based expenses
Unrecognized compensation expense				$ 28,000
Subscriber-related
Stock-Based Compensation
Non-cash, stock-based compensation	6,511	4,365	7,419
Selling, general and administrative expenses
Stock-Based Compensation
Non-cash, stock-based compensation	64,939	$ 47,315	$ 57,535
Non-Performance Based Stock Awards
Share-based expenses
Unrecognized compensation expense	$ 77,000
Share-based compensation additional disclosures
Weighted average period for recognition of compensation cost	4 years 3 months 18 days

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

12 Months Ended

Dec. 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 Years Ended December 31,
	2022		2021		2020

		(In thousands, except per share amounts)
Net income (loss)	$	2,372,907	$	2,455,946	$	1,873,936
Less: Net income (loss) attributable to noncontrolling interests, net of tax		69,674		45,304		111,263
Net income (loss) attributable to DISH Network - Basic		2,303,233		2,410,642		1,762,673
Interest on dilutive Convertible Notes, net of tax (1)		—		—		—
Net income (loss) attributable to DISH Network - Diluted	$	2,303,233	$	2,410,642	$	1,762,673

Weighted-average common shares outstanding - Class A and B common stock:
Basic		530,114		527,844		524,761
Dilutive impact of Convertible Notes (2)		107,016		107,016		59,526
Dilutive impact of stock awards outstanding		160		1,203		73
Diluted		637,290		636,063		584,360

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network	$	4.34	$	4.57	$	3.36
Diluted net income (loss) per share attributable to DISH Network	$	3.61	$	3.79	$	3.02

(1)

For the years ended December 31, 2022, 2021 and 2020, substantially all of our interest expense was capitalized. See Note 2 for further information.

(2)

Schedule of dilutive securities not included in the diluted EPS calculation

	As of December 31,
	2022	2021	2020

	(In thousands)
Anti-dilutive stock awards	9,437	7,582	9,083
Performance/market based options	15,061	13,954	17,403
Restricted Performance Units/Awards	1,106	1,331	1,755
Common stock warrants	46,029	46,029	46,029
Total	71,633	68,896	74,270

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

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

As of December 31, 2022, future maturities of our long-term debt, finance lease and contractual obligations are summarized as follows:


	Payments due by period
	Total		2023		2024		2025		2026		2027		Thereafter

	(In thousands)
Long-term debt obligations	$	21,331,482	$	1,499,123	$	3,039,858	$	2,022,265	$	7,753,954	$	2,004,162	$	5,012,120
Interest expense on long-term debt		4,906,491		1,115,272		1,063,347		932,131		931,026		530,192		334,523
Finance lease obligations (1)		123,353		48,066		44,770		18,094		12,423		—		—
Interest expense on finance lease obligations (1)		17,078		9,965		4,680		1,951		482		—		—
Other long-term obligations (2)		15,115,199		4,044,094		2,396,469		1,919,294		1,756,374		1,379,489		3,619,479
Operating lease obligations (1)		4,512,258		268,453		298,054		328,988		357,711		360,164		2,898,888
Purchase obligations		1,746,847		1,724,431		11,736		6,369		4,311		—		—
Total	$	47,752,708	$	8,709,404	$	6,858,914	$	5,229,092	$	10,816,281	$	4,274,007	$	11,865,010

(1)

See Note 9 for further information on leases and the adoption of ASC 842.

(2)

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 (2)		711,871		June 14, 2023 (3)	June 2023
AWS-4 Licenses (2)		1,940,000		June 14, 2023 (3)	June 2023
H Block Licenses (2)		1,671,506		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		2,688	July 23, 2029 (6)	July 23, 2033 (6)	July 2036
3.45–3.55 GHz Licenses		7,327,989	May 4, 2026 (6)	May 4, 2030 (6)	May 2037
Subtotal		19,698,169
Noncontrolling 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)		7,344,515
Total as of December 31, 2022	$	36,933,073

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

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

(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.

Other Comprehensive Income (Loss) - Accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss), balance at beginning of period, net	$ 281	$ (855)
Foreign currency translation adjustments, net of tax	(3,450)	1,305
Other comprehensive income (loss) before reclassification	145	(159)
Amounts reclassified from accumulated other comprehensive income (loss)	(5)	(10)
Accumulated other comprehensive income (loss), balance at end of period, net	(3,029)	281
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss), balance at beginning of period, net	446	(859)
Foreign currency translation adjustments, net of tax	(3,450)	1,305
Accumulated other comprehensive income (loss), balance at end of period, net	(3,004)	446
Unrealized/Recognized Gains (Losses)
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss), balance at beginning of period, net	(165)	4
Other comprehensive income (loss) before reclassification	145	(159)
Amounts reclassified from accumulated other comprehensive income (loss)	(5)	(10)
Accumulated other comprehensive income (loss), balance at end of period, net	$ (25)	$ (165)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Organization and Business Activities

12 Months Ended

Dec. 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 December 31, 2022, we had 9.750 million Pay-TV subscribers in the United States, including 7.416 million DISH TV subscribers and 2.334 million SLING TV subscribers.

Wireless – Retail Wireless

We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile, Boost Infinite and Gen Mobile brands (“Retail Wireless” services), 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”) as we continue to complete our 5G Network Deployment. As an MVNO, today we depend on T-Mobile and AT&T to provide us with network services under the amended master network services agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively. Under the NSA, we expect AT&T will become our primary network services provider. As of December 31, 2022, we had 7.983 million Wireless subscribers.

Recent Developments

We regularly evaluate ways to enhance our business. As part of this process, we are in regular dialogue with interested parties who may assist us in accomplishing our goals, including recent preliminary conversations with CONX Corp. (an entity partially owned by Charles W. Ergen, our Chairman) regarding a transaction involving our Retail Wireless business. There can be no assurance that these preliminary discussions will lead to a transaction nor as to the structure or terms of any such transaction.

Wireless – 5G Network Deployment

DISH Network Spectrum

We have invested a total of over $30 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% of the U.S. population by June 2023. If by June 2023, we are offering 5G broadband service to at least 50% of the U.S. population but less than 70% of the U.S. population, the 70% June 2023 deadline will be extended automatically to June 2025; however, as a result, we may, under certain circumstances, potentially be subject to certain penalties. On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement. We are currently focused on our progression towards offering 5G broadband service to at least 70% of the U.S. population with a minimum of 15,000 5G sites. As of December 31, 2022, we had started construction on over 15,000 5G sites, which, if completed, are capable of providing broadband coverage to over 60% of the U.S. population. Construction starts are continuing at a rate of approximately 1,000 5G sites per month.

DISH Network NonControlling 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 noncontrolling 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 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 (“VIEs”) 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 noncontrolling investments in the Northstar Entities and the SNR Entities. See Note 15 for further information.

Commitments and Contingencies (Details)										1 Months Ended						3 Months Ended		12 Months Ended			180 Months Ended
Commitments and Contingencies (Details)	Jun. 14, 2023	Jun. 14, 2022	Jan. 14, 2022 USD ($) item	Dec. 30, 2020 USD ($)	Jul. 26, 2019 USD ($)	Jun. 08, 2018	Jun. 07, 2018 USD ($)	Jun. 06, 2018	Aug. 18, 2015 USD ($)	Dec. 31, 2027	Jun. 30, 2023	Jun. 30, 2022	Feb. 28, 2022 USD ($)	Jan. 31, 2022 USD ($)	Mar. 31, 2018 USD ($) item	Sep. 30, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) item site	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) item	Jun. 14, 2025	Jul. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Commitment and Contingencies
2023																		$ 8,709,404,000			$ 8,709,404,000
2024																		6,858,914,000			6,858,914,000
2025																		5,229,092,000			5,229,092,000
2026																		10,816,281,000			10,816,281,000
2027																		4,274,007,000			4,274,007,000
Thereafter																		11,865,010,000			11,865,010,000
Total																		47,752,708,000			47,752,708,000
Network Development Future Expenditures																		10,000,000,000
Unrecognized tax benefits																		$ 431,640,000	$ 388,837,000	$ 378,467,000	431,640,000			$ 674,207,000
Percentage of population for deploy 5G services																		20.00%
Payment to customer																					30,000,000,000
Proceeds from Refund of Deposits on Auction																			337,490,000
Carrying amount																		$ 339,891,000			339,891,000
Contractual Obligation																		$ 47,752,708,000			$ 47,752,708,000
Percentage of Population 5G Services offered	50.00%																	70.00%			70.00%	75.00%
Percentage of Population Northstar Wireless and SNR Wireless offered										75.00%
FCC authorizations																		$ 36,933,073,000	28,632,665,000		$ 36,933,073,000
Payment For Purchase Agreement																				311,735,000
Impairment of long-lived assets																				$ 356,418,000
Interest rate (as a percent)																		0.25%			0.25%
Commitments relating to AWS-3 Auction
Noncontrolling Interest in Variable Interest Entity																		$ 10,000,000,000			$ 10,000,000,000
5G Network Development
Commitment and Contingencies
Percentage of population for deploy 5G services																		60.00%
Number Of Construction Sites Completed \| site																		15,000
Number Of Construction Sites Completed Per Month \| site																		1,000
Payment to customer																		$ 30,000,000,000			30,000,000,000
Commitments relating to AWS-3 Auction
Noncontrolling Interest in Variable Interest Entity																		10,000,000,000			10,000,000,000
Capitalized interest on FCC authorizations
Commitment and Contingencies
Percentage of Population 5G Services offered																						70.00%
FCC authorizations																		$ 7,344,515,000	6,373,629,000		7,344,515,000
Spectrum Purchase Agreement
Commitment and Contingencies
Purchase price					$ 3,590,000,000
Asset Purchase Agreement, Termination Fee Payable																							$ 72,000,000
Class B common stock \| Northstar Manager LLC
Commitment and Contingencies
Equity Method Investment, Ownership Percentage				3.00%
Maximum
Commitment and Contingencies
Programming Contracts term																		10 years
Minimum
Commitment and Contingencies
Percentage of population for deploy 5G services																		70.00%
Minimum Tower \| item																		15,000
Programming Contracts term																		1 year
Northstar Manager LLC \| Class B common stock
Commitment and Contingencies
Ownership percentage				97.00%
Payment For Purchase Agreement				$ 312,000,000
Northstar Manager LLC \| Class B common stock \| Northstar Manager LLC
Commitment and Contingencies
Equity Method Investment, Ownership Percentage				3.00%
Elected not to purchase 800 MHZ licenses \| Spectrum Purchase Agreement
Commitment and Contingencies
Total																		$ 360,000,000			360,000,000
Contractual Obligation																		360,000,000			360,000,000
Wireless
Commitment and Contingencies
Network development current and future expenditures																		10,000,000,000	10,000,000,000
Percentage of population for deploy 5G services		20.00%									70.00%	20.00%
Payment to customer																					30,000,000,000
FCC authorizations																		$ 19,698,169,000	12,368,647,000		19,698,169,000
Wireless \| Maximum
Commitment and Contingencies
Percentage of population for deploy 5G services	70.00%										70.00%							70.00%
Wireless \| Forecast
Commitment and Contingencies
Percentage of population for deploy 5G services											70.00%
Wireless \| At least 50% by June 2023
Commitment and Contingencies
Percentage of population for deploy 5G services											50.00%							50.00%
H Block Licenses
Commitment and Contingencies
FCC authorizations																		$ 1,671,506,000			1,671,506,000
DBS Licenses.
Commitment and Contingencies
FCC authorizations																		677,409,000			677,409,000
700 MHz Licenses
Commitment and Contingencies
FCC authorizations																		711,871,000			711,871,000
600 MHz Licenses
Commitment and Contingencies
FCC authorizations																		6,212,579,000			6,212,579,000
MVDDS
Commitment and Contingencies
FCC authorizations																		24,000,000			24,000,000
28 GHz Licenses
Commitment and Contingencies
FCC authorizations																		2,883,000			2,883,000
24 GHz Licenses
Commitment and Contingencies
FCC authorizations																		11,772,000			11,772,000
37 Ghz, 39 Ghz and 47 Ghz Licenses
Commitment and Contingencies
FCC authorizations																		202,533,000			202,533,000
3550-3650 MHz Licenses
Commitment and Contingencies
FCC authorizations																		912,939,000			912,939,000
Ghz 3.7 to 3.98
Commitment and Contingencies
FCC authorizations																		2,688,000			2,688,000
Ghz 3.45 to 3.55
Commitment and Contingencies
Payment to customer													$ 7,205,000,000	$ 7,205,000,000
Aggregate amount to be paid to the winning bids			$ 7,328,000,000
Payments For Asset Purchase Deposit																$ 123,000,000
FCC authorizations																		7,327,989,000			7,327,989,000
Number of priority access licenses \| item			1,232
Northstar Licenses
Commitment and Contingencies
FCC authorizations																		$ 5,618,930,000			5,618,930,000
AWS-3 Licenses
Commitment and Contingencies
Accelerated build out period																		2 years
FCC authorizations																		$ 9,890,389,000			9,890,389,000
AWS-4 Licenses
Commitment and Contingencies
FCC authorizations																		1,940,000,000			1,940,000,000
SNR Licenses
Commitment and Contingencies
FCC authorizations																		4,271,459,000			4,271,459,000
Capitalized Interest
Commitment and Contingencies
FCC authorizations																		7,344,515,000			7,344,515,000
Northstar Spectrum And SNR Holdco
Commitment and Contingencies
Ownership interest																		464,000,000	$ 395,000,000		464,000,000
Commitments relating to AWS-3 Auction
Noncontrolling Interest in Variable Interest Entity																		$ 10,000,000,000			$ 10,000,000,000
Northstar Spectrum And SNR Holdco \| AWS 3 Auction
Commitments relating to AWS-3 Auction
Percentage of bidding credit																		25.00%
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
Northstar Wireless or Northstar Spectrum
Commitment and Contingencies
Interim payment percentage																		15.00%
Re-Auction payment																		$ 1,892,000,000
Overpayment of interim payment																		$ 334,000,000
Northstar Wireless or Northstar Spectrum \| Preferred Class A
Commitment and Contingencies
Ownership percentage																		100.00%
Northstar Wireless or Northstar Spectrum \| Northstar Manager LLC
Commitments relating to AWS-3 Auction
Controlling interest owned by other companies																		15.00%
Equity contribution															$ 133,000,000
Northstar Wireless or Northstar Spectrum \| American II.
Commitment and Contingencies
Ownership percentage																		85.00%
Loan made																		$ 69,000,000
Commitments relating to AWS-3 Auction
Equity contribution															7,621,000,000
Northstar Wireless or Northstar Spectrum \| AWS 3 Auction
Commitment and Contingencies
Interim Payment																		$ 334,000,000
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																		$ 5,619,000,000
Bidding credit value									$ 1,961,000,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses
Commitment and Contingencies
Non-payment gross winning bids																		2,226,000,000			$ 2,226,000,000
Commitments relating to AWS-3 Auction
Gross winning bids																		$ 7,845,000,000
Percentage of bidding credit																		25.00%
Net winning bid																		$ 5,884,000,000
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
Non-payment gross winning bids																		$ 1,211,000,000			1,211,000,000
Interim payment percentage																		15.00%
Re-Auction payment																		$ 1,029,000,000.000
Overpayment of interim payment																		$ 182,000,000
SNR Wireless or SNR Wireless Holdco \| Maximum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)							12.00%
SNR Wireless or SNR Wireless Holdco \| Minimum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)							8.00%
SNR Wireless or SNR Wireless Holdco \| SNR Wireless Management LLC
Commitments relating to AWS-3 Auction
Controlling interest owned by other companies																		15.00%
Equity contribution															93,000,000
SNR Wireless or SNR Wireless Holdco \| American II.
Commitment and Contingencies
Window of days for management to put its interest						360 days	270 days
Additional days allowed for management to put its interest							90 days
Commitments relating to AWS-3 Auction
Value of ownership rights accrued																		$ 96,000,000			$ 96,000,000
SNR Wireless or SNR Wireless Holdco \| American II. \| Maximum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)							12.00%
Window of days for management to put its interest							90 days	90 days
SNR Wireless or SNR Wireless Holdco \| American II. \| Minimum
Commitment and Contingencies
Preferred stock quarterly distribution (as a percent)							8.00%
Window of days for management to put its interest								30 days
SNR Wireless or SNR Wireless Holdco \| American III
Commitment and Contingencies
Number of wireless spectrum licenses \| item																		244			244
Loan made																		$ 344,000,000
Debt outstanding amount															5,065,000,000.000
Principal amount of debt															500,000,000
Window of days for management to put its interest							90 days	30 days
Additional days allowed for management to put its interest							90 days
Additional loan to pay gross winning bids																		344,000,000
Commitments relating to AWS-3 Auction
Equity contribution															$ 5,590,000,000
Gross winning bids																		4,271,000,000
Value of ownership rights accrued																		368,000,000			$ 368,000,000
SNR Wireless or SNR Wireless Holdco \| American III \| 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 \| American III \| Maximum
Commitment and Contingencies
Interest rate (as a percent)															12.00%
SNR Wireless or SNR Wireless Holdco \| American III \| Minimum
Commitment and Contingencies
Interest rate (as a percent)															6.00%
SNR Wireless or SNR Wireless Holdco \| AWS-3 Licenses
Commitment and Contingencies
Non-payment gross winning bids																		1,211,000,000			1,211,000,000
SNR Wireless or SNR Wireless Holdco \| SNR Licenses
Commitment and Contingencies
Interim Payment																		182,000,000
Non-payment gross winning bids																		$ 1,211,000,000			1,211,000,000
Interim payment percentage																		15.00%
Additional Bid Withdrawal Payment																		$ 3,000,000
Commitments relating to AWS-3 Auction
Gross winning bids																		$ 5,482,000,000
Percentage of bidding credit																		25.00%
Net winning bid																		$ 4,112,000,000
Bid withdrawal payment																		$ 8,000,000
Bidding credit value									$ 1,370,000,000
SNR Wireless or SNR Wireless Holdco Class B Common Interests \| American III
Commitment and Contingencies
Ownership percentage																		85.00%
SNR Wireless or SNR Wireless Holdco Class A Common Interests \| American III
Commitment and Contingencies
Ownership percentage																		100.00%
American II. \| Northstar Manager LLC \| Class B common stock
Commitment and Contingencies
Ownership percentage				80.00%
Prior Arrangement \| Northstar Licenses
Commitment and Contingencies
Non-payment gross winning bids																		$ 2,226,000,000			2,226,000,000
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 \| American II.
Commitment and Contingencies
Debt outstanding amount															$ 6,870,000,000
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| American II.
Commitment and Contingencies
Principal amount of debt															$ 500,000,000
Loan balance maturity period							10 years	7 years
Removal of consent for unsecured financing and equipment financing							$ 25,000,000
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| American II. \| Preferred Class A
Commitment and Contingencies
Number shares issued in conversion															6,870,493
Preferred stock quarterly distribution (as a percent)															12.00%
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| American II. \| Maximum
Commitment and Contingencies
Interest rate (as a percent)															12.00%
Northstar Operative Agreement \| Northstar Wireless or Northstar Spectrum \| American II. \| Minimum
Commitment and Contingencies
Interest rate (as a percent)															6.00%
SNR Operative Agreement \| SNR Wireless or SNR Wireless Holdco \| American III
Commitment and Contingencies
Loan balance maturity period							10 years	7 years
Removal of consent for unsecured financing and equipment financing							$ 25,000,000
NBIoT capitalized costs
Commitment and Contingencies
Impairment of long-lived assets																	$ 253,000,000
Long-term debt obligations
Commitment and Contingencies
2023																		$ 1,499,123,000			1,499,123,000
2024																		3,039,858,000			3,039,858,000
2025																		2,022,265,000			2,022,265,000
2026																		7,753,954,000			7,753,954,000
2027																		2,004,162,000			2,004,162,000
Thereafter																		5,012,120,000			5,012,120,000
Total																		21,331,482,000			21,331,482,000
Contractual Obligation																		21,331,482,000			21,331,482,000
Interest expense on long-term debt and capital lease obligations
Commitment and Contingencies
2023																		1,115,272,000			1,115,272,000
2024																		1,063,347,000			1,063,347,000
2025																		932,131,000			932,131,000
2026																		931,026,000			931,026,000
2027																		530,192,000			530,192,000
Thereafter																		334,523,000			334,523,000
Total																		4,906,491,000			4,906,491,000
Contractual Obligation																		4,906,491,000			4,906,491,000
Finance lease obligations
Commitment and Contingencies
2023																		48,066,000			48,066,000
2024																		44,770,000			44,770,000
2025																		18,094,000			18,094,000
2026																		12,423,000			12,423,000
Total																		123,353,000			123,353,000
Contractual Obligation																		123,353,000			123,353,000
5G network deployment obligations
Commitment and Contingencies
Total																		2,438,000,000			2,438,000,000
Contractual Obligation																		2,438,000,000			2,438,000,000
Interest expense on finance lease obligations
Commitment and Contingencies
2023																		9,965,000			9,965,000
2024																		4,680,000			4,680,000
2025																		1,951,000			1,951,000
2026																		482,000			482,000
Total																		17,078,000			17,078,000
Contractual Obligation																		17,078,000			17,078,000
Satellite-related obligations
Commitment and Contingencies
2023																		4,044,094,000			4,044,094,000
2024																		2,396,469,000			2,396,469,000
2025																		1,919,294,000			1,919,294,000
2026																		1,756,374,000			1,756,374,000
2027																		1,379,489,000			1,379,489,000
Thereafter																		3,619,479,000			3,619,479,000
Total																		15,115,199,000			15,115,199,000
Contractual Obligation																		15,115,199,000			15,115,199,000
Operating lease obligations
Commitment and Contingencies
2023																		268,453,000			268,453,000
2024																		298,054,000			298,054,000
2025																		328,988,000			328,988,000
2026																		357,711,000			357,711,000
2027																		360,164,000			360,164,000
Thereafter																		2,898,888,000			2,898,888,000
Total																		4,512,258,000			4,512,258,000
Contractual Obligation																		4,512,258,000			4,512,258,000
Purchase obligations
Commitment and Contingencies
2023																		1,724,431,000			1,724,431,000
2024																		11,736,000			11,736,000
2025																		6,369,000			6,369,000
2026																		4,311,000			4,311,000
Total																		1,746,847,000			1,746,847,000
Contractual Obligation																		$ 1,746,847,000			$ 1,746,847,000
SNR Credit Agreement \| SNR Wireless or SNR Wireless Holdco
Commitment and Contingencies
Loan made															$ 500,000,000
SNR Credit Agreement \| SNR Wireless or SNR Wireless Holdco \| American III
Commitment and Contingencies
Loan made															500,000,000
Northstar Credit Agreement \| Northstar Wireless or Northstar Spectrum \| American II.
Commitment and Contingencies
Loan made															$ 500,000,000
Subsequent event \| Wireless
Commitment and Contingencies
Percentage of population for deploy 5G services											70.00%

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2017
Related Party Transactions
Revenue from related party	$ 2,709	$ 24,786	$ 26,945
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	$ 43,416	45,944	53,902
Amounts payable to related party	7,422	11,988
Commitments to related party	3,272	5,630
Dish Mexico
Related Party Transactions
Amounts receivable from related party	583	6,692
Dish Mexico \| Satellite Capacity
Related Party Transactions
Revenue from related party		20,761	21,850
Dish Mexico \| Uplink Services
Related Party Transactions
Revenue from related party	$ 2,709	$ 4,025	$ 5,095

Long-Term Debt and Finance Lease Obligations - Narratives (Details) - USD ($)					12 Months Ended
	May 24, 2021	Jul. 01, 2020	Jul. 13, 2016	Nov. 20, 2014	Dec. 31, 2022	Jan. 26, 2023	Nov. 15, 2022	Dec. 31, 2021	Dec. 21, 2020	Mar. 17, 2017	Aug. 08, 2016	Jun. 13, 2016	Dec. 27, 2012
Debt Instrument
Interest rate (as a percent)					0.25%
Class A common stock
Debt Instrument
Common stock par value (in dollars per share)					$ 0.01			$ 0.01
DISH DBS Corporation ("DBS")
Debt Instrument
Percentage of principal amount at which notes may be required to be repurchased in event of change of control					101.00%
5 7/8% Senior Notes due 2022 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.875%
5% Senior Notes due 2023
Debt Instrument
Aggregate principal amount													$ 1,500,000,000
5% Senior Notes due 2023 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.00%
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
2 3/8% Convertible Notes due 2024
Debt Instrument
Interest rate (as a percent)					2.375%					2.375%
Aggregate principal amount										$ 1,000,000,000.0
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					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 \| 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
0% Convertible Notes due 2025 \| DISH DBS Corporation ("DBS")
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%
Debt Instrument, Redemption Price, Percentage					100.00%
5 7/8% Senior Notes due 2024
Debt Instrument
Aggregate principal amount				$ 2,000,000,000.0
Term of loan				10 years
5 7/8% Senior Notes due 2024 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.875%
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
7 3/4% Senior Notes due 2026
Debt Instrument
Aggregate principal amount												$ 2,000,000,000.0
Term of loan			10 years
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
7 3/4% Senior Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					7.75%
3 3/8% Convertible Notes due 2026
Debt Instrument
Aggregate principal amount											$ 3,000,000,000.0
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					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
Common stock par value (in dollars per share)					$ 86.08
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%
3 3/8% Convertible Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					3.375%
7 3/8% Senior Notes due 2028 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					7.375%
Aggregate principal amount		$ 1,000,000,000.0
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed		35.00%
Redemption price as a percentage of principal amount		100.00%
Debt Instrument, Redemption Price, Percentage		100.00%
5 1/8 % Senior Notes due 2029 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.125%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control					101.00%
Aggregate principal amount	$ 1,500,000,000
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	35.00%
Redemption price as a percentage of principal amount	100.00%
Debt Instrument, Redemption Price, Percentage	100.00%
5 1/4% Senior Secured Notes due 2026
Debt Instrument
Aggregate principal amount					$ 2,750,000,000
5 1/4% Senior Secured Notes due 2026 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.25%
5 3/4% Senior Secured Notes due 2028
Debt Instrument
Aggregate principal amount					$ 2,500,000,000
5 3/4% Senior Secured Notes due 2028 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					5.75%
11 3/4% Senior Secured Notes due 2027
Debt Instrument
Aggregate principal amount					$ 1,500,000,000	$ 1,500,000,000	$ 2,000,000,000.0
Threshold Loan To Value Ratio					0.35
Period to Obtain Initial Appraisal of Collateral					120 days
Period to Obtain Second Appraisal of Collateral					120 days
Fair Value of Collateral					$ 10,040,000,000.00
Period to Add Additional Collateral After Initial Appraisal					60 days
Period to Add Additional Collateral After Second Appraisal					90 days
11 3/4% Senior Secured Notes due 2027 \| Failure to Deliver Appraisal Within Specified Days [Member]
Debt Instrument
Redemption price as a percentage of principal amount					102.00%
Debt Instrument, Redemption Price, Percentage					102.00%
11 3/4% Senior Secured Notes due 2027 \| Failure to Add Additional Collateral [Member]
Debt Instrument
Redemption price as a percentage of principal amount					102.00%
Debt Instrument, Redemption Price, Percentage					102.00%
11 3/4% Senior Secured Notes due 2027 \| DISH DBS Corporation ("DBS")
Debt Instrument
Interest rate (as a percent)					11.75%
Prior to June 1, 2026 \| 5 1/4% Senior Secured Notes due 2026
Debt Instrument
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
Prior to December 1, 2024 \| 5 1/4% Senior Secured Notes due 2026
Debt Instrument
Term of loan					36 months
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					35.00%
Percentage of redemption price for each twelve-month period					10.00%
Redemption price as a percentage of principal amount					103.00%
Debt Instrument, Redemption Price, Percentage					103.00%
Prior to December 1, 2024 \| 5 3/4% Senior Secured Notes due 2028
Debt Instrument
Redemption price as a percentage of principal amount					103.00%
Debt Instrument, Redemption Price, Percentage					103.00%
Prior to December 1, 2027 \| 5 3/4% Senior Secured Notes due 2028
Debt Instrument
Term of loan					36 months
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					35.00%
Percentage of redemption price for each twelve-month period					10.00%
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
Prior to December 1, 2027 \| 11 3/4% Senior Secured Notes due 2027
Debt Instrument
Redemption price as a percentage of principal amount					100.00%
Debt Instrument, Redemption Price, Percentage					100.00%
Prior to May 15, 2025 \| 11 3/4% Senior Secured Notes due 2027
Debt Instrument
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed					40.00%
Early redemption percent of principal amount					111.75%

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Impairment of long-lived assets


	For the Year Ended
	December 31, 2020
	(In thousands)
T1 satellite	$	48,120
D1 satellite		55,000
Construction in progress related to narrowband IoT deployment		226,742
Operating lease assets related to narrowband IoT deployment		26,556
Impairment of long-lived assets	$	356,418

Stockholders' Equity (Deficit) (Details)	12 Months Ended
Stockholders' Equity (Deficit) (Details)	Dec. 31, 2022 item $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders' Equity (Deficit)
Preferred Stock, shares authorized	20,000,000
Preferred Stock, par value (in dollars per share) \| $ / shares	$ 0.01
Class A common stock
Stockholders' Equity (Deficit)
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Common stock, shares outstanding	292,660,308	290,529,607
Votes per share	1
Class B common stock
Stockholders' Equity (Deficit)
Common stock, shares authorized	800,000,000	800,000,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.01	$ 0.01
Common stock, shares outstanding	238,435,208	238,435,208
Votes per share	10
Number of shares of Class A common stock into which each share of common stock is convertible	1
Class C common stock
Stockholders' Equity (Deficit)
Common stock, shares authorized	800,000,000
Common stock par value (in dollars per share) \| $ / shares	$ 0.01
Common stock, shares outstanding	0	0
Preferred Stock, shares outstanding	0	0
Votes per share	1
Number of shares of Class A common stock into which each share of common stock is convertible	1
Votes per share in the event of change of control \| item	10

Basic and Diluted Net Income (Loss) Per Share - Performance based stock (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 shares	Sep. 30, 2022 employee $ / shares shares
Antidilutive securities excluded from computation of earnings per share
Number of stock options outstanding (in shares)	15,060,879			13
Number of employees \| employee				700
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 30.37	$ 34.95		$ 20.00
Anti-dilutive securities excluded from computation of earnings per share	71,633,000	68,896,000	74,270,000
Common stock warrants
Antidilutive securities excluded from computation of earnings per share
Strike price of the warrants \| $ / shares	$ 86.08
Long-Term Performance Based Plans
Antidilutive securities excluded from computation of earnings per share
Number of stock options outstanding (in shares)	984,608
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 20.84
Percentage of award vested	75.00%	69.00%
LTIP 2013
Antidilutive securities excluded from computation of earnings per share
Number of stock options outstanding (in shares)	783,500
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 40.77
LTIP 2017
Antidilutive securities excluded from computation of earnings per share
Number of stock options outstanding (in shares)	1,689,380
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares	$ 56.95
Ergen 2020 Performance Award
Antidilutive securities excluded from computation of earnings per share
Percentage of award vested	20.00%
Anti-dilutive stock awards
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	9,437,000	7,582,000	9,083,000
Performance/market based options
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	15,061,000	13,954,000	17,403,000
Restricted Performance Units/Awards
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	1,106,000	1,331,000	1,755,000
Common stock warrants
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	46,029,000	46,029,000	46,029,000

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

12 Months Ended

Dec. 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 December 31,
	2022		2021

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	144	$	152
Strategic - trading/equity		655		1,895
Other		835,184		2,973,471
Total current marketable investment securities		835,983		2,975,518
Restricted marketable investment securities (1)		41,689		28,696
Total marketable investment securities		877,672		3,004,214

Restricted cash and cash equivalents (1)		62,925		5,306,072

Other investment securities:
Other investment securities		168,200		150,941
Total other investment securities		168,200		150,941

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$	1,108,797	$	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 Consolidated Balance Sheets.

Schedule of fair value measurements


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

	(In thousands)
Cash equivalents (including restricted)	$	1,620,458	$	174,050	$	1,446,408	$	—	$	7,592,696	$	83,302	$	7,509,394	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	22,824	$	22,824	$	—	$	—	$	—	$	—	$	—	$	—
Commercial paper		696,324		—		696,324		—		2,533,875		—		2,533,875		—
Corporate securities		156,380		—		156,380		—		462,999		—		462,999		—
Other		1,489		—		1,345		144		5,445		—		5,293		152
Equity securities		655		655		—		—		1,895		1,895		—		—
Total	$	877,672	$	23,479	$	854,049	$	144	$	3,004,214	$	1,895	$	3,002,167	$	152

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



	For the Years Ended December 31,
Other, net:	2022		2021		2020

	(In thousands)
Marketable investment securities - realized and unrealized gains (losses)	$	(1,241)	$	(3,137)	$	178
Derivative instruments - net realized and/or unrealized gains (losses) (1)		1,015,387		(13,000)		(22,000)
Non-marketable investment securities - gains (losses)		27,427		—		—
Costs related to early redemption of debt		(922)		(3,587)		—
Equity in earnings (losses) of affiliates		2,616		(1,051)		410
Other		(4,285)		41,332		1,248
Total	$	1,038,982	$	20,557	$	(20,164)

(1)

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease assets	$ 2,687,522	$ 1,493,410
Other current liabilities	$ 194,030	$ 75,748
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 2,687,883	$ 1,453,395
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities	Operating lease liabilities
Total	$ 2,881,913	$ 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	$ 10,290,544	$ 7,887,898
Accumulated depreciation	(4,650,425)	(4,630,111)
Property and equipment, net	5,640,119	3,257,787
Other current liabilities	$ 48,066	$ 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	$ 75,287	$ 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	$ 123,353	$ 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	11 years 9 months 18 days	12 years 10 months 24 days
Finance Lease, Weighted Average Remaining Lease Term	2 years 8 months 12 days	2 years 7 months 6 days
Operating Lease, Weighted Average Discount Rate, Percent	7.30%	5.30%
Finance Lease, Weighted Average Discount Rate, Percent	9.80%	11.00%
Property and equipment
Leases
Property and equipment, gross	$ 411,778	$ 568,889
Accumulated depreciation	(303,802)	(499,188)
Property and equipment, net	$ 107,976	$ 69,701

Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

12. Stockholders’ Equity (Deficit)

Capital Stock and Additional Paid-In Capital

Our certificate of incorporation authorizes the following capital stock: (i) 1,600,000,000 shares of Class A common stock, par value $0.01 per share; (ii) 800,000,000 shares of Class B common stock, par value $0.01 per share; (iii) 800,000,000 shares of Class C common stock, par value $0.01 per share; and (iv) 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2022 and 2021, there were no outstanding shares of Class C common stock or preferred stock.

The Class A, Class B and Class C common stock are equivalent except for voting rights. Holders of Class A and Class C common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. Each share of Class B and Class C common stock is convertible, at the option of the holder, into one share of Class A common stock. Our Class A common stock is publicly traded on the Nasdaq Global Select Market under the symbol “DISH.” Upon a change in control of DISH Network, each holder of outstanding shares of Class C common stock is entitled to 10 votes for each share of Class C common stock held. Our principal stockholder and certain entities established by him for the benefit of his family beneficially own all outstanding Class B common stock. Together with all other stockholders, he also owns outstanding Class A common stock.

Common Stock Repurchase Program

Our Board of Directors previously authorized stock repurchases of up to $1.0 billion of our outstanding Class A common stock. On October 21, 2022, our Board of Directors extended this authorization such that we are currently authorized to repurchase up to $1.0 billion of our outstanding Class A common stock through and including December 31, 2023. As of December 31, 2023, we may repurchase up to $1.0 billion under this program. During the years ended December 31, 2022, 2021 and 2020, there were no repurchases of our Class A common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 1,785,056	$ 2,428,188
Marketable investment securities	835,983	2,975,518
Trade accounts receivable, net of allowance for credit losses of $44,431 and $38,534, respectively	953,812	942,561
Inventory	502,373	534,937
Other current assets	532,886	641,978
Total current assets	4,610,110	7,523,182
Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities	104,614	5,334,768
Property and equipment, net	5,640,119	3,257,787
FCC authorizations	36,933,073	28,632,665
Other investment securities	168,200	150,941
Operating lease assets	2,687,522	1,493,410
Other noncurrent assets, net	1,897,815	934,293
Intangible assets, net	565,109	674,679
Total noncurrent assets	47,996,452	40,478,543
Total assets	52,606,562	48,001,725
Current Liabilities:
Trade accounts payable	924,438	848,224
Deferred revenue and other	711,474	761,347
Accrued programming	1,298,777	1,376,770
Accrued interest	258,799	288,308
Other accrued expenses	1,283,570	1,179,427
Current portion of long-term debt and finance lease obligations (Note 10)	1,547,190	2,061,810
Total current liabilities	6,024,248	6,515,886
Long-Term Obligations, Net of Current Portion:
Long-term debt and finance lease obligations, net of current portion (Note 10)	19,801,948	19,355,206
Deferred tax liabilities	4,930,135	4,226,266
Operating lease liabilities	2,687,883	1,453,395
Long-term deferred revenue and other long-term liabilities	753,708	527,859
Total long-term obligations, net of current portion	28,173,674	25,562,726
Total liabilities	34,197,922	32,078,612
Commitments and Contingencies (Note 15)
Redeemable noncontrolling interests (Note 2)	464,359	395,222
Stockholders' Equity (Deficit):
Additional paid-in capital	4,851,392	4,735,484
Accumulated other comprehensive income (loss)	(3,029)	281
Accumulated earnings (deficit)	13,088,850	10,785,617
Total DISH Network stockholders' equity (deficit)	17,942,524	15,526,671
Noncontrolling interests	1,757	1,220
Total stockholders' equity (deficit)	17,944,281	15,527,891
Total liabilities and stockholders' equity (deficit)	52,606,562	48,001,725
Class A common stock
Stockholders' Equity (Deficit):
Common stock	2,927	2,905
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 2,384	$ 2,384

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating lease cost	$ 332,385	$ 89,565	$ 71,863
Short-term lease cost	13,328	12,956	11,870
Amortization of right-of-use assets	28,037	65,967	71,318
Interest on lease liabilities	12,145	14,693	21,007
Total finance lease cost	40,182	80,660	92,325
Total lease costs	$ 385,895	$ 183,181	$ 176,058

Long-Term Debt and Finance Lease Obligations - Finance Lease Obligations (Details)	12 Months Ended
	Dec. 31, 2022
FSS Satellite Anik F3
Lessee, Lease, Description [Line Items]
Ku-band capacity leased (as a percent)	100.00%
Term of capital lease	15 years
Canadian DBS Satellite Ciel II
Lessee, Lease, Description [Line Items]
Satellite capacity leased (as a percent)	100.00%
Initial Term of capital lease	10 years
Nimiq 5
Lessee, Lease, Description [Line Items]
Nimiq capacity leased (as a percent)	100.00%

Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2022

Other Comprehensive Income (Loss)

Schedule of tax effects allocated to component of other comprehensive income (loss)


	For the Years Ended December 31,
	2022						2021						2020
	Before		Tax		Net		Before		Tax		Net		Before		Tax		Net
	Tax		(Expense)		of Tax		Tax		(Expense)		of Tax		Tax		(Expense)		of Tax
	Amount		Benefit		Amount		Amount		Benefit		Amount		Amount		Benefit		Amount

	(In thousands)
Foreign currency translation adjustments	$	(4,160)	$	710	$	(3,450)	$	1,787	$	(482)	$	1,305	$	(827)	$	61	$	(766)
Unrealized holding gains (losses) on available-for-sale securities		191		(46)		145		(208)		49		(159)		(29)		7		(22)
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)		(7)		2		(5)		(13)		3		(10)		(62)		13		(49)
Other comprehensive income (loss)	$	(3,976)	$	666	$	(3,310)	$	1,566	$	(430)	$	1,136	$	(918)	$	81	$	(837)

Schedule of accumulated other comprehensive income (loss)


		Foreign		Unrealized/
		Currency		Recognized
		Translation		Gains
Accumulated Other Comprehensive Income (Loss)		Adjustment		(Losses)	Total

	(In thousands)
Balance as of December 31, 2020	$	(859)	$	4	$	(855)
Foreign currency translation adjustments		1,305		—		1,305
Other comprehensive income (loss) before reclassification		—		(159)		(159)
Amounts reclassified from accumulated other comprehensive income (loss)		—		(10)		(10)
Balance as of December 31, 2021	$	446	$	(165)	$	281
Foreign currency translation adjustments		(3,450)		—		(3,450)
Other comprehensive income (loss) before reclassification		—		145		145
Amounts reclassified from accumulated other comprehensive income (loss)		—		(5)		(5)
Balance as of December 31, 2022	$	(3,004)	$	(25)	$	(3,029)

Property and Equipment and Intangible Assets - FCC Authorizations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Indefinite-lived intangible assets
FCC authorizations	$ 36,933,073	$ 28,632,665
Wireless
Indefinite-lived intangible assets
FCC authorizations	19,698,169	12,368,647
DBS Licenses
Indefinite-lived intangible assets
FCC authorizations	677,409	677,409
700 MHz Licenses
Indefinite-lived intangible assets
FCC authorizations	711,871	711,871
MVDDS
Indefinite-lived intangible assets
FCC authorizations	24,000	24,000
AWS-4 Licenses
Indefinite-lived intangible assets
FCC authorizations	1,940,000	1,940,000
H Block Licenses
Indefinite-lived intangible assets
FCC authorizations	1,671,506	1,671,506
600 MHz Licenses
Indefinite-lived intangible assets
FCC authorizations	6,212,579	6,211,154
28 GHz Licenses
Indefinite-lived intangible assets
FCC authorizations	2,883	2,883
24 GHz Licenses
Indefinite-lived intangible assets
FCC authorizations	11,772	11,772
37 Ghz, 39 Ghz and 47 Ghz Licenses
Indefinite-lived intangible assets
FCC authorizations	202,533	202,533
AWS-3 Licenses
Indefinite-lived intangible assets
FCC authorizations	9,890,389	9,890,389
AWS-3 Licenses \| Northstar Manager And Northstar Spectrum
Indefinite-lived intangible assets
FCC authorizations	5,618,930	5,618,930
AWS-3 Licenses \| SNR Wireless or SNR Wireless Holdco
Indefinite-lived intangible assets
FCC authorizations	4,271,459	4,271,459
3550-3650 MHz Licenses
Indefinite-lived intangible assets
FCC authorizations	912,939	912,939
3.7-3.98 GHz Licenses
Indefinite-lived intangible assets
FCC authorizations	2,688	2,580
3.45-3.55 GHz Licenses
Indefinite-lived intangible assets
FCC authorizations	7,327,989
Capitalized interest on FCC authorizations
Indefinite-lived intangible assets
FCC authorizations	$ 7,344,515	$ 6,373,629

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								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Basic and Diluted Net Income (Loss) Per Share
Net income (loss)	$ 954,469	$ 429,585	$ 540,007	$ 448,846	$ 565,412	$ 567,520	$ 681,451	$ 641,563	$ 2,372,907	$ 2,455,946	$ 1,873,936
Less: Net income (loss) attributable to noncontrolling interests, net of tax									(69,674)	(45,304)	(111,263)
Net income (loss) attributable to DISH Network	$ 935,520	$ 412,230	$ 522,832	$ 432,651	$ 552,329	$ 557,042	$ 671,047	$ 630,224	2,303,233	2,410,642	1,762,673
Net income (loss) attributable to DISH Network - Diluted									$ 2,303,233	$ 2,410,642	$ 1,762,673
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)									530,114	527,844	524,761
Dilutive impact of Convertible Notes (in shares)									107,016	107,016	59,526
Dilutive impact of stock awards outstanding (in shares)									160	1,203	73
Diluted (in shares)									637,290	636,063	584,360
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 1.76	$ 0.78	$ 0.99	$ 0.82	$ 1.04	$ 1.05	$ 1.27	$ 1.20	$ 4.34	$ 4.57	$ 3.36
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 1.47	$ 0.65	$ 0.82	$ 0.68	$ 0.87	$ 0.88	$ 1.06	$ 0.99	$ 3.61	$ 3.79	$ 3.02

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Employee Benefit Plans

Employee Benefit Plans

13. Employee Benefit Plans

Employee Stock Purchase Plan

Our employees may participate in the DISH Network employee stock purchase plan (the “ESPP”), in which we are authorized to issue up to 6.8 million shares of Class A common stock. At December 31, 2022, we had 0.7 million shares of Class A common stock which remain available for issuance under the ESPP. Substantially all full-time employees who have been employed by us for at least one calendar quarter are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. Under the terms of the ESPP, employees may not deduct an amount which would permit such employee to purchase our capital stock under all of our stock purchase plans at a rate which would exceed $25,000 in fair value of capital stock in any one year. The purchase price of the stock is 85% of the closing price of the Class A common stock on the last business day of each calendar quarter in which such shares of Class A common stock are deemed sold to an employee under the ESPP. During the years ended December 31, 2022, 2021 and 2020, employee purchases of Class A common stock through the ESPP totaled approximately 1.2 million, 0.6 million and 0.8 million shares, respectively.

401(k) Employee Savings Plan

We sponsor a 401(k) Employee Savings Plan (the “401(k) Plan”) for eligible employees. Voluntary employee contributions to the 401(k) Plan may be matched 50% by us, subject to a maximum annual contribution of $2,500 per employee. Forfeitures of unvested participant balances which are retained by the 401(k) Plan may be used to fund matching and discretionary contributions. Our Board of Directors may also authorize an annual discretionary contribution to the 401(k) plan, subject to the maximum deductible limit provided by the Internal Revenue Code of 1986, as amended. These contributions may be made in cash or in our stock.

The following table summarizes the expense associated with our matching contributions and discretionary contributions:


	For the Years Ended December 31,
Expense Recognized Related to the 401(k) Plan	2022		2021		2020

	(In thousands)
Matching contributions, net of forfeitures	$	12,800	$	8,912	$	11,549
Discretionary stock contributions, net of forfeitures	$	14,564	$	26,383	$	29,784

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
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-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
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-Paragraph 2
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Data (Unaudited)

Schedule of quarterly results of operations


	For the Three Months Ended
	March 31		June 30		September 30		December 31

	(In thousands, except per share data)
Year ended December 31, 2022:
Total revenue	$	4,330,620	$	4,209,963	$	4,095,451	$	4,043,373
Operating income (loss)		550,360		692,935		427,029		375,342
Net income (loss)		448,846		540,007		429,585		954,469
Net income (loss) attributable to DISH Network		432,651		522,832		412,230		935,520

Basic net income (loss) per share attributable to DISH Network	$	0.82	$	0.99	$	0.78	$	1.76

Diluted net income (loss) per share attributable to DISH Network	$	0.68	$	0.82	$	0.65	$	1.47

Year ended December 31, 2021:
Total revenue	$	4,497,853	$	4,486,960	$	4,449,635	$	4,446,658
Operating income (loss)		864,576		906,738		717,705		714,016
Net income (loss)		641,563		681,451		567,520		565,412
Net income (loss) attributable to DISH Network		630,224		671,047		557,042		552,329

Basic net income (loss) per share attributable to DISH Network	$	1.20	$	1.27	$	1.05	$	1.04

Diluted net income (loss) per share attributable to DISH Network	$	0.99	$	1.06	$	0.88	$	0.87

Employee Benefit Plans (Details) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Stock Purchase Plan
Employer matching contribution as a percentage of voluntary employee contributions under 401(k) plan	50.00%
Employer maximum annual contribution per employee under 401(k) plan	$ 2,500
Expense recognized related to 401(k) plan
Matching contributions, net of forfeitures	12,800,000	$ 8,912,000	$ 11,549,000
Discretionary stock contributions, net of forfeitures	$ 14,564,000	$ 26,383,000	$ 29,784,000
Employee Stock Purchase Plan
Employee Stock Purchase Plan
Minimum number of calendar quarters to be employed for full-time employees to be eligible to participate in the ESPP	3 months
Maximum fair value of capital stock permitted to be purchased by employees in any one year under ESPP	$ 25,000
Employee Stock Purchase Plan \| Class A common stock
Employee Stock Purchase Plan
Number of shares authorized to be issued under Employee Stock Purchase Plan (ESPP)	6.8
Purchase price as percentage of closing market price on the last business day of each calendar quarter under ESPP	85.00%
Number of shares of common stock purchased under ESPP	1.2	0.6	0.8
Employee Stock Purchase Plan \| Class A common stock \| Maximum
Employee Stock Purchase Plan
Shares of common stock available for future grant under stock incentive plans	0.7

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Redeemable Noncontrolling Interests

Northstar Wireless

SNR Wireless

Use of Estimates

Cash and Cash Equivalents

Marketable Investment Securities

Trade Accounts Receivable

General Accounts Receivable

BoostUP! Receivable

Inventory

Property and Equipment

Asset Retirement Obligation

Derivative Instruments

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

DBS Satellites

AWS-4 Satellites

Narrowband IoT Network

Impairment of long-lived assets recorded during the year ended December 31, 2020 consisted of the following:


	For the Year Ended
	December 31, 2020
	(In thousands)
T1 satellite	$	48,120
D1 satellite		55,000
Construction in progress related to narrowband IoT deployment		226,742
Operating lease assets related to narrowband IoT deployment		26,556
Impairment of long-lived assets	$	356,418

Finite-Lived Intangible Assets

Indefinite-Lived Intangible Assets and Goodwill

●

FCC licenses are a non-depleting asset;

●

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

●

replacement DBS satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

●

maintenance expenditures to obtain future cash flows are not significant;

●

FCC licenses are not technologically dependent; and

●

we intend to use these assets indefinitely.

DBS Licenses

Wireless Spectrum Licenses

Our spectrum holdings include low-band, lower mid-band, upper mid-band (collectively referred to as “Low-Mid Band Licenses”) and high-band licenses.

Changes in circumstances or market conditions could result in a write-down of any of the above Wireless spectrum licenses in the future.

Goodwill

Capitalized Interest

Business Combinations

Long-Term Deferred Revenue and Other Long-Term Liabilities

Sales Taxes

Income Taxes

Fair Value Measurements

●

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

●

Convertible Long-Term Debt

Deferred Debt Issuance Costs and Debt Discounts

Revenue Recognition

Pay-TV Segment

Wireless Segment

Contract Balances

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

Leases

Cost of Services

Cost of Sales - Equipment and Other

Cost of Sales – Equipment and Other

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 consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Total revenue	$ 16,679,407	$ 17,881,106	$ 15,493,435
Costs and Expenses (exclusive of depreciation):
Cost of services	9,558,884	10,185,942	9,094,007
Cost of sales - equipment and other	1,812,191	1,552,341	939,721
Selling, general and administrative expenses	2,545,593	2,214,936	1,806,122
Impairment of long-lived assets (Note 2)			356,418
Depreciation and amortization	717,073	724,852	714,552
Total costs and expenses	14,633,741	14,678,071	12,910,820
Operating income (loss)	2,045,666	3,203,035	2,582,615
Other Income (Expense):
Interest income	42,776	11,338	22,734
Interest expense, net of amounts capitalized	(22,781)	(16,174)	(12,974)
Other, net	1,038,982	20,557	(20,164)
Total other income (expense)	1,058,977	15,721	(10,404)
Income (loss) before income taxes	3,104,643	3,218,756	2,572,211
Income tax (provision) benefit, net	(731,736)	(762,810)	(698,275)
Net income (loss)	2,372,907	2,455,946	1,873,936
Less: Net income (loss) attributable to noncontrolling interests, net of tax	69,674	45,304	111,263
Net income (loss) attributable to DISH Network	$ 2,303,233	$ 2,410,642	$ 1,762,673
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	530,114	527,844	524,761
Diluted (in shares)	637,290	636,063	584,360
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network (in dollars per share)	$ 4.34	$ 4.57	$ 3.36
Diluted net income (loss) per share attributable to DISH Network (in dollars per share)	$ 3.61	$ 3.79	$ 3.02
Comprehensive Income (Loss):
Net income (loss)	$ 2,372,907	$ 2,455,946	$ 1,873,936
Other comprehensive income (loss):
Foreign currency translation adjustments	(4,160)	1,787	(827)
Unrealized holding gains (losses) on available-for-sale debt securities	191	(208)	(29)
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(7)	(13)	(62)
Deferred income tax (expense) benefit, net	666	(430)	81
Total other comprehensive income (loss), net of tax	(3,310)	1,136	(837)
Comprehensive income (loss)	2,369,597	2,457,082	1,873,099
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax	69,674	45,304	111,263
Comprehensive income (loss) attributable to DISH Network	2,299,923	2,411,778	1,761,836
Service revenue
Revenue:
Total revenue	16,005,620	16,890,729	14,846,024
Equipment sales and other revenue
Revenue:
Total revenue	$ 673,787	$ 990,377	$ 647,411

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating cash flows from operating leases	$ 163,320	$ 72,479	$ 72,352
Operating cash flows from finance leases	11,053	12,868	21,007
Financing cash flows from finance leases	42,617	62,679	65,979
Operating leases	1,398,050	$ 1,467,983	$ 47,225
Finance leases	$ 66,312

Basic and Diluted Net Income (Loss) Per Share - Narratives (Details) - shares shares in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 21, 2020	Mar. 17, 2017	Aug. 08, 2016
Interest rate (as a percent)	0.25%
3 3/8% Convertible Notes due 2026.
Interest rate (as a percent)						3.375%
2 3/8% Convertible Notes due 2024
Interest rate (as a percent)	2.375%				2.375%
0% Convertible Notes Due 2025
Interest rate (as a percent)		0.00%		0.00%
Convertible Common Stock [Member] \| 0% Convertible Notes Due 2025
Common stock, shares issued			48.8

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting

Schedule of assets, revenue, and operating income by segment


	As of December 31,
	2022		2021

	(In thousands)
Total assets:
Pay-TV	$	46,295,495	$	43,799,761
Wireless (1)		46,261,004		33,310,090
Eliminations (1)		(39,949,937)		(29,108,126)
Total assets	$	52,606,562	$	48,001,725

(1)	The increase primarily resulted from intercompany advances to purchase the 3.45–3.55 GHz band licenses and for capital expenditures related to our 5G Network Deployment. See Note 10 for further information.


					All
					Other &		Consolidated
	Pay-TV		Wireless		Eliminations		Total

	(In thousands)
Year Ended December 31, 2022
Total revenue	$	12,505,392	$	4,180,018	$	(6,003)	$	16,679,407
Depreciation and amortization		428,472		288,601		—		717,073
Operating income (loss)		2,933,898		(888,232)		—		2,045,666
Interest income		1,872,645		5		(1,829,874)		42,776
Interest expense, net of amounts capitalized		(1,036,829)		(815,826)		1,829,874		(22,781)
Other, net		1,264		1,037,718		—		1,038,982
Income tax (provision) benefit, net		(911,955)		180,219		—		(731,736)
Net income (loss)		2,859,023		(486,116)		—		2,372,907

Year Ended December 31, 2021
Total revenue	$	12,928,707	$	4,957,272	$	(4,873)	$	17,881,106
Depreciation and amortization		538,836		186,016		—		724,852
Operating income (loss)		3,075,580		127,455		—		3,203,035
Interest income		1,346,502		6		(1,335,170)		11,338
Interest expense, net of amounts capitalized		(819,510)		(531,834)		1,335,170		(16,174)
Other, net		(2,917)		23,474		—		20,557
Income tax (provision) benefit, net		(853,362)		90,552		—		(762,810)
Net income (loss)		2,746,293		(290,347)		—		2,455,946

Year Ended December 31, 2020
Total revenue	$	12,897,413	$	2,599,842	$	(3,820)	$	15,493,435
Depreciation and amortization		613,926		100,626		—		714,552
Operating income (loss) (1)		2,903,183		(320,568)		—		2,582,615
Interest income		1,676,953		4		(1,654,223)		22,734
Interest expense, net of amounts capitalized		(922,876)		(744,321)		1,654,223		(12,974)
Other, net		2,020		(22,184)		—		(20,164)
Income tax (provision) benefit, net		(836,296)		138,021		—		(698,275)
Net income (loss)		2,822,984		(949,048)		—		1,873,936

(1)	The year ended December 31, 2020 was negatively impacted by an “Impairment of long-lived assets” of $356 million. See Note 2 for further information.

Schedule of long-lived assets by segment


	Pay-TV		Wireless		Total

	(In thousands)
Year Ended December 31, 2022
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	131,093	$	3,580,518	$	3,711,611

Year Ended December 31, 2021
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	173,485	$	1,790,042	$	1,963,527

Year Ended December 31, 2020
Purchases of property and equipment (including capitalized interest related to FCC authorizations)	$	317,196	$	875,310	$	1,192,506

Schedule of revenue by geographical region



	For the Years Ended December 31,
Revenue:	2022		2021		2020

	(In thousands)
United States	$	16,639,627	$	17,821,876	$	15,442,371
Canada and Mexico		39,780		59,230		51,064
Total revenue	$	16,679,407	$	17,881,106	$	15,493,435

Revenue from external customers disaggregated by major revenue source



	For the Years Ended December 31,
Category:	2022		2021		2020

	(In thousands)
Pay-TV subscriber and related revenue	$	12,351,918	$	12,748,334	$	12,702,345
Wireless services and related revenue		3,653,909		4,142,883		2,143,703
Pay-TV equipment sales and other revenue		153,474		180,373		195,068
Wireless equipment sales and other revenue		526,109		814,389		456,139
Eliminations		(6,003)		(4,873)		(3,820)
Total	$	16,679,407	$	17,881,106	$	15,493,435

Other Comprehensive Income (Loss) - Other comprehensive income (loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other comprehensive income (loss), before tax amount
Other comprehensive income (loss), before tax amount	$ (3,976)	$ 1,566	$ (918)
Other comprehensive income (loss), tax (expense) benefit
Other comprehensive income (loss), tax (expense) benefit	666	(430)	81
Other comprehensive income (loss):
Total other comprehensive income (loss), net of tax	(3,310)	1,136	(837)
Foreign Currency Translation Adjustment
Other comprehensive income (loss), before tax amount
Other comprehensive income (loss), before reclassifications, before tax	(4,160)	1,787	(827)
Other comprehensive income (loss), tax (expense) benefit
Other comprehensive income (loss), before reclassifications, tax (expense) benefit	710	(482)	61
Other comprehensive income (loss):
Other comprehensive income (loss), before reclassifications, net of tax	(3,450)	1,305	(766)
Unrealized/Recognized Gains (Losses)
Other comprehensive income (loss), before tax amount
Other comprehensive income (loss), before reclassifications, before tax	191	(208)	(29)
Amounts reclassified from accumulated other comprehensive income (loss), before tax	(7)	(13)	(62)
Other comprehensive income (loss), tax (expense) benefit
Other comprehensive income (loss), before reclassifications, tax (expense) benefit	(46)	49	7
Amounts reclassified from accumulated other comprehensive income (loss), tax (expense) benefit	2	3	13
Other comprehensive income (loss):
Other comprehensive income (loss), before reclassifications, net of tax	(145)	159	(22)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	$ (5)	$ (10)	$ (49)