0001558370-23-004048 | 10-K | XBRL Viewer

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022


	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 related party transaction



	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Sales:
Uplink services	$	2,709	$	4,025	$	5,095

			As of December 31,
			2022		2021

			(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico			$	583	$	941

Supplemental Data - Statements of Cash Flows

12 Months Ended

Dec. 31, 2022

Supplemental Data - Statements of Cash Flows

Supplemental Data - Statements of Cash Flows

3.Supplemental Data - Statements of Cash Flows

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


	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Cash paid for interest	$	899,382	$	636,934	$	632,506
Cash received for interest		20,967		4,263		3,548
Cash paid for income taxes		31,896		38,411		22,968
Cash paid for income taxes to DISH Network		489,819		562,268		473,793
Vendor financing		—		164		—

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

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Maturities of lease liabilities: Operating lease
2023	$ 66,536
2024	33,037
2025	18,509
2026	11,058
2027	6,814
Thereafter	23,408
Total lease payments	159,362
Less: Imputed interest	(24,017)
Total operating lease liabilities	135,345	$ 223,217
Less: Current portion	(60,203)	(139,492)
Long-term portion of lease obligations	75,142	83,725
Maturities of lease liabilities: Finance lease
2023	42,950
2024	32,146
Total lease payments	75,096
Less: Imputed interest	(5,890)
Total finance lease liabilities	69,206	109,164
Less: Current portion	(38,102)	(39,957)
Long-term portion of lease obligations	31,104	$ 69,207
Future minimum payments for total lease liabilities
2023	109,486
2024	65,183
2025	18,509
2026	11,058
2027	6,814
Thereafter	23,408
Total lease payments	234,458
Less: Imputed interest	(29,907)
Total	204,551
Less: Current portion	(98,305)
Long-term portion of lease obligations	$ 106,246

Stock-Based Compensation - Stock Options Outstanding And Exercisable Associated With Employees (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jul. 22, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
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)	11,050,334
Outstanding, Weighted-Average Remaining Contractual Life	8 years 2 months 23 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 25.45			$ 42.15
Number of stock options exercisable	2,455,940
Exercisable, Weighted-Average Remaining Contractual Life	8 years 9 months 18 days
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 21.58
Stock Options
Exercise prices for stock options outstanding and exercisable:
Number of stock options outstanding (in shares)			9,000,000
Outstanding, Weighted-Average Exercise Price (in dollars per share)		$ 20.00
Stock Options \| DISH Network Awards
Exercise prices for stock options outstanding and exercisable:
Number of stock options outstanding (in shares)	11,050,334			8,834,045	10,183,615	12,792,812
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 25.45			$ 42.15	$ 41.99	$ 41.52
Number of stock options exercisable	2,455,940			3,612,931	3,760,431
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 21.58			$ 41.64	$ 41.30
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)	8,896,986
Outstanding, Weighted-Average Remaining Contractual Life	9 years 5 months 23 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 19.90
Number of stock options exercisable	2,160,717
Exercisable, Weighted-Average Remaining Contractual Life	9 years 5 months 15 days
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 19.94
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)	102,131
Outstanding, Weighted-Average Remaining Contractual Life	5 years 9 months 10 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 26.36
Number of stock options exercisable	69,617
Exercisable, Weighted-Average Remaining Contractual Life	5 years 2 months 15 days
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 25.90
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)	834,715
Outstanding, Weighted-Average Remaining Contractual Life	1 year 10 months 24 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 36.05
Number of stock options exercisable	204,406
Exercisable, Weighted-Average Remaining Contractual Life	3 years 9 months 3 days
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 34.68
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)	70,376
Outstanding, Weighted-Average Remaining Contractual Life	3 years 2 months 26 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 47.16
Number of stock options exercisable	20,200
Exercisable, Weighted-Average Remaining Contractual Life	1 year 4 months 28 days
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 47.43
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)	855,626
Outstanding, Weighted-Average Remaining Contractual Life	3 years 10 months 6 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 57.79
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)	290,500
Outstanding, Weighted-Average Remaining Contractual Life	3 years 3 months 21 days
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 63.96
Number of stock options exercisable	1,000
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 63.90

Stock-Based Compensation - LTIP (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2022	Jul. 22, 2022	Dec. 31, 2019
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 40,732	$ 11,830	$ 30,671
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	11,050,334
Weighted-Average Exercise Price (in dollars per share)	$ 25.45	$ 42.15
Unrecognized compensation expense, weighted average period	4 years 4 months 24 days
Long-Term Performance Based Plans
LTIP Terms
Vested (in Shares)	0
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 18,604	$ (2,353)	16,155
2013 LTIP
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized		$ (10,550)	$ (741)
2019 LTIP
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement	89.00%	90.00%	95.00%
Percentage of awards vested	75.00%	69.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ (131)	$ 370	$ 12,526
Incentive Plan 2022
LTIP Terms
Vested (in Shares)	0
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement	100.00%
Percentage of stock awards vesting per year (as a percent)	33.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 15,024
Other Employee Performance Awards
LTIP Terms
Vested (in Shares)	0	0	0
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 3,711	$ 7,827	$ 4,370
Non-Performance Based Stock Awards
Outstanding awards pursuant to performance-based stock incentive plans
Unrecognized compensation expense	$ 39,000
DISH Network Awards
Share-based compensation additional disclosures
Percentage of stock awards vesting per year (as a percent)	20.00%
DISH Network Awards \| 2019 LTIP
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2022	$ 1,676
Estimated contingent expense subsequent to 2022	5,365
Total estimated remaining expense over the term of plan	7,041
DISH Network Awards \| Incentive Plan 2022
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2022	6,346
Estimated contingent expense subsequent to 2022	4,653
Total estimated remaining expense over the term of plan	10,999
DISH Network Awards \| Other Employee Performance Awards
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2022	2,068
Total estimated remaining expense over the term of plan	$ 2,068
Stock Options
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)					9,000,000
Weighted-Average Exercise Price (in dollars per share)				$ 20.00
Unrecognized compensation expense				$ 17,000
Stock Options \| 2013 LTIP
LTIP Terms
Cancelled (in shares)	550,000
Stock Options \| 2017 LTIP
LTIP Terms
Cancelled (in shares)	1,229,067
Stock Options \| DISH Network Awards
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	11,050,334	8,834,045	10,183,615			12,792,812
Weighted-Average Exercise Price (in dollars per share)	$ 25.45	$ 42.15	$ 41.99			$ 41.52
Stock Options \| DISH Network Awards \| Long-Term Performance Based Plans
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	3,810,483	3,021,629	4,096,749
Weighted-Average Exercise Price (in dollars per share)	$ 34.77	$ 45.35	$ 44.44
Stock Options \| DISH Network Awards \| 2013 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	550,000
Weighted-Average Exercise Price (in dollars per share)	$ 40.38
Stock Options \| DISH Network Awards \| 2017 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	1,229,067
Weighted-Average Exercise Price (in dollars per share)	$ 56.50
Stock Options \| DISH Network Awards \| 2019 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	803,043
Weighted-Average Exercise Price (in dollars per share)	$ 20.56
Stock Options \| DISH Network Awards \| Incentive Plan 2022
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	1,228,373
Weighted-Average Exercise Price (in dollars per share)	$ 19.80
Restricted Stock Units
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	1,100,000
Restricted Stock Units \| 2013 LTIP
LTIP Terms
Cancelled (in shares)	335,000
Restricted Stock Units \| DISH Network Awards
LTIP Terms
Vested (in Shares)	39,535	7,035	697,660
Cancelled (in shares)	130,360	467,021	686,250
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	1,100,000
Restricted Stock Units \| DISH Network Awards \| 2013 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	335,000
Restricted Stock Units \| DISH Network Awards \| Other Employee Performance Awards
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	609,800
Restricted Stock Units \| DISH Network Awards \| Held by DISH DBS employees
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	944,800
Subscriber-related
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 5,817	$ 4,170	$ 7,194
General and administrative
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 34,915	$ 7,660	$ 23,477

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 10, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	333-31929
Entity Registrant Name	DISH DBS Corporation
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-1328967
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
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		1,015
Auditor Name	KPMG LLP
Auditor Firm ID	185
Auditor Location	Denver, Colorado
Entity Central Index Key	0001042642
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

Property and Equipment and Intangible Assets

12 Months Ended

Dec. 31, 2022

Property and Equipment and Intangible Assets

Property and Equipment and Intangible Assets

6.Property and Equipment and Intangible Assets

Property and Equipment

Property and equipment consisted of the following:


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

		(In thousands)
Equipment leased to customers	2-5	$	1,309,737	$	1,518,880
EchoStar XV	15		277,658		277,658
EchoStar XVIII	15		411,255		411,255
Satellites acquired under finance lease agreements	15		174,685		398,107
Furniture, fixtures, equipment and other	2-20		1,054,619		1,047,966
Software	3-5		859,911		834,644
Buildings and improvements	5-40		295,375		292,840
Land	-		12,505		12,505
Construction in progress	-		35,326		37,339
Total property and equipment			4,431,071		4,831,194
Accumulated depreciation			(3,440,185)		(3,598,014)
Property and equipment, net		$	990,886	$	1,233,180

Depreciation and amortization expense consisted of the following:


	For the Years Ended December 31,
	2022		2021		2020

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

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

We currently utilize ten satellites in geostationary orbit approximately 22,300 miles above the equator, two of which we own and depreciate over their estimated useful life. We currently utilize certain capacity on five satellites that we lease from DISH Network and, one satellite that we lease from EchoStar, which are accounted for as operating leases, except for Nimiq 5 which is accounted for as a financing lease and is depreciated over its economic life. We also lease two satellites from third parties: the Ciel II satellite, which is accounted for as an operating lease and the Anik F3 satellite, which was accounted for as a finance lease until April 2022 and was fully depreciated. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease.

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


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

Leased from EchoStar:
EchoStar IX	August 2003	121	December 2022

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

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

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

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

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

Satellite Anomalies

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

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

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

Intangible Assets

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


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

	(In thousands)
Technology-based	$	58,162	$	(55,079)	$	58,162	$	(54,535)
Trademarks		18,251		(17,050)		18,251		(16,928)
Contract-based		4,500		(4,500)		4,500		(4,500)
Customer relationships		23,632		(23,632)		23,632		(23,632)
Total	$	104,545	$	(100,261)	$	104,545	$	(99,595)

These identifiable intangibles are included in “Other noncurrent assets, net” on our Consolidated Balance Sheets. Amortization of these intangible assets is recorded on a straight-line basis over an average finite useful life primarily ranging from approximately 13 to 20 years. Amortization was $1 million, $1 million and $3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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


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

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

FCC Authorizations

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


	As of December 31,
	2022		2021

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

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details)	12 Months Ended
	Dec. 31, 2022
Commercial Paper [Member]
Other investment securities:
Debt term of Maturity	365 days
Corporate securities
Other investment securities:
Debt term of Maturity	18 months

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

8.Long-Term Debt and Finance Lease Obligations

Fair Value of our Long-Term Debt

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


	As of December 31,
	2022				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
5 7/8% Senior Notes due 2024		2,000,000		1,870,940		2,000,000		2,060,180
7 3/4% Senior Notes due 2026		2,000,000		1,620,280		2,000,000		2,122,700
5 1/4% Senior Secured Notes due 2026 (3)		2,750,000		2,336,813		2,750,000		2,792,900
7 3/8% Senior Notes due 2028		1,000,000		708,320		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028 (3)		2,500,000		2,013,675		2,500,000		2,520,650
5 1/8% Senior Notes due 2029		1,500,000		976,755		1,500,000		1,365,645
Other notes payable		18,329		18,329		21,012		21,012
Subtotal		13,211,508	$	10,986,747		15,271,012	$	15,481,517
Unamortized deferred financing costs and debt discounts, net		(35,206)				(42,547)
Finance lease obligations (4)		69,206				109,164
Total long-term debt and finance lease obligations (including current portion)	$	13,245,508			$	15,337,629

(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 matured and was redeemed on March 15, 2023. Our 5 % Senior Notes due 2023 had been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022.

(3)

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

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

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

Unsecured Senior Notes

Our Senior Notes are:

●

general unsecured senior obligations of DISH DBS;

●

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

●

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

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

●

incur additional debt;

●

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

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

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

5% Senior Notes due 2023

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

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

5 7/8% Senior Notes due 2024

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

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

7 3/4% Senior Notes due 2026

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

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

7 3/8% Senior Notes due 2028

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

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

5 1/8% Senior Notes due 2029

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

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

Senior Secured Notes

Our Senior Secured Notes are:

●

general senior secured obligations of DISH DBS;

●

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

●

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

●

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

●

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

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

●

incur additional debt;

●

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

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

●

enter into transactions with affiliates;

●

merge or consolidate with another company; and

●

transfer or sell assets.

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

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

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

5 1/4% Senior Secured Notes due 2026

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 12-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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 12-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Interest on Long-Term Debt


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

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

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	$	69,206	$	109,164
Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0%		18,329		21,012
Total		87,535		130,176
Less: current portion		(40,922)		(42,641)
Other long-term debt and finance lease obligations, net of current portion	$	46,613	$	87,535

Finance Lease Obligations

Anik F3. Anik F3, an FSS satellite, was launched and commenced commercial operation in April 2007. This satellite is was previously accounted for as a finance lease and depreciated over the term of the satellite service agreement. We leased 100% of the 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, DISH Network entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the satellite service agreement for Nimiq 5 was transferred to DISH Network and we began leasing it from an indirect wholly-owned subsidiary of DISH Network. Nimiq 5 was launched in September 2009 and commenced commercial operation at the 72.7 degree west longitude orbital location during October 2009. This satellite is accounted for as a finance lease and depreciated over the term of the satellite service agreement which includes options to extend the lease that we are reasonably certain to exercise. We lease 100% of the capacity on Nimiq 5, and this lease expires in September 2023. See Note 17 for further information.

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

Future Liquidity

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

Related Party Transactions - DISH Network (Details) $ in Thousands				1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 11, 2022 USD ($)	Feb. 28, 2018 item	Dec. 21, 2012	May 31, 2017	Jul. 31, 2016	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) tranche	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2018	Dec. 31, 2009 item	Dec. 31, 2008 item	Nov. 26, 2021
Related Party Transaction [Line Items]
Depreciation and amortization							$ 354,361	$ 439,004	$ 504,638
Interest expense, net of amounts capitalized							871,530	683,803	682,506
Net book value of asset							4,284
Aggregate principal amount						$ 5,250,000	7,160,116	5,250,000
Advanced an additional amount	$ 1,500,000
Interest income							415,188
Interest receivable - DISH Network (Note 17)						31,840	$ 36,912	31,840
Sale of assets to DISH Network, net of deferred taxes								16,937
5 1/4% Senior Secured Notes due 2026
Related Party Transaction [Line Items]
Interest rate (as a percent)							5.25%						5.25%
Term of debt instrument							36 months
5 3/4% Senior Secured Notes due 2028
Related Party Transaction [Line Items]
Interest rate (as a percent)							5.75%						5.75%
Term of debt instrument							36 months
EchoStar XVI
Related Party Transaction [Line Items]
Agreement Renewal Option Term			5 years
Nimiq 5 Agreement
Related Party Transaction [Line Items]
Agreement Renewal Option Term							1 year
Depreciation and amortization									34,000
Interest expense, net of amounts capitalized							$ 8,000	12,000	15,000
TT&C Agreement
Related Party Transaction [Line Items]
Purchase of renewal of agreement		1 year
Office Space from DISH Network
Related Party Transaction [Line Items]
Expenses associated with services							11,000	8,000	$ 7,000
Santa Fe Lease Agreement
Related Party Transaction [Line Items]
Additional term of renewal option									1 year	1 year
Broadband, Wireless and Other Segments
Related Party Transaction [Line Items]
Expenses associated with services							116,000	91,000	$ 72,000
EchoStar \| EchoStar XVI
Related Party Transaction [Line Items]
Agreement term from commencement of service date			4 years
Agreement Renewal Option Term					1 year
Additional term of renewal option			5 years	5 years	1 year
EchoStar \| Telesat Transponder Agreement
Related Party Transaction [Line Items]
Agreement term with third party											15 years
Number of DBS transponders available to receive services \| item											32
EchoStar \| DISH Nimiq 5 Agreement
Related Party Transaction [Line Items]
Number of DBS transponders currently used \| item											32
Agreement term											10 years
EchoStar \| QuetzSat-1 Lease Agreement
Related Party Transaction [Line Items]
Agreement term with third party												10 years
Number of DBS transponders available to receive services \| item												32
Number of DBS transponders currently used \| item												24
EchoStar \| TT&C Agreement
Related Party Transaction [Line Items]
Number of automatic renewal period \| item		4
Notice period for termination of agreement		12 months
Dish Network
Related Party Transaction [Line Items]
Taxes and satellite capacity leased							179,000
Other accrued expenses and trade accounts payable							61,000
Satellite and transmission expenses							$ 194,000	219,000	$ 224,000
Percent of loan repayable							100.00%
Dish Network
Related Party Transaction [Line Items]
Term of debt instrument							2 years
Paid in kind Interest rate							0.75%
Number of tranches \| tranche							2
Aggregate principal amount						5,250,000	$ 7,160,000	5,250,000
Advanced an additional amount	$ 1,500,000
Fixed rate							0.25%
Interest income							$ 415,000	32,000
Interest receivable - DISH Network (Note 17)						32,000	$ 37,000	32,000
Sale of Assets						60,000		$ 60,000
Sale of assets to DISH Network, net of deferred taxes						$ 17,000
Dish Network \| 5 1/4% Senior Secured Notes due 2026
Related Party Transaction [Line Items]
Interest rate (as a percent)							5.25%
Dish Network \| 5 3/4% Senior Secured Notes due 2028
Related Party Transaction [Line Items]
Interest rate (as a percent)							5.75%
Dish Network \| Minimum
Related Party Transaction [Line Items]
Interest payment due							50.00%

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


	Payments due by period
	Total		2023		2024		2025		2026		2027		Thereafter

	(In thousands)
Long-term debt obligations	$	13,211,508	$	1,445,999	$	2,002,964	$	3,115	$	4,751,422	$	1,478	$	5,006,530
Interest expense on long-term debt		3,277,271		748,745		711,938		594,287		594,127		294,695		333,479
Finance lease obligations (1)		69,206		38,102		31,104		—		—		—		—
Interest expense on finance lease obligations (1)		5,890		4,848		1,042		—		—		—		—
Other long-term obligations (2)		5,146,361		2,464,960		1,290,955		740,519		524,843		125,084		—
Operating lease obligations (1)		159,362		66,536		33,037		18,509		11,058		6,814		23,408
Purchase obligations		1,445,805		1,423,389		11,736		6,369		4,311		—		—
Total	$	23,315,403	$	6,192,579	$	4,082,776	$	1,362,799	$	5,885,761	$	428,071	$	5,363,417

(1)

See Note 7 for further information on leases and the adoption of ASC 842.

(2)

Represents obligations for satellite related executory costs, telemetry, tracking and control (“TT&C”) services, short-term leases and certain expenses associated with DISH Network’s Wireless segment.

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ 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)
Total revenue	$ 3,075,468	$ 3,048,315	$ 3,121,014	$ 3,133,411	$ 3,211,167	$ 3,176,289	$ 3,211,488	$ 3,162,919	$ 12,378,208	$ 12,761,863	$ 12,727,629
Operating income (loss)	717,386	622,781	757,713	724,776	741,013	665,434	793,374	739,629	$ 2,822,656	$ 2,939,450	$ 2,761,932
Net income (loss)	$ 474,817	$ 408,337	$ 483,180	$ 444,411	$ 448,973	$ 386,629	$ 476,743	$ 424,527

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Commitments and Contingencies - Future maturities of other long term obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Commitment and Contingencies
2023	$ 6,192,579
2024	4,082,776
2025	1,362,799
2026	5,885,761
2026	428,071
Thereafter	5,363,417
Total	23,315,403
Long-term debt obligations
Commitment and Contingencies
2023	1,445,999
2024	2,002,964
2025	3,115
2026	4,751,422
2026	1,478
Thereafter	5,006,530
Total	13,211,508
Interest expense on long-term debt
Commitment and Contingencies
2023	748,745
2024	711,938
2025	594,287
2026	594,127
2026	294,695
Thereafter	333,479
Total	3,277,271
Finance lease obligations
Commitment and Contingencies
2023	38,102
2024	31,104
Total	69,206
Interest Expense [Member]
Commitment and Contingencies
2023	4,848
2024	1,042
Total	5,890
Other long-term obligations
Commitment and Contingencies
2023	2,464,960
2024	1,290,955
2025	740,519
2026	524,843
2026	125,084
Total	5,146,361
Operating lease obligations
Commitment and Contingencies
2023	66,536
2024	33,037
2025	18,509
2026	11,058
2026	6,814
Thereafter	23,408
Total	159,362
Purchase obligations
Commitment and Contingencies
2023	1,423,389
2024	11,736
2025	6,369
2026	4,311
Total	$ 1,445,805

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

Pay-TV

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.

Financial Information for Subsidiary Guarantors

12 Months Ended

Dec. 31, 2022

Financial Information for Subsidiary Guarantors

Financial Information for Subsidiary Guarantors

13.Financial Information for Subsidiary Guarantors

Our registered senior notes are fully and unconditionally guaranteed, jointly and severally on a senior unsecured basis by certain of our wholly-owned subsidiaries (the “Guarantors”).

Our 7 3/8% Senior Notes due 2028 and 5 1/8% Senior Notes due 2029 are guaranteed by our current principal operating subsidiaries. Our 5% Senior Notes due 2023, 5 7/8% Senior Notes due 2024 and 7 3/4% Senior Notes due 2026 are guaranteed by our current principal operating subsidiaries other than Sling TV Holding L.L.C. (“Sling TV Holding”). However, Sling TV Holding, including all of its assets and operations, is a wholly-owned subsidiary of DISH Network L.L.C., which is a Guarantor on all of our outstanding registered senior notes. Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee any of our registered senior notes. These Unrestricted Subsidiaries are non-operating entities that hold minimal or no assets.

We and our subsidiaries participate with our parent company, DISH Network, in a centralized system for the management of our cash and marketable investment securities. Please see Note 3 for further information.

The assets, liabilities and results of operations of the combined issuer and Guarantors (excluding Unrestricted Subsidiaries) of the guaranteed securities are not materially different than corresponding amounts presented in the consolidated financial statements of the parent company issuer. Therefore, summarized financial information of the issuer and the Guarantors is not required.

The below descriptions apply to all of our existing registered senior notes. There are no material differences between our registered senior notes guaranteed by all of our current principal operating subsidiaries and our registered senior notes guaranteed by our current principal operating subsidiaries other than Sling TV Holding, a wholly-owned subsidiary of DISH Network L.L.C., which is a Guarantor on all of our outstanding registered senior notes.

The guarantee of a Guarantor will be deemed automatically discharged and released in accordance with the terms of the applicable indenture: (i) in connection with any direct or indirect sale, conveyance or other disposition of all of the capital stock or all or substantially all of the assets of that Guarantor (including by way of merger or consolidation), if such sale or disposition is made in compliance with the applicable provisions of the indenture; (ii) if such Guarantor is dissolved or liquidated in accordance with the provisions of the indenture; (iii) if we designate any such Guarantor as an “Unrestricted Subsidiary” in compliance with the terms of the indenture; or (iv) with respect to a Guarantor which constitutes a Non-Core Asset (as such term is defined in the applicable indenture), upon the sale or other disposition of certain equity interests of such Guarantor, if such sale or disposition is made in compliance with the applicable provisions of the indenture. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the Guarantors, except those imposed by applicable law.

The rights of holders of the registered senior notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law. Under certain circumstances (including a finding that a Guarantor was insolvent at the time its guarantee of the registered senior notes was issued), a court could hold that the obligations of a Guarantor under a guarantee may be voided or are subordinate to other obligations of the Guarantor. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Allowance for credit losses	$ 40,642	$ 32,861
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares issued	1,015	1,015
Common stock, shares outstanding	1,015	1,015

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Gains And Losses On Sales And Changes In Carrying Amounts Of Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities
Costs related to early redemption of debt	$ (922)	$ (3,587)
Equity in earnings (losses) of affiliates	4,112	2,520	$ 653
Other	1,276	247	1,033
Total	$ 4,466	$ (820)	$ 1,686

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Schedule of exercise prices for stock options outstanding and exercisable associated with employees


					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	8,896,986	9.48	$	19.90	2,160,717	9.46	$	19.94
$	20.01	-	$	30.00	102,131	5.78	$	26.36	69,617	5.21	$	25.90
$	30.01	-	$	40.00	834,715	1.90	$	36.05	204,406	3.76	$	34.68
$	40.01	-	$	50.00	70,376	3.24	$	47.16	20,200	1.41	$	47.43
$	50.01	-	$	60.00	855,626	3.85	$	57.79	—	—	$	—
$	60.01	-	$	70.00	290,500	3.31	$	63.96	1,000	—	$	63.90
$	10.01	-	$	70.00	11,050,334	8.23	$	25.45	2,455,940	8.80	$	21.58

Schedule of stock option activity associated with employees


	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)	8,834,045	$	42.15	10,183,615	$	41.99	12,792,812	$	41.52
Granted (2)	12,718,689	$	23.48	956,500	$	40.55	1,112,500	$	31.21
Exercised	(16,600)	$	27.72	(667,179)	$	33.87	(109,195)	$	28.53
Forfeited, cancelled and transferred (2)(3)	(10,485,800)	$	37.13	(1,638,891)	$	43.59	(3,612,502)	$	37.41
Total options outstanding, end of period	11,050,334	$	25.45	8,834,045	$	42.15	10,183,615	$	41.99
Performance-based options outstanding, end of period (4)	3,810,483	$	34.77	3,021,629	$	45.35	4,096,749	$	44.44
Exercisable at end of period	2,455,940	$	21.58	3,612,931	$	41.64	3,760,431	$	41.30

(1)	The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $42.15 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021.

(2)	Includes approximately 9 million stock options granted and cancelled in connection with the Exchange Offer.

(3)	Certain of these stock options include options that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS.

(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 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	$	206	$	3,815	$	3,361

Schedule of aggregate intrinsic value of stock options associated with employees


	As of December 31, 2022
	Options		Options
	Outstanding		Exercisable

	(In thousands)
Aggregate intrinsic value	$	11	$	1

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	1,130,066	$	35.26	1,550,245	$	34.70	1,463,650	$	50.82
Granted	120,187	$	29.67	53,877	$	42.40	1,470,505	$	32.92
Vested (1)	(39,535)	$	28.92	(7,035)	$	60.76	(697,660)	$	63.81
Forfeited, cancelled and transferred (2)	(130,360)	$	31.41	(467,021)	$	33.84	(686,250)	$	35.14
Total restricted stock units/awards outstanding, end of period	1,080,358	$	35.33	1,130,066	$	35.26	1,550,245	$	34.70
Restricted Performance Units/Awards outstanding, end of period (3)	944,800	$	35.37	1,078,425	$	34.91	1,543,750	$	34.58

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

(2)	Certain of these restricted stock units/awards include restricted stock units/awards that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS.

(3)	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	$	15,024	$	—	$	—
2019 LTIP		(131)		370		12,526
2013 LTIP		—		(10,550)		(741)
Other employee performance awards		3,711		7,827		4,370
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	18,604	$	(2,353)	$	16,155

(1)

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

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


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

	(In thousands)
Expense estimated to be recognized during 2023	$	6,346	$	1,676	$	2,068
Estimated contingent expense in or subsequent to 2023		4,653		5,365		—
Total estimated remaining expense over the term of the plan	$	10,999	$	7,041	$	2,068

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	1,228,373	$	19.80
2019 LTIP	803,043	$	20.56
2017 LTIP	1,229,067	$	56.50
2013 LTIP (1)	550,000	$	40.38
Total	3,810,483	$	34.77

Restricted Performance Units/Awards
2013 LTIP	335,000
Other employee performance awards	609,800
Total	944,800

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	$	5,817	$	4,170	$	7,194
Selling, general and administrative		34,915		7,660		23,477
Total non-cash, stock based compensation	$	40,732	$	11,830	$	30,671

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

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	$	899,382	$	636,934	$	632,506
Cash received for interest		20,967		4,263		3,548
Cash paid for income taxes		31,896		38,411		22,968
Cash paid for income taxes to DISH Network		489,819		562,268		473,793
Vendor financing		—		164		—

Employee Benefit Plans (Details) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Expense recognized related to 401(k) plan
Matching contributions, net of forfeitures	$ 10,150,000	$ 7,525,000	$ 11,549,000
Discretionary stock contributions, net of forfeitures	$ 11,150,000	$ 24,347,000	$ 29,784,000
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
Employee Stock Purchase Plan
Expense recognized related to 401(k) 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
Expense recognized related to 401(k) plan
Number of shares authorized to be issued under Employee Stock Purchase Plan (ESPP)	6.8
Shares of common stock available for future grant under stock incentive plans	0.7
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

Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease assets	$ 130,454	$ 220,089
Other current liabilities	$ 60,203	$ 139,492
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 75,142	$ 83,725
Total operating lease liabilities	$ 135,345	$ 223,217
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Operating lease liabilities, Other Accrued Liabilities, Current	Operating lease liabilities, Other Accrued Liabilities, Current
Property and equipment, gross	$ 4,431,071	$ 4,831,194
Accumulated depreciation	(3,440,185)	(3,598,014)
Property and equipment, net	990,886	1,233,180
Other current liabilities	$ 38,102	$ 39,957
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	$ 31,104	$ 69,207
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term Debt, Excluding Current Maturities	Long-term Debt, Excluding Current Maturities
Total finance lease liabilities	$ 69,206	$ 109,164
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Contract with Customer, Liability, Noncurrent and Other Long Term Liabilities	Contract with Customer, Liability, Noncurrent and Other Long Term Liabilities
Weighted Average Remaining Lease Term: Operating leases	3 years 8 months 12 days	3 years
Weighted Average Remaining Lease Term: Finance leases	1 year 9 months 18 days	2 years 7 months 6 days
Weighted Average Discount Rate: Operating leases	7.20%	8.20%
Weighted Average Discount Rate: Finance leases	10.00%	9.90%
Property and equipment [Member]
Leases
Property and equipment, gross	$ 175,704	$ 399,126
Accumulated depreciation	(115,469)	(300,569)
Property and equipment, net	$ 60,235	$ 98,557

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	$ 138,318	$ 213,135	$ 247,413
Operating cash flows from finance leases	6,733	13,002	17,595
Financing cash flows from finance leases	31,030	51,608	49,231
Right-of-use assets obtained in exchange for lease obligations, operating leases	$ 74,317	$ 22,780	$ 37,899

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
Sale of assets to DISH Network, net of deferred taxes	$ 2,292

Property and Equipment and Intangible Assets - Estimated future amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated future amortization of identifiable intangible assets
2023	$ 654
2024	654
2025	654
2026	654
2027	654
Thereafter	1,014
Total	4,284
Other noncurrent assets, net
Estimated future amortization of identifiable intangible assets
Goodwill	$ 6,000	$ 6,000

Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental Data - Statements of Cash Flows
Cash paid for interest	$ 899,382	$ 636,934	$ 632,506
Cash received for interest	20,967	4,263	3,548
Cash paid for income taxes	31,896	38,411	22,968
Cash paid for income taxes to DISH Network	$ 489,819	562,268	$ 473,793
Vendor financing		$ 164

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

12.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	$	13,211,508	$	1,445,999	$	2,002,964	$	3,115	$	4,751,422	$	1,478	$	5,006,530
Interest expense on long-term debt		3,277,271		748,745		711,938		594,287		594,127		294,695		333,479
Finance lease obligations (1)		69,206		38,102		31,104		—		—		—		—
Interest expense on finance lease obligations (1)		5,890		4,848		1,042		—		—		—		—
Other long-term obligations (2)		5,146,361		2,464,960		1,290,955		740,519		524,843		125,084		—
Operating lease obligations (1)		159,362		66,536		33,037		18,509		11,058		6,814		23,408
Purchase obligations		1,445,805		1,423,389		11,736		6,369		4,311		—		—
Total	$	23,315,403	$	6,192,579	$	4,082,776	$	1,362,799	$	5,885,761	$	428,071	$	5,363,417

(1)

See Note 7 for further information on leases and the adoption of ASC 842.

(2)

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

The table above does not include $204 million of liabilities associated with unrecognized tax benefits that were accrued, as discussed in Note 9, 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 includes certain obligations incurred by us on behalf of DISH Network’s Wireless segment. These obligations will be either paid directly by DISH Network or settled monthly as part of our centralized cash management system with our parent, DISH Network. See Note 3 for further information.

Agreements in Connection with DISH Network’s Asset Purchase Agreement

On July 1, 2020, DISH Network completed the Boost Mobile Acquisition. In connection with the closing of the Boost Mobile Acquisition, DISH Network and T-Mobile entered into the Spectrum Purchase Agreement (as defined in DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2021) for approximately $3.59 billion. If DISH Network elects to not exercise the option to purchase the 800 MHz licenses pursuant to the Spectrum Purchase Agreement or it expires, DISH Network is 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.

DISH Network’s 5G Network Deployment

DISH Network has invested a total of over $30 billion in wireless spectrum licenses, which includes over $10 billion in noncontrolling investments in certain entities, as described further below.

DISH Network Spectrum

DISH Network has directly invested approximately $20 billion to acquire certain wireless spectrum licenses. DISH Network’s wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. DISH Network plans to commercialize its wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (the “5G Network Deployment”). DISH Network currently expects capital expenditures, excluding capitalized interest, for its 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021 and 2022. DISH Network may need to make significant additional investments or partner with others to, among other things, complete its 5G Network Deployment and further commercialize, build-out, and integrate these licenses and related assets, and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly.

In addition, as DISH Network completes its 5G Network Deployment, DISH Network has 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. DISH Network may also determine that additional wireless spectrum licenses may be required to complete its 5G Network Deployment and to compete effectively with other wireless service providers.

In connection with the development of DISH Network’s wireless business, including, without limitation, the efforts described above, we have made cash distributions and the Intercompany Loan to partially finance these efforts to date and may make additional cash distributions or loans to finance, in whole or in part, DISH Network’s future efforts. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these wireless spectrum licenses or that DISH Network will be able to profitably deploy the assets represented by these wireless spectrum licenses.

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

During 2015, through its wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”) and American AWS-3 Wireless III L.L.C. (“American III”), DISH Network initially made over $10 billion in certain noncontrolling investments in Northstar Spectrum, LLC (“Northstar Spectrum”), the parent company of Northstar Wireless, LLC (“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 (the “Northstar Licenses”) and to SNR Wireless (the “SNR Licenses”), respectively. 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 DISH Network, 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 payments related to the re-auction of AWS-3 licenses retained by the FCC. Depending upon the nature and scope of such commercialization, build-out, integration efforts, regulatory compliance, and potential re-auction payments, any such loans, equity contributions or partnerships could vary significantly.

For further information regarding the potential re-auction of AWS-3 licenses retained by the FCC, see Note 15 “Commitments and Contingencies – Commitments – DISH Network Noncontrolling Investments in the Northstar Entities

and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses” in the Notes to DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022.

We have made and may make additional cash distributions and loans to DISH Network so that DISH Network may fund the Northstar Entities and the SNR Entities related to DISH Network’s noncontrolling investments in these entities. There can be no assurance that DISH Network will be able to obtain a profitable return on its noncontrolling investments in the Northstar Entities and the SNR Entities.

We may need to raise significant additional capital in the future, which may not be available on favorable terms, to among other things, continue investing in our business and to pursue acquisitions and other strategic transactions.

See Note 15 “Commitments and Contingencies – Wireless – 5G Network Deployment” in the Notes to DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022 for further information.

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 DISH Network’s purchase obligations for certain wireless devices related to its 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. The purchase obligations incurred by us on behalf of DISH Network’s Wireless segment will be either paid directly by DISH Network or settled monthly as part of our centralized cash management system with our parent, DISH Network.

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, DISH Network completed the distribution of its 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, DISH Network 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 DISH Network 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 DISH Network’s acts or omissions following the Spin-off.

On February 28, 2017, DISH Network and EchoStar and certain of their 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 DISH Network. On September 10, 2019, DISH Network and EchoStar and certain of their 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 DISH Network. The Share Exchange Agreement and the Master Transaction Agreement contain additional indemnification provisions between DISH Network 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 DISH Network, 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 three asserted claims: one under the 799 patent and two under the 970 patent. Following a two-week trial, on March 10, 2023, the jury returned a verdict that DISH Network L.L.C. and DISH Technologies L.L.C. infringed each of the asserted patent claims, and awarded damages of $469 million. The jury did not find that the infringement was willful. The trial court has not yet ruled on DISH Network L.L.C.’s and DISH Technologies L.L.C.’s motion for judgment as a matter of law.

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 DISH Network and our wholly-owned subsidiary 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 DISH Network 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 DISH Network 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. Entropic has asserted the same patents in the same court against Comcast and Cox.

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 DISH Network, DISH Network’s Board of Directors, and DISH Network’s 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.

DISH Network intends to vigorously defend this case. DISH Network 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 DISH Network; 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 DISH Network, 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 DISH Network, 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 DISH Network, 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 DISH Network nor any of its 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 DISH Network 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 DISH Network, 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 DISH Network’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 DISH Network’s compliance with telemarketing laws, the Director Defendants exposed DISH Network to liability for telemarketing violations, including those in the Krakauer Action. It also contends that the Director Defendants caused DISH Network to pay improper compensation and benefits to themselves and others who allegedly breached their fiduciary duties to DISH Network. 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 DISH Network, 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.

DISH Network’s 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, DISH Network and our wholly-owned subsidiary 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 Telephone Company (“Vermont National”) filed against DISH Network; DISH Network’s 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 DISH Network’s Board of Directors); Northstar Wireless; Northstar Spectrum; Northstar Manager, LLC; SNR Wireless; SNR HoldCo; SNR Wireless Management, LLC; 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 Note 15 “Commitments and Contingencies – Commitments – DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses” in the Notes to DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022 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.

DISH Network intends to vigorously defend this case. DISH Network 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.

Disaggregation of Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue

Revenue by geographic region



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

	(In thousands)
United States	$	12,338,428	$	12,728,869	$	12,692,940
Canada and Mexico		39,780		32,994		34,689
Total revenue	$	12,378,208	$	12,761,863	$	12,727,629

Schedule of disaggregation of revenue



	For the Years Ended December 31,
Category:	2022		2021		2020
				(In thousands)
Pay-TV subscriber and related revenue	$	12,273,150	$	12,649,285	$	12,576,470
Equipment sales and other revenue		105,058		112,578		151,159
Total	$	12,378,208	$	12,761,863	$	12,727,629

Property and Equipment and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets
Intangible Assets	$ 104,545	$ 104,545
Accumulated Amortization	(100,261)	(99,595)
Amortization expenses	$ 1,000	1,000	$ 3,000
Minimum
Intangible Assets
Useful life	13 years
Maximum
Intangible Assets
Useful life	20 years
Technology-based
Intangible Assets
Intangible Assets	$ 58,162	58,162
Accumulated Amortization	(55,079)	(54,535)
Trademarks
Intangible Assets
Intangible Assets	18,251	18,251
Accumulated Amortization	(17,050)	(16,928)
Contract-based
Intangible Assets
Intangible Assets	4,500	4,500
Accumulated Amortization	(4,500)	(4,500)
Customer relationships
Intangible Assets
Intangible Assets	23,632	23,632
Accumulated Amortization	$ (23,632)	$ (23,632)

Related Party Transactions - NagraStar and Dish Mexico (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2017
NagraStar
Related Party Transaction [Line Items]
Interest on equity method investment	50.00%			50.00%
Dish Mexico
Related Party Transaction [Line Items]
Interest on equity method investment	49.00%
NagraStar
Related Party Transaction [Line Items]
Purchases from NagraStar	$ 43,416	$ 45,944	$ 53,902
Amounts payable to NagraStar	7,422	11,988
Commitments to NagraStar	3,272	5,630
Dish Mexico
Related Party Transaction [Line Items]
Amounts receivable	583	941
Dish Mexico \| Uplink services
Related Party Transaction [Line Items]
Sales	$ 2,709	$ 4,025	$ 5,095

Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
Contract Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at Beginning of Period	$ 32,861	$ 43,233	$ 19,280
Current Period Provision For Expected Credit Losses	75,245	48,150	76,441
Write-offs Charged Against Allowance	(67,464)	(58,522)	(52,488)
Balance at End of Period	$ 40,642	$ 32,861	$ 43,233
Remaining performance obligations	true

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)	$ 1,810,745	$ 1,736,872	$ 1,584,302
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	354,361	439,004	504,638
Realized and unrealized losses (gains) on investments and other	922	3,587
Non-cash, stock-based compensation	40,732	11,830	30,671
Deferred tax expense (benefit)	(116,715)	(41,304)	13,114
Changes in allowance for credit losses	7,781	(10,372)	23,953
Other, net	63,194	51,842	4,709
Non-cash interest income - DISH Network	(415,188)
Changes in current assets and current liabilities:
Trade accounts receivable	(67,036)	24,037	(81,649)
Inventory	(11,143)	(38,405)	32,916
Other current assets	93,482	2,538	(108,188)
Trade accounts payable	(145,552)	206,862	49,244
Deferred revenue and other	(47,370)	(64,705)	(6,853)
Accrued programming and other accrued expenses	(840)	28,276	(167,399)
Net cash flows from operating activities	1,567,373	2,350,062	1,879,458
Cash Flows From Investing Activities:
(Purchases) Sales and maturities of marketable investment securities, net	1,388,113	(1,538,268)	(132,591)
Purchases of property and equipment	(122,477)	(156,860)	(298,566)
Proceeds from sale of assets to DISH Network, net of tax		60,369
Notes receivable - DISH Network	(1,500,000)	(5,250,000)
Other, net	5,313	8,572	8,851
Net cash flows from investing activities	(229,051)	(6,876,187)	(422,306)
Cash Flows From Financing Activities:
Repayment of long-term debt and finance lease obligations	(33,713)	(54,162)	(54,438)
Redemption and repurchases of senior notes	(2,056,821)	(2,000,000)	(1,100,000)
Proceeds from issuance of senior notes		6,750,000	1,000,000
Debt issuance costs		(34,459)	(1,670)
Advances to/from affiliates			(82,415)
Other, net	(906)	(3,368)
Net cash flows from financing activities	(2,091,440)	4,658,011	(238,523)
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents	(753,118)	131,886	1,218,629
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 4)	1,428,618	1,296,732	78,103
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 4)	$ 675,500	$ 1,428,618	$ 1,296,732

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Total revenue	$ 12,378,208	$ 12,761,863	$ 12,727,629
Costs and Expenses (exclusive of depreciation):
Cost of services	7,527,563	7,852,934	7,916,036
Cost of sales - equipment and other	79,905	87,578	104,470
Selling, general and administrative expenses	1,593,723	1,442,897	1,440,553
Depreciation and amortization	354,361	439,004	504,638
Total costs and expenses	9,555,552	9,822,413	9,965,697
Operating income (loss)	2,822,656	2,939,450	2,761,932
Other Income (Expense):
Interest income	440,412	36,458	3,548
Interest expense, net of amounts capitalized	(871,530)	(683,803)	(682,506)
Other, net	4,466	(820)	1,686
Total other income (expense)	(426,652)	(648,165)	(677,272)
Income (loss) before income taxes	2,396,004	2,291,285	2,084,660
Income tax (provision) benefit, net	(585,259)	(554,413)	(500,358)
Net income (loss)	1,810,745	1,736,872	1,584,302
Comprehensive Income (Loss):
Net income (loss)	1,810,745	1,736,872	1,584,302
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,245)	(402)	(401)
Unrealized holding gains (losses) on available-for-sale debt securities	107	(122)	2
Deferred income tax (expense) benefit, net	(45)	67	43
Total other comprehensive income (loss), net of tax	(1,183)	(457)	(356)
Comprehensive income (loss)	1,809,562	1,736,415	1,583,946
Service revenue
Revenue:
Total revenue	12,273,150	12,649,285	12,576,470
Equipment sales and other revenue
Revenue:
Total revenue	$ 105,058	$ 112,578	$ 151,159

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 DBS and our consolidated subsidiaries. We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

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

Cash and Cash Equivalents

We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2022 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 “Stockholder’s Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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

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.

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 are stated at cost less depreciation and impairment losses, if any. 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.

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.

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.

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.

In conducting our annual impairment test for 2022, 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 was in excess of the carrying amount.

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 13 to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.

Long-Term Deferred Revenue and Other Long-Term Liabilities

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

Sales Taxes

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

Income Taxes

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

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

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 4 for the fair value of our marketable investment securities.

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

Deferred Debt Issuance Costs and Debt Discounts

Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to interest 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 8 for further information.

Revenue Recognition

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

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

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

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

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

Contract Balances

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. 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 15 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, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life. During the years ended December 31, 2022, 2021 and 2020, we capitalized $87 million, $117 million and $162 million, respectively, under these programs. The amortization expense related to these programs was $155 million, $158 million and $123 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, we had a total of $230 million and $298 million, respectively, capitalized on our Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases

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

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 7 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 services.

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

Cost of Sales – Equipment and Other

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

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $480 million, $431 million and $432 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.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 621,975	$ 1,373,591
Marketable investment securities	282,733	1,670,739
Trade accounts receivable, net of allowance for credit losses of $40,642 and $32,861, respectively	660,808	601,553
Inventory	307,411	292,099
Other current assets	176,935	270,417
Total current assets	2,049,862	4,208,399
Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities	53,525	55,027
Property and equipment, net	990,886	1,233,180
FCC authorizations	611,794	611,794
Other investment securities	93,806	99,606
Operating lease assets	130,454	220,089
Note receivable - DISH Network (Note 17)	7,160,116	5,250,000
Interest receivable - DISH Network (Note 17)	36,912	31,840
Other noncurrent assets, net	116,026	152,747
Total noncurrent assets	9,193,519	7,654,283
Total assets	11,243,381	11,862,682
Current Liabilities:
Trade accounts payable	385,899	522,523
Deferred revenue and other	555,151	602,521
Accrued programming	1,298,777	1,376,770
Accrued interest	180,823	239,571
Other accrued expenses	644,574	588,201
Current portion of long-term debt and finance lease obligations (Note 8)	1,484,101	2,042,641
Total current liabilities	4,549,325	5,372,227
Long-Term Obligations, Net of Current Portion:
Long-term debt and finance lease obligations, net of current portion (Note 8)	11,761,407	13,294,988
Deferred tax liabilities	352,748	469,418
Operating lease liabilities	75,142	83,725
Long-term deferred revenue and other long-term liabilities	209,288	197,147
Total long-term obligations, net of current portion	12,398,585	14,045,278
Total liabilities	16,947,910	19,417,505
Commitments and Contingencies (Note 12)
Stockholder's Equity (Deficit):
Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding
Additional paid-in capital	1,532,906	1,492,174
Accumulated other comprehensive income (loss)	(2,445)	(1,262)
Accumulated earnings (deficit)	(7,234,990)	(9,045,735)
Total stockholder's equity (deficit)	(5,704,529)	(7,554,823)
Total liabilities and stockholder's equity (deficit)	$ 11,243,381	$ 11,862,682

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

16.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)
Year ended December 31, 2022:
Total revenue	$	3,133,411	$	3,121,014	$	3,048,315	$	3,075,468
Operating income (loss)		724,776		757,713		622,781		717,386
Net income (loss)		444,411		483,180		408,337		474,817

Year ended December 31, 2021:
Total revenue	$	3,162,919	$	3,211,488	$	3,176,289	$	3,211,167
Operating income (loss)		739,629		793,374		665,434		741,013
Net income (loss)		424,527		476,743		386,629		448,973

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
Tax benefits related to credit carryforwards	$ 10,000
Cash paid for income taxes to DISH Network	489,819	$ 562,268	$ 473,793
Net operating loss carryforwards	0
Current (benefit) provision:
Federal	572,754	486,736	394,824
State	133,475	106,594	88,449
Foreign	(4,255)	2,387	3,971
Total current (benefit) provision	701,974	595,717	487,244
Deferred (benefit) provision:
Federal	(95,995)	(31,424)	14,327
State	(20,720)	(7,090)	(2,161)
Increase (decrease) in valuation allowance		(2,790)	948
Total deferred (benefit) provision	(116,715)	(41,304)	13,114
Total (benefit) provision	585,259	554,413	500,358
Income (loss) before income taxes	2,396,004	$ 2,291,285	$ 2,084,660
Income (loss) from foreign operations	$ 14,000
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 benefit (as a percent)	3.50%	3.50%	3.60%
Other, net (as a percent)	(0.10%)	(0.30%)	(0.60%)
Total (benefit) provision for income taxes	24.40%	24.20%	24.00%
Deferred tax assets:
NOL, interest, credit and other carryforwards	$ 7,642	$ 7,679
Accrued and prepaid expenses	8,526	6,588
Stock-based compensation	19,374	11,545
Bases differences in partnerships and cost method investments	1,281
Deferred revenue	7,344	7,703
Total deferred tax assets	44,167	33,515
Valuation allowance	(7,679)	(7,679)
Deferred tax asset after valuation allowance	36,488	25,836
Deferred tax liabilities:
Depreciation	(235,498)	(316,002)
FCC authorizations and other intangible amortization	(153,738)	(176,640)
Bases difference in partnerships and other investments		(2,612)
Total deferred tax liabilities	(389,236)	(495,254)
Net deferred tax asset (liability)	(352,748)	(469,418)
Reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities
Balance as of beginning of period	198,511	188,141	$ 208,152
Additions based on tax positions related to the current year	3,444	303	233
Additions based on tax positions related to prior years	9,523	12,095	1,800
Reductions based on tax positions related to prior years	(7,100)	(1,400)	(20,337)
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	204,378	198,511	188,141
Unrecognized tax benefits if recognized, could favorably affect our effective tax rate	159,000
Interest and penalty (benefit) expense	8,000	6,000	2,000
Accrued interest and penalties	$ 49,000	$ 41,000	$ 35,000

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

17.Related Party Transactions

Related Party Transactions with EchoStar

Following the Spin-off, DISH Network 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 DISH Network certain assets and liabilities of its EchoStar Satellite Services segment. In connection with the Share Exchange and the Master Transaction Agreement, DISH Network and EchoStar and certain of their respective 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. As of December 31, 2022 and 2021 and during the years ended December 31, 2022, 2021 and 2020, none of these agreements with EchoStar had a material impact on our financial condition or our results of operations.

Related Party Transactions with DISH Network

“Notes Receivable – DISH Network”

Concurrently with the issuance of the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 (our “Senior Secured Notes”) and using the proceeds thereof, we made the Intercompany Loan to DISH Network to be used by DISH Network to finance the purchase of certain wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. The Intercompany Loan is secured by (i) the cash proceeds of the loan and (ii) an interest in the wireless spectrum licenses acquired using such proceeds. Such collateral may be replaced by other then-existing wireless spectrum licenses held directly or indirectly by DISH Network of equivalent value (based upon a third-party valuation). 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”). The aggregate principal amount of the Intercompany Loan was initially $5.250 billion, and on February 11, 2022, we advanced an additional $1.5 billion to DISH Network under the 2026 Tranche. Interest will accrue and be payable semiannually, and interest payments with respect to the Intercompany Loan will, at DISH Network’s option, be 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. The Intercompany Loan will be repayable by DISH Network in whole or in part, at any time or from time to time, at a price equal to 100% of the principal amount thereof, plus accrued but unpaid interest thereon. We may use the proceeds of any such pre-payment for general corporate purposes, including refinancing of indebtedness, but may not use any such prepaid amounts to make a cash dividend or distribution to DISH Network prior to the repayment in full of the Intercompany Loan. The 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 are subordinated to our existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security therefor. Any material amendments or modifications to the terms of the Intercompany Loan will require the written consent of the holders of a majority of the then-outstanding 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028.

During the years ended December 31, 2022 and 2021, we recorded $415 million and $32 million, respectively, of “Interest income” on our Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2022 and 2021, “Notes receivable – DISH Network” was $7.160 billion including interest paid in kind and $5.250 billion, respectively, and “Interest receivable – DISH Network” was $37 million and $32 million, respectively, on our Consolidated Balance Sheets.

“Accrued Taxes and Accounts Payable - DISH Network”

During the fourth quarter of 2022, we accrued $179 million related to taxes payable to DISH Network and $61 million related to satellite capacity leased from DISH Network in “Other accrued expenses” and “Trade accounts payable,” respectively, on our Consolidated Balance Sheets.

“Cost of services”

During the years ended December 31, 2022, 2021 and 2020, we incurred $194 million, $219 million and $224 million, respectively, for satellite capacity leased from DISH Network and telemetry, tracking and control and other professional services provided to us by DISH Network. As a result of the Master Transaction Agreement, discussed above, DISH Network is now a supplier of the vast majority of our transponder capacity. 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.

Satellite Capacity Leased from DISH Network. On September 10, 2019, in connection with the Master Transaction Agreement, DISH Network entered into with EchoStar on May 19, 2019, we began leasing satellite capacity on satellites owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. See “Pay-TV Satellites” in Note 6 for further information. The term of each lease is set forth below:

●

EchoStar X, XI and XIV. On March 1, 2014, we began leasing all available capacity from EchoStar on the EchoStar X, XI and XIV satellites. The term of each satellite capacity agreement generally terminates upon the earlier of: (i) the end-of-life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. We generally have the option to renew each satellite capacity agreement on a year-to-year basis through the end of the respective satellite’s life. There can be no assurance that any options to renew such agreements will be exercised. Pursuant to the Master Transaction Agreement, on September 10, 2019, the satellite capacity agreement we previously had with EchoStar for EchoStar X, XI and XIV was transferred to DISH Network and we began leasing satellite capacity on these satellites from a wholly-owned subsidiary of DISH Network as of the same date.

●

EchoStar XVI. In December 2009, we entered into a transponder service agreement with EchoStar to lease all of the capacity on EchoStar XVI, a DBS satellite, after its service commencement date. EchoStar XVI was launched in November 2012. Effective December 21, 2012, we and EchoStar amended the transponder service agreement to, among other things, change the initial term to generally expire upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date the transponder(s) on which service is being provided under the agreement fails; or (iv) four years following the actual service commencement date. In July 2016, we and EchoStar amended the transponder service agreement to, among other things, extend the initial term by one additional year and to reduce the term of the first renewal option by one year. Prior to expiration of the initial term, we had the option to renew for an additional five-year period. In May 2017, we exercised our first renewal option for an additional five-year period ending in January 2023. We also have the option to renew for an additional five-year period prior to expiration of the first renewal period in January 2023. There can be no assurance that the option to renew this agreement will be exercised. During 2018, we and EchoStar further amended the agreement to, among other things, allow us to place and use certain satellites at the 61.5 degree orbital location. Pursuant to the Master Transaction Agreement, on September 10, 2019, the transponder service agreement we previously had with EchoStar for EchoStar XVI was transferred to DISH Network and we began receiving transponder services from a wholly-owned subsidiary of DISH Network as of the same date.

Nimiq 5 Agreement. During 2009, EchoStar entered into a 15-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the “Telesat Transponder Agreement”). During 2009, EchoStar also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with us, pursuant to which we received service from EchoStar on all 32 of the DBS transponders covered by the Telesat Transponder Agreement.

Under the terms of the DISH Nimiq 5 Agreement, we made certain monthly payments to EchoStar that commenced in 2009 when the Nimiq 5 satellite was placed into service and continued through the service term, which expired ten years following the date the Nimiq 5 satellite was placed into service. Upon expiration of the initial term, we had the option to renew on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. Pursuant to the Master Transaction Agreement, on September 10, 2019, the Telesat Transponder Agreement was transferred to DISH Network and we began receiving transponder services on the Nimiq 5 satellite from a wholly-owned subsidiary of DISH Network as of the same date. We have exercised our option to renew for a one-year period through September 2023. As discussed in Note 6, “Property and Equipment and Intangible Assets,” the Nimiq 5 satellite lease has been accounted for as a finance lease since September 2019. Expenses related to this lease are recorded in “Depreciation and amortization” and “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss). During each of the years ended December 31, 2022, 2021 and 2020, we recorded $34 million of “Depreciation and amortization” expense, respectively, and $8 million, $12 million and $15 million of “Interest expense, net of amounts capitalized,” respectively, related to Nimiq 5.

QuetzSat-1 Lease Agreement. During 2008, EchoStar entered into a ten-year satellite service agreement with SES Latin America S.A. (“SES”), which provided, among other things, for the provision by SES to EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite (“SES Transponder Agreement”). During 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we received service from EchoStar on 24 DBS transponders. QuetzSat-1 was launched on September 29, 2011 and was placed into service during the fourth quarter of 2011 at the 67.1 degree orbital location. In January 2013, QuetzSat-1 was moved to the 77 degree orbital location and we commenced commercial operations at that location in February 2013. Our lease arrangement with DISH Network expired in November 2021.

TT&C Agreement. Effective January 1, 2012, we entered into a TT&C agreement pursuant to which we receive TT&C services from EchoStar for certain satellites (the “TT&C Agreement”). In February 2018, we amended the TT&C Agreement to, among other things, extend the term for one-year with four automatic one-year renewal periods. The fees for services provided under the 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. We and EchoStar are able to terminate the TT&C Agreement for any reason upon 12 months’ notice. On May 19, 2019, DISH Network entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the assets and employees that provide these services were transferred to DISH Network. We began receiving TT&C services from a wholly-owned subsidiary of DISH Network as of the same date.

“Selling, general and administrative expenses”

During the years ended December 31, 2022, 2021 and 2020, we incurred $11 million, $8 million and $7 million, respectively, for selling, general and administrative expenses for services provided to us by DISH Network. 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. On September 10, 2019, in connection with the Master Transaction Agreement, we began leasing office space owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. The term of each lease is set forth below:

●

Santa Fe Lease Agreement. The lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado originally from EchoStar to us was for a period ending on December 31, 2018. In December 2018, we and EchoStar amended this lease to, among other things, extend the term thereof for one additional year until December 31, 2019. Pursuant to the Master Transaction Agreement, on September 10, 2019, this lease was transferred to DISH Network and we began leasing all of 5701 S. Santa Fe Dr. in Littleton, Colorado from a wholly-owned subsidiary of DISH Network as of the same date. In December 2020, we and DISH Network amended this lease to, among other things, extend the term thereof for one additional year until December 31, 2021. This lease expired on December 31, 2021.

●

Cheyenne Lease Agreement. The lease for certain space at 530 EchoStar Drive in Cheyenne, Wyoming is for a period ending on December 31, 2031. In connection with the completion of the Share Exchange, EchoStar transferred ownership of a portion of this property to DISH Network, and, effective March 1, 2017, DISH Network and EchoStar amended this lease agreement to (i) terminate the lease of certain space at the portion of the property that was transferred to DISH Network and (ii) provide for the continued lease to us of certain space at the portion of the property that EchoStar retained. Pursuant to the Master Transaction Agreement, the portion of the property EchoStar retained was transferred to DISH Network, and on September 10, 2019, this lease was transferred to DISH Network and we began leasing certain space from a wholly-owned subsidiary of DISH Network as of the same date.

Other Agreements – DISH Network

Broadband, Wireless and Other Operations. We provide certain administrative, call center, installation, marketing and other services to DISH Network’s broadband, wireless and other operations. During the years ended December 31, 2022, 2021 and 2020, the costs associated with these services were $116 million, $91 million and $72 million, respectively.

Sale of Assets to DISH Network. During the fourth quarter of 2021, we sold certain assets and equity interests to DISH Network at fair value for approximately $60 million. This was accounted for as a transaction among entities under common control. The difference between our net carrying value of the assets sold to their fair value of $17 million, net of tax, was recorded in “Additional paid-in capital” on our Consolidated Balance Sheets during the fourth quarter of 2021.

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:
Uplink services	$	2,709	$	4,025	$	5,095

			As of December 31,
			2022		2021

			(In thousands)
Amounts Receivable:
Amounts receivable from Dish Mexico			$	583	$	941

{

Long-Term Debt and Finance Lease Obligations - Capital 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
Nimiq 5
Lessee, Lease, Description [Line Items]
Percentage of capacity leased	100.00%

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Employee Benefit Plans

Employee Benefit Plans

10.Employee Benefit Plans

Employee Stock Purchase Plan

Our employees may participate in the DISH Network employee stock purchase plan (the “ESPP”), in which DISH Network is authorized to issue up to 6.8 million shares of Class A common stock. At December 31, 2022, DISH Network 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 DISH Network 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 DISH Network’s capital stock under all of DISH Network’s 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 DISH Network’s Class A common stock on the last business day of each calendar quarter in which such shares of DISH Network’s 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 DISH Network’s 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

DISH Network sponsors 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 DISH Network, 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. DISH Network’s Board of Directors may also authorize an annual discretionary contribution to the 401(k) plan with authorization by our Board of Directors, 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 DISH Network’s 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	$	10,150	$	7,525	$	11,549
Discretionary stock contributions, net of forfeitures	$	11,150	$	24,347	$	29,784

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Summary of Significant Accounting Policies - Leases (Details)	12 Months Ended
	Dec. 31, 2022
Leases
Renewal options, operating lease	true
Renewal options, finance lease	true
Options to terminate, operating lease	true
Options to terminate, finance lease	true
Minimum
Leases
Remaining lease terms, operating lease	1 year
Remaining lease terms, finance lease	1 year
Maximum
Leases
Remaining lease terms, operating lease	9 years
Remaining lease terms, finance lease	9 years
Termination period, operating lease	1 year
Termination period, finance lease	1 year

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	$ 4,431,071	$ 4,831,194
Accumulated depreciation	(3,440,185)	(3,598,014)
Property and equipment, net	$ 990,886	1,233,180
Minimum
Property and Equipment
Depreciable life of assets	2 years
Maximum
Property and Equipment
Depreciable life of assets	40 years
Equipment leased to customers
Property and Equipment
Total property and equipment	$ 1,309,737	1,518,880
Equipment leased to customers \| Minimum
Property and Equipment
Depreciable life of assets	2 years
Equipment leased to customers \| Maximum
Property and Equipment
Depreciable life of assets	5 years
EchoStar XV
Property and Equipment
Total property and equipment	$ 277,658	277,658
Depreciable life of assets	15 years
EchoStar XVIII
Property and Equipment
Total property and equipment	$ 411,255	411,255
Depreciable life of assets	15 years
Satellites acquired under finance lease agreements
Property and Equipment
Total property and equipment	$ 174,685	398,107
Depreciable life of assets	15 years
Furniture, fixtures, equipment and other
Property and Equipment
Total property and equipment	$ 1,054,619	1,047,966
Furniture, fixtures, equipment and other \| Minimum
Property and Equipment
Depreciable life of assets	2 years
Furniture, fixtures, equipment and other \| Maximum
Property and Equipment
Depreciable life of assets	20 years
Software projects
Property and Equipment
Total property and equipment	$ 859,911	834,644
Software projects \| Minimum
Property and Equipment
Depreciable life of assets	3 years
Software projects \| Maximum
Property and Equipment
Depreciable life of assets	5 years
Buildings and improvements
Property and Equipment
Total property and equipment	$ 295,375	292,840
Buildings and improvements \| Minimum
Property and Equipment
Depreciable life of assets	5 years
Buildings and improvements \| Maximum
Property and Equipment
Depreciable life of assets	40 years
Land
Property and Equipment
Total property and equipment	$ 12,505	12,505
Construction in progress
Property and Equipment
Total property and equipment	$ 35,326	$ 37,339

Commitments and Contingencies - Narrative (Details) - USD ($)				12 Months Ended
	Sep. 20, 2020	Jul. 01, 2020	Sep. 23, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2015
Commitments and Contingencies
Contractual obligation				$ 23,315,403,000
Unrecognized tax benefits				$ 204,378,000	$ 198,511,000	$ 188,141,000	$ 208,152,000
Maximum
Commitments and Contingencies
Term of programming contracts				10 years
Minimum
Commitments and Contingencies
Term of programming contracts				1 year
Prepaid Business Sale [Member]
Commitments and Contingencies
Payment to acquire certain wireless licenses and related assets				$ 3,590,000,000
Dish Network
Commitments and Contingencies
Payment to acquire certain wireless licenses and related assets				20,000,000,000
Total investment				30,000,000,000
Dish Network \| Spectrum Investments
Commitments and Contingencies
5G Network deployment				10,000,000,000	$ 10,000,000,000
Northstar Spectrum And SNR Holdco \| Dish Network
Commitments and Contingencies
Non-controlling investments				10,000,000,000				$ 10,000,000,000
Northstar Wireless or Northstar Spectrum \| AWS 3 Auction \| Vermont National Telephone Company
Commitments and Contingencies
Bidding credit credits			25.00%
Bidding Credit			$ 3,300,000,000
Loss Contingency Recovery Amount			10,000,000,000
Northstar Wireless or Northstar Spectrum \| AWS 3 Auction \| Vermont National Telephone Company \| Maximum
Commitments and Contingencies
Claim amount			11,000
Northstar Wireless or Northstar Spectrum \| AWS 3 Auction \| Vermont National Telephone Company \| Minimum
Commitments and Contingencies
Claim amount			$ 5,500
Spectrum purchase agreement
Commitments and Contingencies
Purchase price		$ 3,590,000,000
Termination fee		$ 72,000,000
ClearPlay, Inc.
Commitments and Contingencies
Loss contingency				469,000,000
TQ Delta LLC [Member]
Commitments and Contingencies
Loss contingency				251,000,000
Realtime Adaptive Streaming Litigation [Member]
Commitments and Contingencies
Attorney fees awarded	$ 3,900,000
Interest Expense [Member]
Commitments and Contingencies
Contractual obligation				$ 5,890,000

Property and Equipment and Intangible Assets - Pay TV Satellites (Details) - item	1 Months Ended	12 Months Ended
	Apr. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Number of other satellites to be relocated in the event of failure or loss of any satellite		1
Pay-TV Satellites
Property, Plant and Equipment [Line Items]
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator		10
Owned Satellites		2
Number of satellites leased from third parties		2
Anik F3 Satellite
Property, Plant and Equipment [Line Items]
Leased term	2 years
Leased extension term	1 year
EchoStar \| Pay-TV Satellites
Property, Plant and Equipment [Line Items]
Number of satellites utilized under operating lease		1
Dish Network \| Pay-TV Satellites
Property, Plant and Equipment [Line Items]
Number of satellites utilized under operating lease		5

Disaggregation of Revenue

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue

Disaggregation of Revenue

14.Disaggregation of Revenue

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	$	12,338,428	$	12,728,869	$	12,692,940
Canada and Mexico		39,780		32,994		34,689
Total revenue	$	12,378,208	$	12,761,863	$	12,727,629

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	$	12,273,150	$	12,649,285	$	12,576,470
Equipment sales and other revenue		105,058		112,578		151,159
Total	$	12,378,208	$	12,761,863	$	12,727,629

Stock-Based Compensation (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Jul. 22, 2022 employee shares	Dec. 31, 2022 $ / shares shares	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares
Stock-Based Compensation
Stock Awards Outstanding (in shares)		11,050,334
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares		$ 25.45		$ 42.15
Percentage of work time needed for stock based compensation		50.00%
DISH Network Awards
Stock-Based Compensation
Percentage of stock awards vesting per year (as a percent)		20.00%
Class A common stock \| DISH Network Awards
Stock-Based Compensation
Shares of common stock available for future grant under stock incentive plans		52,600,000
Stock Options
Stock-Based Compensation
Stock Awards Outstanding (in shares)	9,000,000
Unrecognized compensation expense \| $			$ 17
Incremental Stock Based Compensation \| $			$ 6
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares			$ 20.00
Number of employees affected by stock option adjustment \| employee	500
Stock Options \| Maximum
Stock-Based Compensation
Expiration term		10 years
Stock Options \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		11,050,334		8,834,045	10,183,615	12,792,812
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares		$ 25.45		$ 42.15	$ 41.99	$ 41.52
Stock Options \| Class A common stock \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		11,100,000
Stock Options \| Long-Term Performance Based Plans \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		3,810,483		3,021,629	4,096,749
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares		$ 34.77		$ 45.35	$ 44.44
Restricted Stock Units
Stock-Based Compensation
Stock Awards Outstanding (in shares)		1,100,000
Restricted Stock Units \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		1,100,000
Restricted Stock Units \| Held by DISH DBS employees \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		944,800

Contract Balances (Tables)

12 Months Ended

Dec. 31, 2022

Contract Balances

Valuation and Qualifying Accounts



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

	(In thousands)
For the years ended:
December 31, 2022	$	32,861	$	75,245	$	(67,464)	$	40,642
December 31, 2021	$	43,233	$	48,150	$	(58,522)	$	32,861
December 31, 2020	$	19,280	$	76,441	$	(52,488)	$	43,233

Schedule of Contract balances


	As of December 31,
	2022		2021

	(In thousands)
Contract liabilities	$	506,815	$	558,700

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory
Finished goods	$ 252,939	$ 246,723
Work-in-process and service repairs	19,351	19,074
Raw materials	35,121	26,302
Total inventory	$ 307,411	$ 292,099

Contract Balances - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contract Balances
Contract liabilities	$ 506,815	$ 558,700
Contract liability recorded as customer contract revenue	$ 553,000

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

9.Income Taxes and Accounting for Uncertainty in Income Taxes

Income Taxes

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

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

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

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	$	572,754	$	486,736	$	394,824
State		133,475		106,594		88,449
Foreign		(4,255)		2,387		3,971
Total current (benefit) provision		701,974		595,717		487,244

Deferred (benefit) provision:
Federal		(95,995)		(31,424)		14,327
State		(20,720)		(7,090)		(2,161)
Increase (decrease) in valuation allowance		—		(2,790)		948
Total deferred (benefit) provision		(116,715)		(41,304)		13,114
Total (benefit) provision	$	585,259	$	554,413	$	500,358

Our $2.396 billion of “Income (loss) before income taxes” on our Consolidated Statements of Operations and Comprehensive Income (Loss) included income of $14 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	3.5	3.5	3.6
Other, net	(0.1)	(0.3)	(0.6)
Total (benefit) provision for income taxes	24.4	24.2	24.0

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	$	7,642	$	7,679
Accrued and prepaid expenses		8,526		6,588
Stock-based compensation		19,374		11,545
Deferred revenue		7,344		7,703
Bases differences in partnerships and cost method investments		1,281		—
Total deferred tax assets		44,167		33,515
Valuation allowance		(7,679)		(7,679)
Deferred tax asset after valuation allowance		36,488		25,836

Deferred tax liabilities:
Depreciation		(235,498)		(316,002)
FCC authorizations and other intangible amortization		(153,738)		(176,640)
Bases difference in partnerships and other investments		—		(2,612)
Total deferred tax liabilities		(389,236)		(495,254)
Net deferred tax asset (liability)	$	(352,748)	$	(469,418)

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	$	198,511	$	188,141	$	208,152
Additions based on tax positions related to the current year		3,444		303		233
Additions based on tax positions related to prior years		9,523		12,095		1,800
Reductions based on tax positions related to prior years		(7,100)		(1,400)		(20,337)
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	$	204,378	$	198,511	$	188,141

We have $159 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.

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 $8 million, $6 million and $2 million in net interest and penalty expense to earnings, respectively. Accrued interest and penalties were $49 million, $41 million and $35 million at December 31, 2022, 2021 and 2020, 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 http://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)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://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
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://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 http://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 http://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 http://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 http://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 http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

7.Leases

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

The components of lease expense were as follows:



	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Operating lease cost (1)	$	166,599	$	217,635	$	246,523

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

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

(1)

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

(2)

Leases that have terms of 12 months or less.

(3)

The decrease in finance lease cost is primarily related to the Anik F3 finance lease which 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	$	138,318	$	213,135	$	247,413
Operating cash flows from finance leases	$	6,733	$	13,002	$	17,595
Financing cash flows from finance leases	$	31,030	$	51,608	$	49,231

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	74,317	$	22,780	$	37,899
Finance leases	$	—	$	—	$	—

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets	$	130,454	$	220,089

Other current liabilities	$	60,203	$	139,492
Operating lease liabilities		75,142		83,725
Total operating lease liabilities	$	135,345	$	223,217

Finance Leases:
Property and equipment, gross	$	175,704	$	399,126
Accumulated depreciation		(115,469)		(300,569)
Property and equipment, net	$	60,235	$	98,557

Other current liabilities	$	38,102	$	39,957
Other long-term liabilities		31,104		69,207
Total finance lease liabilities	$	69,206	$	109,164

Weighted Average Remaining Lease Term:
Operating leases		3.7 years		3.0 years
Finance leases		1.8 years		2.6 years

Weighted Average Discount Rate:
Operating leases		7.2%		8.2%
Finance leases		10.0%		9.9%

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	$	66,536	$	42,950	$	109,486
2024		33,037		32,146		65,183
2025		18,509		—		18,509
2026		11,058		—		11,058
2027		6,814		—		6,814
Thereafter		23,408		—		23,408
Total lease payments		159,362		75,096		234,458
Less: Imputed interest		(24,017)		(5,890)		(29,907)
Total		135,345		69,206		204,551
Less: Current portion		(60,203)		(38,102)		(98,305)
Long-term portion of lease obligations	$	75,142	$	31,104	$	106,246

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Marketable Investment Securities

Trade Accounts Receivable

Inventory

Property and Equipment

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

DBS Satellites

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

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.

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;

●

Deferred Debt Issuance Costs and Debt Discounts

Revenue Recognition

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.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Summary of the components of lease expense



	For the Years Ended December 31,
	2022		2021		2020

	(In thousands)
Operating lease cost (1)	$	166,599	$	217,635	$	246,523

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

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

(1)

(2)

Leases that have terms of 12 months or less.

(3)

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

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	$	138,318	$	213,135	$	247,413
Operating cash flows from finance leases	$	6,733	$	13,002	$	17,595
Financing cash flows from finance leases	$	31,030	$	51,608	$	49,231

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	74,317	$	22,780	$	37,899
Finance leases	$	—	$	—	$	—

Summary of supplemental balance sheet information related to leases


	As of December 31,
	2022		2021

	(In thousands)
Operating Leases:
Operating lease assets	$	130,454	$	220,089

Other current liabilities	$	60,203	$	139,492
Operating lease liabilities		75,142		83,725
Total operating lease liabilities	$	135,345	$	223,217

Finance Leases:
Property and equipment, gross	$	175,704	$	399,126
Accumulated depreciation		(115,469)		(300,569)
Property and equipment, net	$	60,235	$	98,557

Other current liabilities	$	38,102	$	39,957
Other long-term liabilities		31,104		69,207
Total finance lease liabilities	$	69,206	$	109,164

Weighted Average Remaining Lease Term:
Operating leases		3.7 years		3.0 years
Finance leases		1.8 years		2.6 years

Weighted Average Discount Rate:
Operating leases		7.2%		8.2%
Finance leases		10.0%		9.9%

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	$	66,536	$	42,950	$	109,486
2024		33,037		32,146		65,183
2025		18,509		—		18,509
2026		11,058		—		11,058
2027		6,814		—		6,814
Thereafter		23,408		—		23,408
Total lease payments		159,362		75,096		234,458
Less: Imputed interest		(24,017)		(5,890)		(29,907)
Total		135,345		69,206		204,551
Less: Current portion		(60,203)		(38,102)		(98,305)
Long-term portion of lease obligations	$	75,142	$	31,104	$	106,246

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	$	66,536	$	42,950	$	109,486
2024		33,037		32,146		65,183
2025		18,509		—		18,509
2026		11,058		—		11,058
2027		6,814		—		6,814
Thereafter		23,408		—		23,408
Total lease payments		159,362		75,096		234,458
Less: Imputed interest		(24,017)		(5,890)		(29,907)
Total		135,345		69,206		204,551
Less: Current portion		(60,203)		(38,102)		(98,305)
Long-term portion of lease obligations	$	75,142	$	31,104	$	106,246

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	$	10,150	$	7,525	$	11,549
Discretionary stock contributions, net of forfeitures	$	11,150	$	24,347	$	29,784

Inventory

12 Months Ended

Dec. 31, 2022

Inventory

Inventory

5.Inventory

Inventory consisted of the following:


	As of December 31,
	2022		2021

	(In thousands)
Finished goods	$	252,939	$	246,723
Work-in-process and service repairs		19,351		19,074
Raw materials		35,121		26,302
Total inventory	$	307,411	$	292,099

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)
Year ended December 31, 2022:
Total revenue	$	3,133,411	$	3,121,014	$	3,048,315	$	3,075,468
Operating income (loss)		724,776		757,713		622,781		717,386
Net income (loss)		444,411		483,180		408,337		474,817

Year ended December 31, 2021:
Total revenue	$	3,162,919	$	3,211,488	$	3,176,289	$	3,211,167
Operating income (loss)		739,629		793,374		665,434		741,013
Net income (loss)		424,527		476,743		386,629		448,973

Leases (Details)	12 Months Ended
Leases (Details)	Dec. 31, 2022
Leases
Short term lease period	12 months
Renewal options, operating lease	true
Renewal options, finance lease	true
Options to terminate, operating lease	true
Options to terminate, finance lease	true
Minimum
Leases
Remaining lease terms, operating lease	1 year
Remaining lease terms, finance lease	1 year
Maximum
Leases
Remaining lease terms, operating lease	9 years
Remaining lease terms, finance lease	9 years
Termination period, operating lease	1 year
Termination period, finance lease	1 year

Contract Balances

12 Months Ended

Dec. 31, 2022

Contract Balances

Contract Balances

15.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		Balance at End of Period

	(In thousands)
For the years ended:
December 31, 2022	$	32,861	$	75,245	$	(67,464)	$	40,642
December 31, 2021	$	43,233	$	48,150	$	(58,522)	$	32,861
December 31, 2020	$	19,280	$	76,441	$	(52,488)	$	43,233

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,
	2022		2021

	(In thousands)
Contract liabilities	$	506,815	$	558,700

Our beginning of period contract liability recorded as customer contract revenue during 2022 was $553 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.

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2017
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities:
Current marketable investment securities	$ 282,733	$ 1,670,739
Restricted cash and cash equivalents	53,525	55,027
Other investment securities	93,806	99,606
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$ 430,064	$ 1,825,372
NagraStar
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities:
Ownership interest in equity method investment	50.00%		50.00%

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	$ 166,599	$ 217,635	$ 246,523
Short-term lease cost	74,514	33,456	11,409
Amortization of right-of-use assets	38,322	49,496	49,496
Interest on lease liabilities	8,566	13,122	17,595
Total finance lease cost	46,888	62,618	67,091
Total lease costs	$ 288,001	$ 313,709	$ 325,023

Long-Term Debt and Finance Lease Obligations - Other Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other long-term debt and capital lease obligations
Total	$ 87,535	$ 130,176
Less current portion	(40,922)	(42,641)
Other long-term debt and capital lease obligations, net of current portion	46,613	87,535
Satellites and other finance lease obligations
Other long-term debt and capital lease obligations
Total	69,206	109,164
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	$ 18,329	$ 21,012
Minimum \| 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
Interest rate (as a percent)	4.00%
Maximum \| 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
Interest rate (as a percent)	6.00%

Long-Term Debt and Finance Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2022

Long-Term Debt and Finance Lease Obligations

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


	As of December 31,
	2022				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
5 7/8% Senior Notes due 2024		2,000,000		1,870,940		2,000,000		2,060,180
7 3/4% Senior Notes due 2026		2,000,000		1,620,280		2,000,000		2,122,700
5 1/4% Senior Secured Notes due 2026 (3)		2,750,000		2,336,813		2,750,000		2,792,900
7 3/8% Senior Notes due 2028		1,000,000		708,320		1,000,000		1,017,060
5 3/4% Senior Secured Notes due 2028 (3)		2,500,000		2,013,675		2,500,000		2,520,650
5 1/8% Senior Notes due 2029		1,500,000		976,755		1,500,000		1,365,645
Other notes payable		18,329		18,329		21,012		21,012
Subtotal		13,211,508	$	10,986,747		15,271,012	$	15,481,517
Unamortized deferred financing costs and debt discounts, net		(35,206)				(42,547)
Finance lease obligations (4)		69,206				109,164
Total long-term debt and finance lease obligations (including current portion)	$	13,245,508			$	15,337,629

(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)

(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
5 7/8% Senior Notes due 2024	May 15 and November 15	$	117,500
7 3/4% Senior Notes due 2026	January 1 and July 1	$	155,000
5 1/4% Senior Secured Notes due 2026	June 1 and December 1	$	144,375
7 3/8% Senior Notes due 2028	January 1 and July 1	$	73,750
5 3/4% Senior Secured Notes due 2028	June 1 and December 1	$	143,750
5 1/8% Senior Notes due 2029	June 1 and December 1	$	76,875

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

Schedule of other long term debt and capital lease obligations


	As of December 31,
	2022		2021

	(In thousands)
Satellites and other finance lease obligations	$	69,206	$	109,164
Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0%		18,329		21,012
Total		87,535		130,176
Less: current portion		(40,922)		(42,641)
Other long-term debt and finance lease obligations, net of current portion	$	46,613	$	87,535

- Definition

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

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+ Details

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

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

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


	As of December 31,
	2022		2021

	(In thousands)
Marketable investment securities:
Current marketable investment securities	$	282,733	$	1,670,739

Restricted cash and cash equivalents (1)		53,525		55,027

Other investment securities:
Other investment securities		93,806		99,606

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

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

Marketable Investment Securities

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

Current Marketable Investment Securities

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

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

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of December 31, 2022 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.

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.

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)	$	650,523	$	99,437	$	551,086	$	—	$	1,404,505	$	60,085	$	1,344,420	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	7,727	$	7,727	$	—	$	—	$	—	$	—	$	—	$	—
Commercial paper		227,787		—		227,787		—		1,413,134		—		1,413,134		—
Corporate securities		46,764		—		46,764		—		254,631		—		254,631		—
Other		455		—		455		—		2,974		—		2,974		—
Total	$	282,733	$	7,727	$	275,006	$	—	$	1,670,739	$	—	$	1,670,739	$	—

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

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)
Costs related to early redemption of debt	$	(922)	$	(3,587)	$	—
Equity in earnings (losses) of affiliates		4,112		2,520		653
Other		1,276		247		1,033
Total	$	4,466	$	(820)	$	1,686

Stock-Based Compensation - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock option activity
Total options outstanding, end of period (in shares)	11,050,334
Exercisable at the end of the period (in shares)	2,455,940
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)	$ 42.15
Total options outstanding at the end of the period (in dollars per share)	25.45	$ 42.15
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 21.58
Stock Options \| DISH Network Awards
Stock option activity
Total options outstanding, beginning of period (in shares)	8,834,045	10,183,615	12,792,812
Granted (in shares)	12,718,689	956,500	1,112,500
Exercised (in shares)	(16,600)	(667,179)	(109,195)
Forfeited and cancelled (in shares)	(10,485,800)	(1,638,891)	(3,612,502)
Total options outstanding, end of period (in shares)	11,050,334	8,834,045	10,183,615
Exercisable at the end of the period (in shares)	2,455,940	3,612,931	3,760,431
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)	$ 42.15	$ 41.99	$ 41.52
Granted (in dollars per share)	23.48	40.55	31.21
Exercised (in dollars per share)	27.72	33.87	28.53
Forfeited and cancelled (in dollars per share)	37.13	43.59	37.41
Total options outstanding at the end of the period (in dollars per share)	25.45	42.15	41.99
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 21.58	$ 41.64	$ 41.30
Stock Options \| DISH Network Awards \| Long-Term Performance Based Plans
Stock option activity
Total options outstanding, beginning of period (in shares)	3,021,629	4,096,749
Total options outstanding, end of period (in shares)	3,810,483	3,021,629	4,096,749
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)	$ 45.35	$ 44.44
Total options outstanding at the end of the period (in dollars per share)	$ 34.77	$ 45.35	$ 44.44
Stock Options \| DISH Network Awards \| Exchange Offer [Member]
Stock option activity
Granted (in shares)	9,000,000
Forfeited and cancelled (in shares)	(9,000,000)

Stock-Based Compensation - Fair Value Of Stock Options Granted (Details) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Black-Scholes option valuation model, assumptions
Risk-free interest rate, low end of range (as a percent)	0.91%	0.44%	0.17%
Risk-free interest rate, high end of range (as a percent)	4.06%	1.02%	1.72%
Volatility factor, low end of range (as a percent)	44.00%	40.62%	28.91%
Volatility factor, high end of range (as a percent)	53.60%	43.48%	48.08%
Maximum
Black-Scholes option valuation model, assumptions
Expected term of options	5 years 7 months 6 days	5 years 7 months 6 days	5 years 6 months
Weighted-average fair value of options granted (in dollars per share)	$ 14.17	$ 18.23	$ 12.10
Minimum
Black-Scholes option valuation model, assumptions
Expected term of options	2 years 9 months 18 days	5 years 6 months	3 years 3 months 18 days
Weighted-average fair value of options granted (in dollars per share)	$ 6.53	$ 12.46	$ 5.50

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	$	282,733	$	1,670,739

Restricted cash and cash equivalents (1)		53,525		55,027

Other investment securities:
Other investment securities		93,806		99,606

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

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

Schedule of investments measured at fair value on a recurring basis


	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)	$	650,523	$	99,437	$	551,086	$	—	$	1,404,505	$	60,085	$	1,344,420	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	7,727	$	7,727	$	—	$	—	$	—	$	—	$	—	$	—
Commercial paper		227,787		—		227,787		—		1,413,134		—		1,413,134		—
Corporate securities		46,764		—		46,764		—		254,631		—		254,631		—
Other		455		—		455		—		2,974		—		2,974		—
Total	$	282,733	$	7,727	$	275,006	$	—	$	1,670,739	$	—	$	1,670,739	$	—

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



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

	(In thousands)
Costs related to early redemption of debt	$	(922)	$	(3,587)	$	—
Equity in earnings (losses) of affiliates		4,112		2,520		653
Other		1,276		247		1,033
Total	$	4,466	$	(820)	$	1,686

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	$	1,309,737	$	1,518,880
EchoStar XV	15		277,658		277,658
EchoStar XVIII	15		411,255		411,255
Satellites acquired under finance lease agreements	15		174,685		398,107
Furniture, fixtures, equipment and other	2-20		1,054,619		1,047,966
Software	3-5		859,911		834,644
Buildings and improvements	5-40		295,375		292,840
Land	-		12,505		12,505
Construction in progress	-		35,326		37,339
Total property and equipment			4,431,071		4,831,194
Accumulated depreciation			(3,440,185)		(3,598,014)
Property and equipment, net		$	990,886	$	1,233,180

Schedule of depreciation and amortization expense


	For the Years Ended December 31,
	2022		2021		2020

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

Schedule of pay-TV satellite fleet


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

Leased from EchoStar:
EchoStar IX	August 2003	121	December 2022

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

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

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

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

Schedule of identifiable intangibles subject to amortization


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

	(In thousands)
Technology-based	$	58,162	$	(55,079)	$	58,162	$	(54,535)
Trademarks		18,251		(17,050)		18,251		(16,928)
Contract-based		4,500		(4,500)		4,500		(4,500)
Customer relationships		23,632		(23,632)		23,632		(23,632)
Total	$	104,545	$	(100,261)	$	104,545	$	(99,595)

Schedule of estimated future amortization of identifiable intangible assets


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

Schedule of FCC Authorizations


	As of December 31,
	2022		2021

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

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

11.Stock-Based Compensation

Stock Incentive Plans

DISH Network maintains stock incentive plans to attract and retain officers, directors and key employees. Our employees participate in the DISH Network stock incentive plans. Stock awards under these plans include both performance and non-performance based stock incentives. Many of our employees work on projects associated with our business and projects associated with DISH Network’s Wireless business segment and other operations of DISH Network, such as broadband. Stock options, restricted stock units and non-cash stock-based compensation expense are included below only for employees who devote 50% or more of their time to our business. For each employee, a change in status in relation to the 50% threshold is reflected as a transfer to or from another DISH Network subsidiary that is not part of DISH DBS. See Note 17 Related Party Transactions with DISH Network for costs associated with services provided by our employees to DISH Network. As of December 31, 2022, there were outstanding under these plans stock options to acquire 11.1 million shares of DISH Network’s Class A common stock and 1.1 million restricted stock units and awards associated with our employees. Stock options granted on or prior to December 31, 2022 were granted with exercise prices equal to or greater than the market value of DISH Network Class A common stock at the date of grant and with a maximum term of approximately ten years. DISH Network accounts for forfeitures as they are incurred. While historically DISH Network has 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 DISH Network-specific subscriber, operational and/or financial goals. As of December 31, 2022, DISH Network had 52.6 million shares of its Class A common stock available for future grant under its stock incentive plans.

Exchange offer. On June 24, 2022, DISH Network commenced a tender offer to eligible employees (which excludes DISH Network’s co-founders and the independent members of DISH Network’s Board of Directors) to exchange eligible stock options (which excludes DISH Network’s Ergen 2020 Performance Award) for new options as detailed in its 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 9 million stock options associated with our employees, affecting approximately 500 eligible employees, was adjusted during the third quarter of 2022 to $20.00. The total incremental non-cash stock-based compensation expense associated with our employees resulting from the Exchange Offer is $17 million, which will be recognized over the remaining vesting period of the applicable options. During the year ended December 31, 2022, we recognized $6 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 DISH Network stock options outstanding and exercisable associated with our employees 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	8,896,986	9.48	$	19.90	2,160,717	9.46	$	19.94
$	20.01	-	$	30.00	102,131	5.78	$	26.36	69,617	5.21	$	25.90
$	30.01	-	$	40.00	834,715	1.90	$	36.05	204,406	3.76	$	34.68
$	40.01	-	$	50.00	70,376	3.24	$	47.16	20,200	1.41	$	47.43
$	50.01	-	$	60.00	855,626	3.85	$	57.79	—	—	$	—
$	60.01	-	$	70.00	290,500	3.31	$	63.96	1,000	—	$	63.90
$	10.01	-	$	70.00	11,050,334	8.23	$	25.45	2,455,940	8.80	$	21.58

Stock Award Activity

DISH Network stock option activity associated with our employees 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)	8,834,045	$	42.15	10,183,615	$	41.99	12,792,812	$	41.52
Granted (2)	12,718,689	$	23.48	956,500	$	40.55	1,112,500	$	31.21
Exercised	(16,600)	$	27.72	(667,179)	$	33.87	(109,195)	$	28.53
Forfeited, cancelled and transferred (2)(3)	(10,485,800)	$	37.13	(1,638,891)	$	43.59	(3,612,502)	$	37.41
Total options outstanding, end of period	11,050,334	$	25.45	8,834,045	$	42.15	10,183,615	$	41.99
Performance-based options outstanding, end of period (4)	3,810,483	$	34.77	3,021,629	$	45.35	4,096,749	$	44.44
Exercisable at end of period	2,455,940	$	21.58	3,612,931	$	41.64	3,760,431	$	41.30

(1)	The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $42.15 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021.

(2)	Includes approximately 9 million stock options granted and cancelled in connection with the Exchange Offer.

(3)	Certain of these stock options include options that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS.

(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 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	$	206	$	3,815	$	3,361

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


	As of December 31, 2022
	Options		Options
	Outstanding		Exercisable

	(In thousands)
Aggregate intrinsic value	$	11	$	1

DISH Network restricted stock unit and award activity associated with our employees 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	1,130,066	$	35.26	1,550,245	$	34.70	1,463,650	$	50.82
Granted	120,187	$	29.67	53,877	$	42.40	1,470,505	$	32.92
Vested (1)	(39,535)	$	28.92	(7,035)	$	60.76	(697,660)	$	63.81
Forfeited, cancelled and transferred (2)	(130,360)	$	31.41	(467,021)	$	33.84	(686,250)	$	35.14
Total restricted stock units/awards outstanding, end of period	1,080,358	$	35.33	1,130,066	$	35.26	1,550,245	$	34.70
Restricted Performance Units/Awards outstanding, end of period (3)	944,800	$	35.37	1,078,425	$	34.91	1,543,750	$	34.58

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

(2)	Certain of these restricted stock units/awards include restricted stock units/awards that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS.

(3)	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, DISH Network 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 DISH Network-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 550,000 stock options and 335,000 restricted stock units and awards.

2017 LTIP. On December 2, 2016, DISH Network 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 DISH Network-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 1,229,067 stock options.

2019 LTIP. On August 17, 2018, DISH Network adopted a long-term, performance-based stock incentive plan (the “2019 LTIP”). The 2019 LTIP provides stock options, which vest based on certain DISH Network-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 DISH Network attains the performance conditions described above, compensation related to the 2019 LTIP will be recorded based on DISH Network’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, DISH Network 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, DISH Network adopted a performance-based incentive plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides stock options, which vest based on certain DISH Network-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 DISH Network attains the performance conditions described above, compensation related to the 2022 Incentive Plan will be recorded based on DISH Network’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, DISH Network 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 year 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.

Other Employee Performance Awards. In addition to the above long-term, performance stock incentive plans, DISH Network has other stock awards that vest based on certain other DISH Network-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 DISH Network’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, DISH Network determined that certain performance conditions described above were probable of achievement and, as a result, we 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 for our employees 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	$	15,024	$	—	$	—
2019 LTIP		(131)		370		12,526
2013 LTIP		—		(10,550)		(741)
Other employee performance awards		3,711		7,827		4,370
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	18,604	$	(2,353)	$	16,155

(1)

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


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

	(In thousands)
Expense estimated to be recognized during 2023	$	6,346	$	1,676	$	2,068
Estimated contingent expense in or subsequent to 2023		4,653		5,365		—
Total estimated remaining expense over the term of the plan	$	10,999	$	7,041	$	2,068

Given the competitive nature of DISH Network’s 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 DISH Network-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 11.1 million stock options and 1.1 million restricted stock units and awards outstanding under the DISH Network stock incentive plans associated with our employees as of December 31, 2022, the following awards were outstanding pursuant to the performance-based stock incentive plans:


	As of December 31, 2022
Performance-Based Stock Options	Number of Awards	Weighted- Average Grant Price
2022 Incentive Plan	1,228,373	$	19.80
2019 LTIP	803,043	$	20.56
2017 LTIP	1,229,067	$	56.50
2013 LTIP (1)	550,000	$	40.38
Total	3,810,483	$	34.77

Restricted Performance Units/Awards
2013 LTIP	335,000
Other employee performance awards	609,800
Total	944,800

(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	$	5,817	$	4,170	$	7,194
Selling, general and administrative		34,915		7,660		23,477
Total non-cash, stock based compensation	$	40,732	$	11,830	$	30,671

As of December 31, 2022, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $39 million and will be recognized over a weighted-average period of approximately 4.4 years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest.

Valuation

The fair value of each stock option granted 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 DISH Network currently does not intend to declare dividends on its common stock, it 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 DISH Network’s stock options as new events or changes in circumstances become known.

Disaggregation of Revenue - Revenue from external customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue
Revenue	$ 12,378,208	$ 12,761,863	$ 12,727,629
Pay-TV video and related revenue
Disaggregation of Revenue
Revenue	12,273,150	12,649,285	12,576,470
Equipment sales and other revenue
Disaggregation of Revenue
Revenue	$ 105,058	$ 112,578	$ 151,159

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Disaggregation of Revenue - Revenue by geographic location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue
Revenue	$ 12,378,208	$ 12,761,863	$ 12,727,629
United States
Disaggregation of Revenue
Revenue	12,338,428	12,728,869	12,692,940
Canada and Mexico
Disaggregation of Revenue
Revenue	$ 39,780	$ 32,994	$ 34,689

- Definition

+ References

+ Details

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory

Schedule of inventory


	As of December 31,
	2022		2021

	(In thousands)
Finished goods	$	252,939	$	246,723
Work-in-process and service repairs		19,351		19,074
Raw materials		35,121		26,302
Total inventory	$	307,411	$	292,099

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) $ in Thousands	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Total
Balance at Dec. 31, 2019	$ 1,432,736	$ (449)	$ (12,366,909)	$ (10,934,622)
Increase (Decrease) in Stockholder's Equity
Non-cash, stock-based compensation	30,671			30,671
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		2		2
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		43		43
Foreign currency translation		(401)		(401)
Net income (loss)			1,584,302	1,584,302
Balance at Dec. 31, 2020	1,463,407	(805)	(10,782,607)	(9,320,005)
Increase (Decrease) in Stockholder's Equity
Non-cash, stock-based compensation	11,830			11,830
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		(122)		(122)
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		67		67
Sale of assets to DISH Network, net of deferred taxes of $2,292	16,937			16,937
Foreign currency translation		(402)		(402)
Net income (loss)			1,736,872	1,736,872
Balance at Dec. 31, 2021	1,492,174	(1,262)	(9,045,735)	(7,554,823)
Increase (Decrease) in Stockholder's Equity
Non-cash, stock-based compensation	40,732			40,732
Change in unrealized holding gains (losses) on available-for-sale debt securities, net		107		107
Deferred income tax (expense) benefit attributable to other comprehensive income (loss)		(45)		(45)
Foreign currency translation		(1,245)		(1,245)
Net income (loss)			1,810,745	1,810,745
Balance at Dec. 31, 2022	$ 1,532,906	$ (2,445)	$ (7,234,990)	$ (5,704,529)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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Stock-Based Compensation - Tax Benefits From Stock Awards Exercised (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock Options
Stock-Based Compensation
Tax benefit from stock awards exercised	$ 206	$ 3,815	$ 3,361

Long-Term Debt and Finance Lease Obligations - Long term debt (Details) - USD ($) $ in Thousands				12 Months Ended
	Feb. 11, 2022	Jun. 13, 2016	Nov. 20, 2014	Dec. 31, 2022	Dec. 31, 2021	Nov. 26, 2021	May 24, 2021	Jul. 01, 2020	Dec. 27, 2012
Long-term debt
Finance lease obligations				$ 69,206	$ 109,164
Percentage of principal amount at which notes may be required to be repurchased in event of change of control				101.00%
Additional advances to DISH network under Intercompany Loan	$ 1,500,000
5% Senior Notes due 2023
Long-term debt
Interest rate (as a percent)				5.00%					5.00%
Debt repurchased				$ 57,000
Outstanding debt				$ 1,443,000
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount									$ 1,500,000
Annual Debt Service Requirements				$ 75,000
5 7/8% Senior Notes due 2024
Long-term debt
Interest rate (as a percent)			5.875%	5.875%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount			$ 2,000,000
Term of debt instrument			10 years
Annual Debt Service Requirements				$ 117,500
7 3/4% Senior Notes due 2026
Long-term debt
Interest rate (as a percent)		7.75%		7.75%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount		$ 2,000,000
Term of debt instrument		10 years
Annual Debt Service Requirements				$ 155,000
5 1/4% Senior Secured Notes due 2026
Long-term debt
Interest rate (as a percent)				5.25%		5.25%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount						$ 2,750,000
Term of debt instrument				36 months
Annual Debt Service Requirements				$ 144,375
5 1/4% Senior Secured Notes due 2026 \| Redemption Prior to December 1, 2024
Long-term debt
Redemption price as a percentage of principal amount				100.00%
5 1/4% Senior Secured Notes due 2026 \| Redemption Prior to December 1, 2024 \| Maximum
Long-term debt
Percentage of principal amount redeemed				35.00%
5 1/4% Senior Secured Notes due 2026 \| Each Twelve Months period commencing with issuance date
Long-term debt
Redemption price as a percentage of principal amount				103.00%
5 1/4% Senior Secured Notes due 2026 \| Each Twelve Months period commencing with issuance date \| Maximum
Long-term debt
Percentage of principal amount redeemed				10.00%
7 3/8% Senior Notes due 2028
Long-term debt
Interest rate (as a percent)				7.375%				7.375%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount								$ 1,000,000
Annual Debt Service Requirements				$ 73,750
7 3/8% Senior Notes due 2028 \| Maximum
Long-term debt
Percentage of principal amount redeemed				35.00%
5 3/4% Senior Secured Notes due 2028
Long-term debt
Interest rate (as a percent)				5.75%		5.75%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount						$ 2,500,000
Term of debt instrument				36 months
Annual Debt Service Requirements				$ 143,750
5 3/4% Senior Secured Notes due 2028 \| Redemption Prior to December 1, 2024
Long-term debt
Redemption price as a percentage of principal amount				100.00%
5 3/4% Senior Secured Notes due 2028 \| Redemption Prior to December 1, 2024 \| Maximum
Long-term debt
Percentage of principal amount redeemed				35.00%
5 3/4% Senior Secured Notes due 2028 \| Each Twelve Months period commencing with issuance date
Long-term debt
Percentage of principal amount redeemed				10.00%
Redemption price as a percentage of principal amount				103.00%
5 1/8% Senior Notes due 2029
Long-term debt
Interest rate (as a percent)				5.125%			5.125%
Redemption price as a percentage of principal amount				100.00%
Aggregate principal amount							$ 1,500,000
Annual Debt Service Requirements				$ 76,875
5 1/8% Senior Notes due 2029 \| Redemption Prior to June 1, 2014 \| Maximum
Long-term debt
Percentage of principal amount redeemed				35.00%
D I S H D B S Corporation
Long-term debt
Carrying Amount				$ 13,211,508	15,271,012
Fair Value				10,986,747	15,481,517
Unamortized deferred financing costs and debt discounts, net				(35,206)	(42,547)
Finance lease obligations				69,206	109,164
Total long-term debt and finance lease obligations (including current portion)				$ 13,245,508	15,337,629
D I S H D B S Corporation \| 5 7/8% Senior Notes due 2022
Long-term debt
Carrying Amount					2,000,000
Fair Value					2,039,700
Interest rate (as a percent)				5.875%
D I S H D B S Corporation \| 5% Senior Notes due 2023
Long-term debt
Carrying Amount				$ 1,443,179	1,500,000
Fair Value				$ 1,441,635	$ 1,541,670
Interest rate (as a percent)				5.00%	5.00%
D I S H D B S Corporation \| 5 7/8% Senior Notes due 2024
Long-term debt
Carrying Amount				$ 2,000,000	$ 2,000,000
Fair Value				1,870,940	2,060,180
D I S H D B S Corporation \| 7 3/4% Senior Notes due 2026
Long-term debt
Carrying Amount				2,000,000	2,000,000
Fair Value				1,620,280	2,122,700
D I S H D B S Corporation \| 5 1/4% Senior Secured Notes due 2026
Long-term debt
Carrying Amount				2,750,000	2,750,000
Fair Value				2,336,813	2,792,900
D I S H D B S Corporation \| 7 3/8% Senior Notes due 2028
Long-term debt
Carrying Amount				1,000,000	1,000,000
Fair Value				708,320	1,017,060
D I S H D B S Corporation \| 5 3/4% Senior Secured Notes due 2028
Long-term debt
Carrying Amount				2,500,000	2,500,000
Fair Value				2,013,675	2,520,650
D I S H D B S Corporation \| 5 1/8% Senior Notes due 2029
Long-term debt
Carrying Amount				1,500,000	1,500,000
Fair Value				976,755	1,365,645
D I S H D B S Corporation \| Other notes payable
Long-term debt
Carrying Amount				18,329	21,012
Fair Value				$ 18,329	$ 21,012

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Fair Value Measurements (Details) - Fair value measurements on recurring basis - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair value of marketable securities
Cash equivalents (including restricted)	$ 650,523	$ 1,404,505
Total	282,733	1,670,739
U.S. Treasury and agency securities
Fair value of marketable securities
Debt securities	7,727
Commercial paper
Fair value of marketable securities
Debt securities	227,787	1,413,134
Corporate securities
Fair value of marketable securities
Debt securities	46,764	254,631
Other (including restricted)
Fair value of marketable securities
Debt securities	455	2,974
Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	99,437	60,085
Total	7,727
Level 1 \| U.S. Treasury and agency securities
Fair value of marketable securities
Debt securities	7,727
Level 2
Fair value of marketable securities
Cash equivalents (including restricted)	551,086	1,344,420
Total	275,006	1,670,739
Level 2 \| Commercial paper
Fair value of marketable securities
Debt securities	227,787	1,413,134
Level 2 \| Corporate securities
Fair value of marketable securities
Debt securities	46,764	254,631
Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt securities	$ 455	$ 2,974

Organization and Business Activities (Details) customer in Thousands	Dec. 31, 2022 customer
Pay TV Subscribers
Organization and Business Activities
Number of subscribers	9,750
DISH TV subscribers
Organization and Business Activities
Number of subscribers	7,416
Sling TV subscribers
Organization and Business Activities
Number of subscribers	2,334

Financial Information for Subsidiary Guarantors (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	May 24, 2021	Jul. 01, 2020	Jun. 13, 2016	Nov. 20, 2014	Dec. 27, 2012
Assets	$ 11,243,381	$ 11,862,682
Unrestricted Subsidiaries
Assets	$ 0
5% Senior Notes due 2023
Interest rate (as a percent)	5.00%						5.00%
5 7/8% Senior Notes due 2024
Interest rate (as a percent)	5.875%					5.875%
7 3/4% Senior Notes due 2026
Interest rate (as a percent)	7.75%				7.75%
7 3/8% Senior Notes due 2028
Interest rate (as a percent)	7.375%			7.375%
5 1/8% Senior Notes due 2029
Interest rate (as a percent)	5.125%		5.125%

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

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	$	572,754	$	486,736	$	394,824
State		133,475		106,594		88,449
Foreign		(4,255)		2,387		3,971
Total current (benefit) provision		701,974		595,717		487,244

Deferred (benefit) provision:
Federal		(95,995)		(31,424)		14,327
State		(20,720)		(7,090)		(2,161)
Increase (decrease) in valuation allowance		—		(2,790)		948
Total deferred (benefit) provision		(116,715)		(41,304)		13,114
Total (benefit) provision	$	585,259	$	554,413	$	500,358

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	3.5	3.5	3.6
Other, net	(0.1)	(0.3)	(0.6)
Total (benefit) provision for income taxes	24.4	24.2	24.0

Schedule of deferred tax assets and liabilities


	As of December 31,
	2022		2021

	(In thousands)
Deferred tax assets:
NOL, interest, credit and other carryforwards	$	7,642	$	7,679
Accrued and prepaid expenses		8,526		6,588
Stock-based compensation		19,374		11,545
Deferred revenue		7,344		7,703
Bases differences in partnerships and cost method investments		1,281		—
Total deferred tax assets		44,167		33,515
Valuation allowance		(7,679)		(7,679)
Deferred tax asset after valuation allowance		36,488		25,836

Deferred tax liabilities:
Depreciation		(235,498)		(316,002)
FCC authorizations and other intangible amortization		(153,738)		(176,640)
Bases difference in partnerships and other investments		—		(2,612)
Total deferred tax liabilities		(389,236)		(495,254)
Net deferred tax asset (liability)	$	(352,748)	$	(469,418)

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities


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

	(In thousands)
Balance as of beginning of period	$	198,511	$	188,141	$	208,152
Additions based on tax positions related to the current year		3,444		303		233
Additions based on tax positions related to prior years		9,523		12,095		1,800
Reductions based on tax positions related to prior years		(7,100)		(1,400)		(20,337)
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	$	204,378	$	198,511	$	188,141

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

18.Subsequent Events

On February 23, 2023, our parent, DISH Network, announced on its earnings call that it had experienced a network outage that affected internal servers and IT telephony. We immediately activated our incident response and business continuity plans designed to contain, assess and remediate the situation. The services of cyber-security experts and outside advisors were retained to assist in the evaluation of the situation. We have determined that the outage was due to a cyber-security incident and notified appropriate law enforcement authorities.

On February 27, 2023, we became aware that certain data was extracted from our IT systems as part of this incident. It is possible the investigation will reveal that the extracted data includes personal information. The measures described above are continuing while we, with the assistance of third-party experts and advisors, investigate the extent of the cyber-security incident.

The forensic investigation and assessment of the impact of this incident is ongoing. DISH TV and SLING TV remain operational; however our internal communications, customer call centers and internet sites have been affected. We are actively engaged in restoring the affected systems and are making steady progress.

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

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Unrealized Gains (Losses) On Marketable Investment Securities (Details) $ in Millions	Dec. 31, 2022 USD ($)
Contractual maturities of restricted and non-restricted marketable investment securities
Debt securities with contractual maturities within one year	$ 283

Stock-Based Compensation - Aggregate Intrinsic Value Of Stock Options (Details) - Stock Options - DISH Network Awards $ in Thousands	Dec. 31, 2022 USD ($)
Aggregate intrinsic value
Aggregate intrinsic value of stock options outstanding	$ 11
Aggregate intrinsic value of stock options exercisable	$ 1

Property and Equipment and Intangible Assets - FCC Authorizations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
FCC authorizations	$ 611,794	$ 611,794
FCC Authorizations
FCC authorizations	611,794	611,794
DBS Licenses \| FCC Authorizations
FCC authorizations	$ 611,794	$ 611,794

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 expense	$ 354,361	$ 439,004	$ 504,638
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization expense	191,712	244,735	290,006
Satellites
Depreciation and amortization expense
Depreciation and amortization expense	84,016	95,187	95,187
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization expense	$ 78,633	$ 99,082	$ 119,445

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Long-Term Performance Based Plans
Restricted stock unit activity
Vested (in shares)	0
Restricted Stock Units \| DISH Network Awards
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)	1,130,066	1,550,245	1,463,650
Granted (in shares)	120,187	53,877	1,470,505
Vested (in shares)	(39,535)	(7,035)	(697,660)
Forfeited and cancelled (in shares)	(130,360)	(467,021)	(686,250)
Total restricted stock units outstanding, end of period (in shares)	1,080,358	1,130,066	1,550,245
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)	$ 35.26	$ 34.70	$ 50.82
Granted (in dollars per share)	29.67	42.40	32.92
Vested (in dollars per share)	28.92	60.76	63.81
Forfeited and cancelled (in dollars per share)	31.41	33.84	35.14
Total restricted stock units outstanding, end of period (in dollars per share)	$ 35.33	$ 35.26	$ 34.70
Performance Based Restricted Stock Units \| DISH Network Awards
Restricted stock unit activity
Total restricted stock units outstanding, beginning of period (in shares)	1,078,425	1,543,750
Total restricted stock units outstanding, end of period (in shares)	944,800	1,078,425	1,543,750
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share)	$ 34.91	$ 34.58
Total restricted stock units outstanding, end of period (in dollars per share)	$ 35.37	$ 34.91	$ 34.58

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Contract cost capitalized during the period	$ 87	$ 117	$ 162
Amortization expense related to the programs	155	158	$ 123
Total costs capitalized	$ 230	$ 298
Maximum
Summary of Significant Accounting Policies
Period of deferral for the portion of subscriber fees that are deferred	1 year

Summary of Significant Accounting Policies - Principles of Consolidation and Research and Development (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant accounting policies
Maturity period of cash equivalents	90 days
Advertising Costs
Advertising expenses	$ 480	$ 431	$ 432
Research and Development
Research and development costs	$ 45	$ 29	$ 24
Minimum
Property and Equipment
Useful life of property and equipment	2 years
Business Combinations
Amortization of finite lived intangible assets useful life	13 years
Maximum
Property and Equipment
Useful life of property and equipment	40 years
Business Combinations
Amortization of finite lived intangible assets useful life	20 years
Long-Term Deferred Revenue, Distribution and Carriage Payments
Deferred upfront payment, amortization period	10 years