0001558370-24-004539 | 10-K | XBRL Viewer

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Related Party Transactions - NagraStar and Dish Mexico (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2017
Related Party Transaction [Line Items]
Amounts payable to NagraStar	$ 248,640	$ 385,899
NagraStar
Related Party Transaction [Line Items]
Interest on equity method investment	50.00%			50.00%
NagraStar \| Related Party
Related Party Transaction [Line Items]
Purchases from NagraStar	$ 37,068	43,416	$ 45,944
Amounts payable to NagraStar	9,821	7,422
Commitments to NagraStar	$ 1,727	$ 3,272

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Stock-Based Compensation

11.Stock-Based Compensation

DISH Network’s Merger with EchoStar

Upon the completion of the Merger with EchoStar, EchoStar adopted all of DISH Network’s stock compensation plans. In addition, in connection with the Merger, EchoStar assumed the share reserve under each of the DISH Network Corporation 2019 Stock Incentive Plan and the Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan to employees and directors who were employed by, or provided services to, DISH Network immediately prior to the effective time of the Merger.

At the Effective Time, each DISH Network stock option outstanding immediately prior to the Effective Time was converted automatically into an EchoStar stock option on substantially the same terms and conditions (including, if applicable, with respect to any performance-based vesting, subject to certain adjustments that may be made pursuant to the terms of the Amended Merger Agreement and to the extent necessary to reflect the consummation of the Merger and the other transactions contemplated by the Amended Merger Agreement), with respect to a number of shares of EchoStar Class A Common Stock equal to (i) the number of shares of DISH Network Common Stock subject to the corresponding DISH Network stock option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (with the resulting number rounded down to the nearest whole share), at an exercise price (rounded up to the nearest whole cent) equal to the exercise price of the corresponding DISH Network stock option immediately prior to the Effective Time divided by the Exchange Ratio.

At the Effective Time, each DISH Network restricted stock unit award outstanding immediately prior to the Effective Time was converted automatically into an EchoStar restricted stock unit award on substantially the same terms and conditions, with respect to a number of shares of EchoStar Class A Common Stock equal to (i) the number of shares of DISH Network Common Stock subject to the corresponding DISH Network restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (with the resulting number rounded to the nearest whole share).

Stock Incentive Plans

All information below includes the Merger conversion discussed above.

EchoStar maintains stock incentive plans to attract and retain officers, directors and key employees. Our employees participate in the EchoStar 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 EchoStar’s business and other operations of EchoStar. 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 EchoStar subsidiary that is not part of DISH DBS. As of December 31, 2023, EchoStar had outstanding under these plans stock options to acquire 3.3 million shares of EchoStar’s Class A common stock and 4 thousand restricted stock units and awards associated with our employees. Stock options granted on or prior to December 31, 2023 were granted with exercise prices equal to or greater than the market value of EchoStar’s Class A common stock at the date of grant and with a maximum term of approximately ten years. EchoStar accounts for forfeitures as they are incurred. While historically EchoStar 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 EchoStar-specific subscriber, operational and/or financial goals. As of December 31, 2023, EchoStar had 17.2 million shares of its Class A common stock available for future grant under the DISH Network 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, at that time) 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.

Stock Award Activity

EchoStar stock option activity associated with our employees was as follows:


	For the Year Ended December 31, 2023
	Options	Weighted- Average Exercise Price		Aggregate intrinsic value (In thousands)		Weighted Average Remaining Contractual Life
Total options outstanding, beginning of period	3,877,308	$	72.53
Granted	355,652	$	34.42
Exercised	—	$	—
Forfeited, cancelled and transferred (1)(2)	(944,927)	$	81.57
Total options outstanding, end of period	3,288,033	$	65.81	$	—	6.94
Performance-based options outstanding, end of period (3)	815,370	$	96.55
Exercisable at end of period	1,326,093	$	59.06	$	—	6.24

(1)	Includes the cancellation of the 2013 LTIP. See discussion below.

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

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

We realized tax benefits from stock awards exercised as follows:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Tax benefit from stock awards exercised	$	871	$	206	$	3,815

EchoStar restricted stock unit and award activity associated with our employees was as follows:


	For the Year Ended December 31, 2023
	Restricted Stock Units/Awards		Weighted- Average Grant Date Fair Value
Total restricted stock units/awards outstanding, beginning of period	379,073	$	100.69
Granted	5,534	$	17.18
Vested	(208,520)	$	92.71
Forfeited, cancelled and transferred (1)	(172,109)	$	107.22
Total restricted stock units/awards outstanding, end of period	3,978	$	120.95

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

The following table summarizes additional information about EchoStar stock options and restricted stock units and awards associated with our employees:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands, except per share amounts)
Stock options:
Weighted-average grant date fair value of options granted	$	34.42	$	66.92	$	115.57
Intrinsic value of options exercised (1)	$	—	$	61	$	6,370

Restricted stock units and awards:
Weighted-average grant date fair value of units and awards granted	$	17.18	$	84.56	$	120.84
Fair value of units and rewards vested (1)	$	4,030	$	874	$	262

(1) Intrinsic value and fair value is based on the closing market price of EchoStar’s Class A Common Stock on December 31, 2023.

Long-Term Performance-Based Plans

2013 LTIP. During 2013, EchoStar 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 EchoStar-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 190,149 stock options and 135,344 restricted stock units and awards.

2017 LTIP. On December 2, 2016, EchoStar 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 EchoStar-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, 2023, would result in the cancellation of 318,539 stock options.

2019 LTIP. On August 17, 2018, EchoStar adopted a long-term, performance-based stock incentive plan (the “2019 LTIP”). The 2019 LTIP provides stock options, which vest based on certain EchoStar-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 EchoStar attains the performance conditions described above, compensation related to the 2019 LTIP will be recorded based on EchoStar’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, 2023, 2022 and 2021, EchoStar determined that 85%, 89% and 90%, 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, 2023, 2022 and 2021, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2023, 2022 and 2021, approximately 78%, 75% and 69%, respectively, of the 2019 LTIP awards had vested. No additional awards will vest in future periods for the 2019 LTIP.

2022 Incentive Plan. On December 30, 2021, EchoStar adopted a performance-based incentive plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides stock options, which vest based on certain EchoStar-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 EchoStar attains the performance conditions described above, compensation related to the 2022 Incentive Plan will be recorded based on EchoStar’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, 2023, EchoStar 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, 2023 as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2023 and 2022, approximately 17% and 33%, respectively, of the 2022 Incentive Plan awards had vested.

Other Employee Performance Awards. In addition to the above long-term, performance stock incentive plans, EchoStar has other stock awards that vest based on certain other EchoStar-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 EchoStar’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, EchoStar 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, 2023, 2022 and 2021, 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)	2023		2022		2021

	(In thousands)
2022 Incentive Plan	$	5,573	$	15,024	$	—
2019 LTIP		(1,631)		(131)		370
2013 LTIP		—		—		(10,550)
Other employee performance awards		281		3,711		7,827
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	4,223	$	18,604	$	(2,353)

(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 2024	$	1,714	$	—	$	—
Estimated contingent expense subsequent to 2024		902		—		—
Total estimated remaining expense over the term of the plan	$	2,616	$	—	$	—

Given the competitive nature of EchoStar’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 other EchoStar-specific subscriber, operational and/or financial performance conditions were not probable as of December 31, 2023, that assessment could change in the future.

Of the 3.3 million stock options and 4 thousand restricted stock units and awards outstanding under the EchoStar stock incentive plans associated with our employees as of December 31, 2023, the following awards were outstanding pursuant to the performance-based stock incentive plans:


	As of December 31, 2023
Performance-Based Stock Options	Number of Awards	Weighted- Average Grant Price
2022 Incentive Plan	303,379	$	51.17
2019 LTIP	193,452	$	59.16
2017 LTIP	318,539	$	162.47
Total	815,370	$	96.55

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, 2023, 2022 and 2021 and was allocated to the same expense categories as the base compensation for such employees:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Cost of services	$	2,240	$	5,817	$	4,170
Selling, general and administrative		12,018		34,915		7,660
Total non-cash, stock based compensation	$	14,258	$	40,732	$	11,830

As of December 31, 2023, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $24 million and will be recognized over a weighted-average period of approximately 8.6 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, 2023, 2022 and 2021 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	2023							2022							2021
Risk-free interest rate		3.58	%	-		4.61	%		1.35	%	-		4.02	%		0.48	%	-		1.11	%
Volatility factor		34.30	%	-		41.25	%		32.67	%	-		34.84	%		29.91	%	-		34.51	%
Expected term of options in years		4.1		-		6.6			4.1		-		6.0			4.0		-		5.9
Fair value of options granted	$	7.40		-	$	7.77		$	5.97		-	$	9.27		$	6.20		-	$	8.32

While EchoStar currently does not intend to declare dividends on its Class A common stock, EchoStar 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 EchoStar’s stock options as new events or changes in circumstances become known.

Stock-Based Compensation (Details)		12 Months Ended
Stock-Based Compensation (Details)	Jul. 22, 2022 employee shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Sep. 30, 2022 $ / shares	Dec. 31, 2021 shares
Stock-Based Compensation
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		17,200,000
Employee Stock Option [Member]
Stock-Based Compensation
Stock Awards Outstanding (in shares)	9,000,000
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares				$ 20.00
Number of employees affected by stock option adjustment \| employee	500
Employee Stock Option [Member] \| Maximum
Stock-Based Compensation
Expiration term		10 years
Employee Stock Option [Member] \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		3,288,033	3,877,308		6.94
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares		$ 65.81	$ 72.53
Employee Stock Option [Member] \| Class A common stock \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		3,300,000
Employee Stock Option [Member] \| Long-Term Performance Based Plans \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		815,370
Outstanding, Weighted-Average Exercise Price (in dollars per share) \| $ / shares		$ 96.55
Restricted Stock Units
Stock-Based Compensation
Stock Awards Outstanding (in shares)		4,000
Restricted Stock Units \| DISH Network Awards
Stock-Based Compensation
Stock Awards Outstanding (in shares)		4,000

Long-Term Debt and Finance Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2023

Long-Term Debt and Finance Lease Obligations

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


		As of December 31,
		2023				2022
	Issuer	Carrying Amount		Fair Value		Carrying Amount		Fair Value

		(In thousands)
5% Senior Notes due 2023 (1)	DDBS	$	—	$	—	$	1,443,179	$	1,441,635
5 7/8% Senior Notes due 2024 (2)	DDBS		1,982,544		1,872,275		2,000,000		1,870,940
7 3/4% Senior Notes due 2026	DDBS		2,000,000		1,388,060		2,000,000		1,620,280
5 1/4% Senior Secured Notes due 2026	DDBS		2,750,000		2,366,073		2,750,000		2,336,813
7 3/8% Senior Notes due 2028	DDBS		1,000,000		600,160		1,000,000		708,320
5 3/4% Senior Secured Notes due 2028	DDBS		2,500,000		2,013,125		2,500,000		2,013,675
5 1/8% Senior Notes due 2029	DDBS		1,500,000		774,600		1,500,000		976,755
Other notes payable			42,678		42,678		18,329		18,329
Subtotal			11,775,222	$	9,056,971		13,211,508	$	10,986,747
Unamortized deferred financing costs and debt discounts, net			(26,812)				(35,206)
Finance lease obligations (3)			31,104				69,206
Total long-term debt and finance lease obligations (including current portion)		$	11,779,514			$	13,245,508

(1)	We had repurchased or redeemed the principal balance of our 5% Senior Notes due 2023 as of March 15, 2023, the instrument’s maturity date.

(2)

During the year ended December 31, 2023, we repurchased approximately $17 million of our 5 7/8% Senior Notes due 2024 in open market trades. The remaining balance of approximately $1.983 billion matures on November 15, 2024 and is included in “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2023.

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

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

Schedule of other long term debt and capital lease obligations


	As of December 31,
	2023		2022

	(In thousands)
Satellites and other finance lease obligations	$	31,104	$	69,206
Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0%		42,678		18,329
Total		73,782		87,535
Less: current portion		(41,432)		(40,922)
Other long-term debt and finance lease obligations, net of current portion	$	32,350	$	46,613

- 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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 373,641	$ 621,975
Marketable investment securities	397	282,733
Trade accounts receivable, net of allowance for credit losses of $34,884 and $40,642, respectively	619,604	660,808
Advances To Affiliates	421,457
Inventory	267,841	307,411
Interest receivable - DISH Network (Note 17)	17,761
Prepaids and other assets	147,740	174,522
Other current assets	2,306	2,413
Total current assets	1,850,747	2,049,862
Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities	54,980	53,525
Property and equipment, net	808,065	990,886
Regulatory authorizations, net	611,794	611,794
Other investments, net	90,168	93,806
Operating lease assets	92,972	130,454
Notes receivable - DISH Network (Note 17)	7,495,755	7,160,116
Interest receivable - DISH Network (Note 17)	19,322	36,912
Other noncurrent assets, net	107,987	116,026
Total noncurrent assets	9,281,043	9,193,519
Total assets	11,131,790	11,243,381
Current Liabilities:
Trade accounts payable	248,640	385,899
Deferred revenue and other	505,361	555,151
Accrued programming	1,427,762	1,298,777
Accrued interest	160,137	180,823
Other accrued expenses and liabilities	415,109	644,574
Current portion of long-term debt and finance lease obligations (Note 8)	2,023,976	1,484,101
Total current liabilities	4,780,985	4,549,325
Long-Term Obligations, Net of Current Portion:
Long-term debt and finance lease obligations, net of current portion (Note 8)	9,755,538	11,761,407
Deferred tax liabilities	268,170	352,748
Operating lease liabilities	61,381	75,142
Long-term deferred revenue and other long-term liabilities	211,414	209,288
Total long-term obligations, net of current portion	10,296,503	12,398,585
Total liabilities	15,077,488	16,947,910
Commitments and Contingencies (Note 12)
Stockholder's Equity (Deficit):
Common stock, $0.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding
Additional paid-in capital	1,547,164	1,532,906
Accumulated other comprehensive income (loss)	(2,501)	(2,445)
Accumulated earnings (deficit)	(5,490,361)	(7,234,990)
Total stockholder's equity (deficit)	(3,945,698)	(5,704,529)
Total liabilities and stockholder's equity (deficit)	$ 11,131,790	$ 11,243,381

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
Deferred taxes on sale of assets to DISH Network	$ 2,292

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details)	12 Months Ended
	Dec. 31, 2023
Commercial Paper
Other investment securities:
Debt term of Maturity	365 days
Corporate securities
Other investment securities:
Debt term of Maturity	18 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Paragraph 3
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

12.Commitments and Contingencies

Commitments

As of December 31, 2023, future maturities of our long-term debt, finance lease and contractual obligations are summarized as follows:


	Payments due by period
	Total		2024		2025		2026		2027		2028		Thereafter

	(In thousands)
Long-term debt obligations	$	11,775,222	$	1,992,872	$	9,425	$	4,757,972	$	8,423	$	3,501,538	$	1,504,992
Interest expense on long-term debt		2,532,110		712,442		595,606		595,205		295,379		294,636		38,842
Finance lease obligations (1)		31,104		31,104		—		—		—		—		—
Interest expense on finance lease obligations (1)		1,043		1,043		—		—		—		—		—
Other long-term obligations (2)		3,415,290		2,026,120		739,613		524,473		125,084		—		—
Operating lease obligations (1)		117,514		41,709		26,417		15,898		8,337		7,361		17,792
Purchase obligations		1,365,889		1,335,189		26,036		4,664		—		—		—
Total	$	19,238,172	$	6,140,479	$	1,397,097	$	5,898,212	$	437,223	$	3,803,535	$	1,561,626

(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.

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

The table above does not include $202 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, 2023. 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.

On March 20, 2023, DISH Network entered into a contract with Maxar Space LLC for the construction of EchoStar XXV, a DBS satellite that is capable of providing service to the CONUS and is intended to be used at the 110 degree orbital location. This satellite is expected to be launched during 2026. During the fourth quarter of 2023, DISH Network entered into an agreement with SpaceX for launch services for this satellite, which is expected to be launched during 2026. The satellite construction and launch costs for EchoStar XXV and any future lease obligations are not included in “Other long-term obligations” above.

DISH Network’s Spectrum and 5G Network Deployment

DISH Network has directly invested approximately $30 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, 2022 and 2023. DISH Network may need to make significant additional investments or partner with others to, among other things, continue 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 or EchoStar’s future efforts, including, among other things, any potential Northstar re-auction payment and SNR re-auction payment. There can be no assurance that DISH Network will realize a return on these wireless spectrum licenses or that DISH Network will be able to profitably these wireless spectrum licenses.

We will need to raise 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 EchoStar’s Annual Report on Form 10-K for the year ended December 31, 2023 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 2024 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 2024 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

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 EchoStar and DISH Network, our wholly-owned subsidiary DISH Network L.L.C., and EchoStar’s 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, and in May 2017, ClearPlay agreed to dismiss EchoStar and us as defendants, leaving DISH Network L.L.C. and DISH Technologies L.L.C. as the sole defendants.

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. 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 and DISH Technologies 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 (though not willfully), and awarded damages of $469 million. That verdict became moot on March 21, 2023, when the trial court indicated that it would grant DISH Network L.L.C.’s and DISH Technologies L.L.C.’s motion for judgment as a matter of law, thus effectively vacating the jury award. On June 2, 2023, the Court entered its formal order granting judgment as a matter of law. On December 12, 2023, the Court denied ClearPlay’s motion to alter or amend the judgment. ClearPlay has filed a notice of appeal to the United States Court of Appeals for the Federal Circuit.

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.

Data Breach Class Actions

On May 9, 2023, Susan Owen-Brooks, an alleged customer, filed a putative class action complaint against DISH Network in the United States District Court for the District of Colorado. She purports to represent a nationwide class of all individuals in the United States who allegedly had private information stolen as a result of the February 23, 2023 Cyber-security Incident (and a North Carolina statewide subclass of the same individuals). On behalf of the nationwide class, she alleges claims for contractual breaches, negligence and unjust enrichment (and, on behalf of the North Carolina subclass only, violation of the North Carolina Deceptive Trade Practices Act), and seeks monetary damages, injunctive relief and a declaratory judgment. Since that filing, ten additional putative class action complaints have been filed in the United States District Court for the District of Colorado, purporting to represent the same nationwide class of people, and Owen-Brooks has filed an amended complaint. On August 2, 2023, the Court issued an order consolidating the first ten cases (the eleventh was dismissed) and, on November 16, 2023, the plaintiffs filed a consolidated amended class action complaint.

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.

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. On June 21, 2023, the Court granted the motion of DISH Network L.L.C. and DISH Technologies L.L.C. to have the case transferred to the United States District Court for the District of Colorado.

In May 2023, 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 all claims of the 710 patent and the 122 patent and, on December 11, 2023, the United States Patent and Trademark Office entered decisions instituting each petition.

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. In August and September 2023, the Patent Office denied institution on the petitions challenging the 715 patent and the 576 patent. In September 2023, at the parties’ joint request, the Patent Office dismissed the petition challenging the 008 patent, as Entropic agreed to drop its claims against DISH Network on that patent.

Entropic Communications, LLC (second action)

On February 10, 2023, Entropic filed a second lawsuit against DISH Network 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, Cox and DirecTV. On September 7, 2023, the Court granted the motion of DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation to dismiss the claims arising from the 7,566 patent and the 910 patent on the grounds that they claimed in eligible subject matter. In January and February 2024, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the 249 patent, the 518 patent, the 759 patent, the 450 patent, the 539 patent, the ’0,566 patent, and the ’681 patent.

Freedom Patents

On April 7, 2023, Freedom Patents LLC 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. 8,284,686 (the “686 Patent”), entitled “Antenna/Beam Selection Training in MIMO Wireless LANS with Different Sounding Frames”; U.S. Patent No. 8,374,096 (the “096 Patent”), entitled “Method for Selecting Antennas and Beams in MIMO Wireless LANs”; and U.S. Patent No. 8,514,815 (the “815 Patent”), entitled “Training Signals for Selecting Antennas and Beams in MIMO Wireless LANs.” Similar complaints were also filed against Acer, Altice, Charter, Comcast and Verizon. In general, the asserted patents relate to the 802.11 wireless standard, and the products accused of infringement are the Wireless Joey, its access point, and certain Ring, Nest and Linksys products that we sell.

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 at that time, and DISH Network’s Retirement Plan Committee at that time 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, and on March 27, 2023, the district court judge granted the motion. As permitted by the Court’s order, the plaintiffs filed an amended complaint on April 10, 2023, which is limited to allegations regarding the alleged underperformance of the Fidelity Freedom Funds. On November 7, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the amended complaint be denied as to the duty to prudently monitor fund performance, but be granted as to the duty of loyalty and, on November 27, 2023, the district court judge entered an order adopting the recommendation.

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.

Lingam Securities Class Action (formerly Jaramillo)

On March 23, 2023, a securities fraud class action complaint was filed against DISH Network and Messrs. Ergen, Carlson and Orban in the United States District Court for the District of Colorado. The complaint is brought on behalf of a putative class of purchasers of DISH Network’s securities during the February 22, 2021 to February 27, 2023 class period. In general, the complaint alleges that DISH Network’s public statements during that period were false and misleading and contained material omissions, because they did not disclose that we allegedly maintained a deficient cyber-security and information technology infrastructure, were unable to properly secure customer data and our operations were susceptible to widespread service outages.

In August 2023, the Court appointed a new lead plaintiff and lead plaintiff’s counsel, and, on October 20, 2023, they filed an amended complaint that abandoned the original allegations. In their amended complaint, plaintiffs allege that, during the class period, the defendants concealed problems concerning the 5G network buildout that prevented scaling and commercializing the network to obtain enterprise customers. The amended complaint adds as individual defendants James S. Allen, DISH Network’s Senior Vice President and Chief Accounting Officer; John Swieringa, DISH Network’s President, Technology and Chief Operating Officer; Dave Mayo, DISH Network’s former Executive Vice President of Network Development; Marc Rouanne, DISH Network’s Executive Vice President and Chief Network Officer; and Stephen Bye, DISH Network’s former Executive Vice President and Chief Commercial Officer. After the defendants filed a motion to dismiss, the plaintiffs filed a further amended complaint, asserting the same theory, on February 23, 2024. The new complaint drops Erik Carlson, John Swieringa, Paul Orban and James Allen as individual defendants.

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’s, Sling TV L.L.C.’s, Sling Media L.L.C’s. and Arris Group, Inc.’s 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 HNS’ products and services infringes 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 settlements with the plaintiff, EchoStar and HNS were dismissed from the Original Texas Action in February 2019, and Arris Group, Inc. was dismissed from the Colorado Action in March 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 appealed that ruling to the United States Court of Appeals for the Federal Circuit, and on May 11, 2023, that Court affirmed the District Court’s summary judgment order. 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 as invalid over the cited prior art. On April 19, 2023, the Patent Trial and Appeal Board rejected Realtime Adaptive Streaming’s appeal and affirmed the examiner’s rejection of the asserted claims of the 610 patent. Realtime did not further appeal the Patent Trial and Appeal Board’s determination and, thus, the asserted claims of the 610 patent were canceled. As a result, DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. no longer face any possible exposure from this matter, and the liability phase of this case is concluded.

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 that appeal is now fully briefed and scheduled for oral argument on April 2, 2024.

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 DISH Network infringes U.S. Patent No. 9,392,302, entitled “System for providing improved facilities in time-shifted broadcasts” (the “302 patent”). 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 against DISH Network transferred to the United States District Court for the District of Colorado. On December 1, 2022, SafeCast filed an amended complaint naming our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. as defendants and withdrawing the allegations as to DISH Network. On June 22, 2023, DISH Network L.L.C. and DISH Technologies L.L.C. filed a petition with the United States Patent and Trademark Office challenging the validity of the asserted claims of the 302 patent. On August 28, 2023, the Court stayed the case pending resolution of the petition.

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.

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. The Federal Circuit heard oral argument on the 796 patent appeal on October 3, 2023, and affirmed the United States Patent and Trademark Office’s adverse final written decision on October 5, 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, and reexamination was ordered on April 17, 2023. On November 13, 2023, the United States Patent and Trademark Office confirmed the patentability of the claim challenged in our first petition.

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.

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, but on July 27, 2023, the United States Patent and Trademark Office confirmed the challenged claims of the 243 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.”

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 and briefing was completed on August 11, 2023.

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, at that time); 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 EchoStar’s Annual Report on Form 10-K for the year ended December 31, 2023 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.

On August 25, 2023, the FCC provided a sworn declaration stating that “the FCC considers … SNR and Northstar to have fully and timely satisfied their obligations to pay money to the Government arising from the AWS-3 Auction.” On that basis, on September 22, 2023, the Defendants filed a motion seeking partial summary judgment of no damages. On September 26, 2023, the Court denied the motion as premature. On March 8, 2024, the United States filed a motion to exercise its statutory prerogative to intervene in the case for the purpose of moving to dismiss it with prejudice, stating that the case is “unlikely to vindicate the United States’ interests and would needlessly expend the Government’s and this Court’s resources.”

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.

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.

Revenue Recognition - Contract Acquisition Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition
Balance at beginning of period	$ 230,146	$ 298,112	$ 338,893
Additions	71,931	86,740	116,922
Amortization expense	(126,392)	(154,706)	(157,703)
Balance at end of period	$ 175,685	$ 230,146	$ 298,112

Income Taxes and Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes and Accounting for Uncertainty in Income Taxes
Tax benefits related to credit carryforwards	$ 9,000
Cash paid for income taxes to DISH Network	622,512	$ 489,819	$ 562,268
Net operating loss carryforwards	0
Current (benefit) provision:
Federal	528,689	572,754	486,736
State	118,540	133,475	106,594
Foreign	2,475	(4,255)	2,387
Total current (benefit) provision	649,704	701,974	595,717
Deferred (benefit) provision:
Federal	(69,321)	(95,995)	(31,424)
State	(15,794)	(20,720)	(7,090)
Increase (decrease) in valuation allowance	515		(2,790)
Total deferred (benefit) provision	(84,600)	(116,715)	(41,304)
Total (benefit) provision	565,104	585,259	554,413
Income (loss) before income taxes	2,309,733	$ 2,396,004	$ 2,291,285
Income (loss) from foreign operations	$ 13,000
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)	3.40%	3.50%	3.50%
Other, net (as a percent)	0.10%	(0.10%)	(0.30%)
Total (benefit) provision for income taxes	24.50%	24.40%	24.20%
Deferred tax assets:
NOL, interest, credit and other carryforwards	$ 7,277	$ 7,642
Accrued and prepaid expenses	22,449	8,526
Stock-based compensation	16,686	19,374
Deferred revenue	6,118	7,344
Bases differences in partnerships and cost method investments	3,360	1,281
Total deferred tax assets	55,890	44,167
Valuation allowance	(8,194)	(7,679)
Deferred tax asset after valuation allowance	47,696	36,488
Deferred tax liabilities:
Depreciation	(193,564)	(235,498)
FCC authorizations and other intangible amortization	(122,302)	(153,738)
Total deferred tax liabilities	(315,866)	(389,236)
Net deferred tax asset (liability)	(268,170)	(352,748)
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	204,378	198,511	$ 188,141
Additions based on tax positions related to the current year	3,601	3,444	303
Additions based on tax positions related to prior years	2,892	9,523	12,095
Reductions based on tax positions related to prior years	(7,219)	(7,100)	(1,400)
Reductions based on tax positions related to settlements with taxing authorities	(834)
Reductions based on tax positions related to the lapse of the statute of limitations	(352)		(628)
Balance as of end of period	202,466	204,378	198,511
Unrecognized tax benefits if recognized, could favorably affect our effective tax rate	164,000
Interest and penalty (benefit) expense	14,000	8,000	$ 6,000
Accrued interest and penalties	$ 62,000	$ 49,000

Long-Term Debt and Finance Lease Obligations - Long term debt (Details) - USD ($) $ in Thousands			12 Months Ended
	Jun. 13, 2016	Nov. 20, 2014	Dec. 31, 2023	Jan. 16, 2024	Dec. 31, 2022	Nov. 26, 2021	May 24, 2021	Jul. 01, 2020
Long-term debt
Finance lease obligations			$ 31,104		$ 69,206
Percentage of principal amount at which notes may be required to be repurchased in event of change of control			101.00%
5% Senior Notes due 2023
Long-term debt
Interest rate (as a percent)			5.00%
5 7/8% Senior Notes due 2024
Long-term debt
Carrying Amount			$ 1,983,000
Interest rate (as a percent)		5.875%	5.875%
Debt repurchased			$ 17,000
Outstanding debt			$ 1,983,000
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
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			$ 11,775,222		13,211,508
Fair Value			9,056,971		10,986,747
Unamortized deferred financing costs and debt discounts, net			(26,812)		(35,206)
Finance lease obligations			31,104		69,206
Total long-term debt and finance lease obligations (including current portion)			$ 11,779,514		13,245,508
D I S H D B S Corporation \| 5% Senior Notes due 2023
Long-term debt
Carrying Amount					1,443,179
Fair Value					$ 1,441,635
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			$ 1,982,544		$ 2,000,000
Fair Value			$ 1,872,275		1,870,940
Interest rate (as a percent)			5.875%
D I S H D B S Corporation \| 5 7/8% Senior Notes due 2024 \| Subsequent event
Long-term debt
Interest rate (as a percent)				5.875%
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			$ 1,388,060		1,620,280
Interest rate (as a percent)			7.75%
D I S H D B S Corporation \| 7 3/4% Senior Notes due 2026 \| Subsequent event
Long-term debt
Interest rate (as a percent)				7.75%
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			$ 2,366,073		2,336,813
Interest rate (as a percent)			5.25%
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			$ 600,160		708,320
Interest rate (as a percent)			7.375%
D I S H D B S Corporation \| 7 3/8% Senior Notes due 2028 \| Subsequent event
Long-term debt
Interest rate (as a percent)				7.375%
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			$ 2,013,125		2,013,675
Interest rate (as a percent)			5.75%
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			$ 774,600		976,755
Interest rate (as a percent)			5.125%
D I S H D B S Corporation \| 5 1/8% Senior Notes due 2029 \| Subsequent event
Long-term debt
Interest rate (as a percent)				5.125%
D I S H D B S Corporation \| Other notes payable
Long-term debt
Carrying Amount			$ 42,678		18,329
Fair Value			$ 42,678		$ 18,329

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

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

Use of Estimates

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

Cash and Cash Equivalents

We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2023 and 2022 may consist of money market funds, government bonds, corporate notes and commercial paper. The amortized 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). Interest income from available for sale debt securities is reported in “Interest income, net” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

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

Receivables and Related Allowance for Credit Losses

General Accounts Receivable

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

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

Inventory

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

Property and Equipment

Property and equipment, including capitalized expenditures related to our satellites, are stated at cost less depreciation and impairment losses, if any. Capitalized expenditures include the cost of long-lived assets, plus the cost to construct the asset such as labor and overhead directly benefiting the asset. Interest is capitalized when pre-construction activity commences and ends once the asset is ready for its intended purpose. Our equipment leased to customers is generally capitalized when they are installed in customers’ homes. We have certain assets acquired under finance leases. The recorded costs of those assets are the present values of all lease payments. We amortize our finance lease right of use (“ROU”) assets over their respective lease terms.

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

Internal Use Software

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

Other Investments

Equity Method Investments

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

Cost Method Investments

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

Impairment Considerations

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

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

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

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

DBS Satellites

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

Finite-Lived Intangible Assets

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

Indefinite-Lived Intangible Assets and Goodwill

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

●

FCC licenses are a non-depleting asset;

●

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

●

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

●

maintenance expenditures to obtain future cash flows are not significant;

●

FCC licenses are not technologically dependent; and

●

we intend to use these assets indefinitely.

DBS Licenses

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

Goodwill

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

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

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

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

Business Combinations

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

Long-Term Deferred Revenue and Other Long-Term Liabilities

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

Sales Taxes

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

Income Taxes

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

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

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

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

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

We recognize an asset for the incremental costs of obtaining a contract with a customer 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 customer life or the contract term. These amounts are capitalized in “Prepaids and other 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

Lessee Accounting

We enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Substantially all of 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 liabilities” 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. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate for the same term as the underlying lease plus a credit spread as secured by our assets. For leases denominated in a currency different than U.S. dollar, IBR is estimated using the collateralized borrowing rate in the foreign currency using the U.S. dollar and foreign currency swap spread, when available. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

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

Lessor Accounting

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

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 non-lease service 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 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 costs related to the non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized.

Advertising Costs

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

Research and Development

Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $42 million, $45 million and $29 million for the years ended December 31, 2023, 2022 and 2021, respectively.

New Accounting Pronouncements

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

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

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

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities
Gains (losses) related to early redemption of debt	$ 1,262	$ (922)	$ (3,587)
Equity in earnings (losses) of affiliates	(1,202)	4,112	2,520
Other	458	1,276	247
Total	$ 518	$ 4,466	$ (820)

Property and Equipment - Satellites (Details)	12 Months Ended
Property and Equipment - Satellites (Details)	Dec. 31, 2023 item
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	9
Owned Satellites	2
Number of satellites leased from third parties	1
Dish Network \| Pay-TV Satellites
Property, Plant and Equipment [Line Items]
Number of satellites utilized under operating lease	6

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

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


	Payments due by period
	Total		2024		2025		2026		2027		2028		Thereafter

	(In thousands)
Long-term debt obligations	$	11,775,222	$	1,992,872	$	9,425	$	4,757,972	$	8,423	$	3,501,538	$	1,504,992
Interest expense on long-term debt		2,532,110		712,442		595,606		595,205		295,379		294,636		38,842
Finance lease obligations (1)		31,104		31,104		—		—		—		—		—
Interest expense on finance lease obligations (1)		1,043		1,043		—		—		—		—		—
Other long-term obligations (2)		3,415,290		2,026,120		739,613		524,473		125,084		—		—
Operating lease obligations (1)		117,514		41,709		26,417		15,898		8,337		7,361		17,792
Purchase obligations		1,365,889		1,335,189		26,036		4,664		—		—		—
Total	$	19,238,172	$	6,140,479	$	1,397,097	$	5,898,212	$	437,223	$	3,803,535	$	1,561,626

(1)

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

(2)

Supplemental Data - Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Data - Statements of Cash Flows

Schedule of supplemental cash flow and other non-cash data


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Cash paid for interest	$	747,332	$	899,382	$	636,934
Cash received for interest		19,972		20,967		4,263
Cash received for interest - Intercompany Loan		104,940		—		—
Cash paid for income taxes, net of (refunds)		12,951		29,000		31,025
Cash paid for income taxes to DISH Network		622,512		489,819		562,268
Vendor financing		26,751		—		164

Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Fair value transfer of assets from level 1 to level 2	$ 0	$ 0
Fair value transfer of assets from level 2 to level 1	0	0
Fair value transfer of assets to level 3	0	0
Fair value transfer of assets from level 3	0	0
Fair value transfer of liabilities from level 1 to level 2	0	0
Fair value transfer of liabilities from level 2 to level 1	0	0
Fair value transfer of liabilities to level 3	0	0
Fair value transfer of liabilities from level 3	$ 0	$ 0

Stock-Based Compensation - Restricted Stock Unit Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
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)	379,073
Granted (in shares)	5,534
Vested (in shares)	(208,520)
Forfeited and cancelled (in shares)	(172,109)
Total restricted stock units outstanding, end of period (in shares)	3,978
Weighted- Average Grant Date Fair Value
Total restricted stock units outstanding, beginning of period (in dollars per share) \| $ / shares	$ 100.69
Granted (in dollars per share) \| $ / shares	17.18
Vested (in dollars per share) \| $ / shares	92.71
Forfeited and cancelled (in dollars per share) \| $ / shares	107.22
Total restricted stock units outstanding, end of period (in dollars per share) \| $ / shares	$ 120.95

Subsequent Events (Details) $ in Billions	Jan. 10, 2024 USD ($) item	Jan. 16, 2024	Dec. 31, 2023	May 24, 2021	Jul. 01, 2020	Jun. 13, 2016	Nov. 20, 2014
5 7/8% Senior Notes due 2024
Subsequent Event [Line Items]
Interest rate (as a percent)			5.875%				5.875%
5 7/8% Senior Notes due 2024 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)			5.875%
7 3/4% Senior Notes due 2026
Subsequent Event [Line Items]
Interest rate (as a percent)			7.75%			7.75%
7 3/4% Senior Notes due 2026 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)			7.75%
7 3/8% Senior Notes due 2028
Subsequent Event [Line Items]
Interest rate (as a percent)			7.375%		7.375%
7 3/8% Senior Notes due 2028 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)			7.375%
5 1/8% Senior Notes due 2029
Subsequent Event [Line Items]
Interest rate (as a percent)			5.125%	5.125%
5 1/8% Senior Notes due 2029 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)			5.125%
Subsequent event \| Intercompany Loan [Member]
Subsequent Event [Line Items]
Proceeds from Related Party Debt \| $	$ 4.7
Subsequent event \| 5 7/8% Senior Notes due 2024 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)		5.875%
Subsequent event \| 7 3/4% Senior Notes due 2026 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)		7.75%
Subsequent event \| 7 3/8% Senior Notes due 2028 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)		7.375%
Subsequent event \| 5 1/8% Senior Notes due 2029 \| D I S H D B S Corporation
Subsequent Event [Line Items]
Interest rate (as a percent)		5.125%
DISH Network L.L.C. \| Subsequent event
Subsequent Event [Line Items]
Number of Dish TV Subscribers Held \| item	3,000,000

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

17.Related Party Transactions

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 accrues and is payable semiannually, and interest payments with respect to the Intercompany Loan are, at DISH Network’s option, payable in kind for the first two years. In the third year, beginning November 2023, a minimum of 50% of each interest payment due with respect to each tranche of the Intercompany Loan must be paid in cash. Thereafter, beginning in November 2024, interest payments must be paid in cash. Interest accrues: (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 is 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, 2023 and 2022, we recorded $441 million and $415 million, respectively, of “Interest income” on our Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2023 and 2022, “Notes receivable – DISH Network” was $7.496 billion and $7.160 billion including interest paid in kind, respectively, and “Interest receivable – DISH Network” was $37 million and $37 million, respectively, on our Consolidated Balance Sheets.

“Cost of services”

During the years ended December 31, 2023, 2022 and 2021, we incurred $206 million, $194 million and $219 million, respectively, for satellite capacity leased from DISH Network and telemetry, tracking and control and other professional services provided to us by DISH Network. DISH Network is 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. We lease satellite capacity on satellites owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. See “Satellites” in Note 6 for further information. The term of each lease is set forth below:

●

EchoStar X, XI, XIV and XVI. We lease all available capacity on the EchoStar X, XI, XIV and XVI satellites from a wholly-owned subsidiary of DISH Network. 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.

●

EchoStar XXIII. On March 1, 2023, we began leasing certain capacity on the EchoStar XXIII satellite from a wholly-owned subsidiary of DISH Network on a month to month basis.

●

Nimiq 5. DISH Network has 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 with the option to renew on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. We are receiving transponder service on all 32 of the DBS transponders on this satellite from DISH Network and have exercised our option to renew for a one-year period through September 2024. As discussed in Note 6, “Property and Equipment and Intangible Assets,” the Nimiq 5 satellite lease is accounted for as a finance lease. 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, 2023, 2022 and 2021, we recorded $34 million of “Depreciation and amortization” expense related to Nimiq 5 and $5 million, $8 million and $12 million of “Interest expense, net of amounts capitalized,” respectively.

●

QuetzSat-1. Our arrangement with DISH Network to receive service on 24 DBS transponders on the QuetzSat-1 satellite at the 77 degree orbital location expired in November 2021.

TT&C Agreement. We receive TT&C services from a wholly-owned subsidiary of DISH Network for certain satellites. 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 DISH Network are able to terminate the TT&C Agreement for any reason upon 12 months’ notice.

“Selling, general and administrative expenses”

During the years ended December 31, 2023, 2022 and 2021, we incurred $9 million, $11 million and $8 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. We lease 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. Our lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado from a wholly-owned subsidiary of DISH Network expired on December 31, 2021.

●

Cheyenne Lease Agreement. Our lease for certain space at 530 EchoStar Drive in Cheyenne, Wyoming from a wholly-owned subsidiary of DISH Network is for a period ending on December 31, 2031.

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, 2023, 2022 and 2021, the costs associated with these services were $115 million, $116 million and $91 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,
	2023		2022		2021

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	37,068	$	43,416	$	45,944

			As of December 31,
			2023		2022

			(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar			$	9,821	$	7,422
Commitments to NagraStar			$	1,727	$	3,272

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Stock-Based Compensation - Fair Value Of Stock Options Granted (Details) - Employee Stock Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Black-Scholes option valuation model, assumptions
Risk-free interest rate, low end of range (as a percent)	3.58%	1.35%	0.48%
Risk-free interest rate, high end of range (as a percent)	4.61%	4.02%	1.11%
Volatility factor, low end of range (as a percent)	34.30%	32.67%	29.91%
Volatility factor, high end of range (as a percent)	41.25%	34.84%	34.51%
DISH Network Awards
Black-Scholes option valuation model, assumptions
Weighted-average fair value of options granted (in dollars per share)	$ 34.42	$ 66.92	$ 115.57
Maximum
Black-Scholes option valuation model, assumptions
Expected term of options	6 years 7 months 6 days	6 years	5 years 10 months 24 days
Weighted-average fair value of options granted (in dollars per share)	$ 7.77	$ 9.27	$ 8.32
Minimum
Black-Scholes option valuation model, assumptions
Expected term of options	4 years 1 month 6 days	4 years 1 month 6 days	4 years
Weighted-average fair value of options granted (in dollars per share)	$ 7.40	$ 5.97	$ 6.20

Supplemental Data - Statements of Cash Flows

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021

	(In thousands)
Cash paid for interest	$	747,332	$	899,382	$	636,934
Cash received for interest		19,972		20,967		4,263
Cash received for interest - Intercompany Loan		104,940		—		—
Cash paid for income taxes, net of (refunds)		12,951		29,000		31,025
Cash paid for income taxes to DISH Network		622,512		489,819		562,268
Vendor financing		26,751		—		164

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

Stock-Based Compensation - LTIP (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Sep. 30, 2022	Jul. 22, 2022
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 14,258	$ 40,732	$ 11,830
Outstanding awards pursuant to performance-based stock incentive plans
Unrecognized compensation expense, weighted average period	8 years 7 months 6 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	$ 4,223	$ 18,604	(2,353)
2013 LTIP
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized			$ (10,550)
2019 LTIP
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement	85.00%	89.00%	90.00%
Percentage of awards vested	78.00%	75.00%		69.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ (1,631)	$ (131)	$ 370
2022 Incentive Plan
LTIP Terms
Vested (in Shares)	0
Share-based compensation additional disclosures
Percentage of performance goals probable of achievement	100.00%
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 5,573	$ 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	$ 281	$ 3,711	$ 7,827
Non-Performance Based Stock Awards
Outstanding awards pursuant to performance-based stock incentive plans
Unrecognized compensation expense	$ 24,000
DISH Network Awards
Share-based compensation additional disclosures
Percentage of stock awards vesting per year (as a percent)	20.00%
DISH Network Awards \| 2022 Incentive Plan
Estimated Remaining Non-Cash, Stock-Based Compensation Expense
Expense estimated to be recognized during 2022	$ 1,714
Estimated contingent expense subsequent to 2022	902
Total estimated remaining expense over the term of plan	$ 2,616
Employee Stock Option [Member]
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
Employee Stock Option [Member] \| 2013 LTIP
LTIP Terms
Cancelled (in shares)	190,149
Employee Stock Option [Member] \| 2017 LTIP
LTIP Terms
Cancelled (in shares)	318,539
Employee Stock Option [Member] \| DISH Network Awards
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	3,288,033	3,877,308	6.94	3,877,308
Weighted-Average Exercise Price (in dollars per share)	$ 65.81	$ 72.53		$ 72.53
Employee Stock Option [Member] \| DISH Network Awards \| Long-Term Performance Based Plans
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	815,370
Weighted-Average Exercise Price (in dollars per share)	$ 96.55
Employee Stock Option [Member] \| DISH Network Awards \| 2017 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	318,539
Weighted-Average Exercise Price (in dollars per share)	$ 162.47
Employee Stock Option [Member] \| DISH Network Awards \| 2019 LTIP
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	193,452
Weighted-Average Exercise Price (in dollars per share)	$ 59.16
Employee Stock Option [Member] \| DISH Network Awards \| 2022 Incentive Plan
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	303,379
Weighted-Average Exercise Price (in dollars per share)	$ 51.17
Restricted Stock Units
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	4,000
Restricted Stock Units \| 2013 LTIP
LTIP Terms
Cancelled (in shares)	135,344
Restricted Stock Units \| DISH Network Awards
LTIP Terms
Vested (in Shares)	208,520
Cancelled (in shares)	172,109
Outstanding awards pursuant to performance-based stock incentive plans
Performance Based Stock Options (in shares)	4,000
Subscriber-related
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 2,240	$ 5,817	$ 4,170
General and administrative
Recognized non-cash stock-based compensation expense
Non-cash stock-based compensation expense recognized	$ 12,018	$ 34,915	$ 7,660

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Schedule of related party transaction


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	37,068	$	43,416	$	45,944

			As of December 31,
			2023		2022

			(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar			$	9,821	$	7,422
Commitments to NagraStar			$	1,727	$	3,272

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Depreciation and amortization expense
Depreciation and amortization expense	$ 315,660	$ 354,361	$ 439,004
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization expense	166,918	191,712	244,735
Satellites
Depreciation and amortization expense
Depreciation and amortization expense	80,292	84,016	95,187
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization expense	$ 68,450	$ 78,633	$ 99,082

Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for interest	$ 747,332	$ 899,382	$ 636,934
Cash received for interest	19,972	20,967	4,263
Cash paid for income taxes	12,951	29,000	31,025
Cash paid for income taxes to DISH Network	622,512	$ 489,819	562,268
Vendor financing	26,751		$ 164
Intercompany Loan [Member]
Cash received for interest	$ 104,940

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment
Total property and equipment	$ 4,344,935	$ 4,431,071
Accumulated depreciation	(3,536,870)	(3,440,185)
Property and equipment, net	$ 808,065	990,886
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	$ 1,175,734	1,309,737
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	174,685
Depreciable life of assets	5 years
Furniture, fixtures, equipment and other
Property and Equipment
Total property and equipment	$ 755,163	753,138
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	10 years
Software
Property and Equipment
Total property and equipment	$ 1,197,632	1,161,392
Software \| Minimum
Property and Equipment
Depreciable life of assets	3 years
Software \| Maximum
Property and Equipment
Depreciable life of assets	5 years
Buildings and improvements
Property and Equipment
Total property and equipment	$ 294,890	295,375
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	$ 45,413	$ 35,326

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2023

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, 2023:
Total revenue	$	2,946,411	$	2,951,159	$	2,783,387	$	2,793,268
Operating income (loss)		652,899		684,470		582,280		677,789
Net income (loss)		433,283		457,638		388,754		464,954

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

Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
Contract liabilities	$ 427,319	$ 481,220
Contract liability recorded as customer contract revenue	$ 478,000

Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Maturities of lease liabilities: Operating leases
2024	$ 41,709
2025	26,417
2026	15,898
2027	8,337
2028	7,361
Thereafter	17,792
Total lease payments	117,514
Less: Imputed interest	(19,515)
Total operating lease liabilities	97,999	$ 135,345
Less: Current portion	(36,618)	(60,203)
Long-term portion of lease obligations	61,381	75,142
Maturities of lease liabilities: Finance leases
2024	32,147
Total lease payments	32,147
Less: Imputed interest	(1,043)
Total finance lease liabilities	31,104	69,206
Less: Current portion	(31,104)	(38,102)
Long-term portion of lease obligations		$ 31,104
Future minimum payments for total lease liabilities
2024	73,856
2025	26,417
2026	15,898
2027	8,337
2028	7,361
Thereafter	17,792
Total lease payments	149,661
Less: Imputed interest	(20,558)
Total	129,103
Less: Current portion	(67,722)
Long-term portion of lease obligations	$ 61,381

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash Flows From Operating Activities:
Net income (loss)	$ 1,744,629	$ 1,810,745	$ 1,736,872
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	315,660	354,361	439,004
Impairment of long-lived assets (Note 6)	6,457
Realized and unrealized losses (gains) on investments and other	(1,262)	922	3,587
Non-cash, stock-based compensation	14,258	40,732	11,830
Deferred tax expense (benefit)	(84,600)	(116,715)	(41,304)
Changes in allowance for credit losses	(5,758)	7,781	(10,372)
Other, net	37,540	63,194	51,842
Non-cash interest income - DISH Network	(318,050)	(415,188)
Changes in current assets and current liabilities:
Trade accounts receivable	46,962	(67,036)	24,037
Inventory	36,925	(11,143)	(38,405)
Other current assets	12,865	93,482	2,538
Trade accounts payable	(128,331)	(145,552)	206,862
Deferred revenue and other	(49,790)	(47,370)	(64,705)
Accrued programming and other accrued expenses	(98,474)	(840)	28,276
Net cash flows from operating activities	1,529,031	1,567,373	2,350,062
Cash Flows From Investing Activities:
(Purchases) Sales and maturities of marketable investment securities, net	282,350	1,388,113	(1,538,268)
Purchases of property and equipment	(132,607)	(122,477)	(156,860)
Proceeds from sale of assets to DISH Network, net of tax			60,369
Notes receivable - DISH Network		(1,500,000)	(5,250,000)
Advances to/from affiliates	(421,457)
Other, net	5,016	5,313	8,572
Net cash flows from investing activities	(266,698)	(229,051)	(6,876,187)
Cash Flows From Financing Activities:
Repayment of long-term debt and finance lease obligations	(49,850)	(33,713)	(54,162)
Redemption and repurchases of senior notes	(1,460,635)	(2,056,821)	(2,000,000)
Proceeds from issuance of senior notes			6,750,000
Debt issuance costs			(34,459)
Other, net	1,273	(906)	(3,368)
Net cash flows from financing activities	(1,509,212)	(2,091,440)	4,658,011
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents	(246,879)	(753,118)	131,886
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 4)	675,500	1,428,618	1,296,732
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 4)	$ 428,621	$ 675,500	$ 1,428,618

Summary of Significant Accounting Policies - Leases (Details)	12 Months Ended
	Dec. 31, 2023
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

Disaggregation of Revenue - Revenue from external customers (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue
Revenue	$ 11,474,225	$ 12,378,208	$ 12,761,863
Pay-TV subscriber and related revenue
Disaggregation of Revenue
Revenue	11,320,526	12,281,346	12,661,766
Equipment sales and other revenue
Disaggregation of Revenue
Revenue	$ 153,699	$ 96,862	$ 100,097

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Property and Equipment - FCC Authorizations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Regulatory authorizations, net	$ 611,794	$ 611,794
FCC Authorizations
Regulatory authorizations, net	611,794	611,794
DBS Licenses \| FCC Authorizations
Regulatory authorizations, net	$ 611,794	$ 611,794

Commitments and Contingencies - Narrative (Details) - USD ($)			12 Months Ended
	Sep. 20, 2022	Sep. 23, 2016	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies
Contractual obligation			$ 19,238,172,000
Unrecognized tax benefits			$ 202,466,000	$ 204,378,000	$ 198,511,000	$ 188,141,000
Maximum
Commitments and Contingencies
Term of programming contracts			10 years
Minimum
Commitments and Contingencies
Term of programming contracts			1 year
Dish Network
Commitments and Contingencies
Payment to acquire certain wireless licenses and related assets			$ 30,000,000,000
Dish Network \| Spectrum Investments
Commitments and Contingencies
5G Network deployment			10,000,000,000	$ 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
ClearPlay, Inc.
Commitments and Contingencies
Loss contingency			469,000,000
TQ Delta LLC
Commitments and Contingencies
Loss contingency			251,000,000
Realtime Adaptive Streaming Litigation
Commitments and Contingencies
Attorney fees awarded	$ 3,900,000
Interest Expense [Member]
Commitments and Contingencies
Contractual obligation			$ 1,043,000

Property and Equipment - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets
Intangible Assets	$ 104,545	$ 104,545
Accumulated Amortization	(100,915)	(100,261)
Amortization expenses	$ 1,000	1,000	$ 1,000
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	(55,623)	(55,079)
Trademarks
Intangible Assets
Intangible Assets	18,251	18,251
Accumulated Amortization	(17,160)	(17,050)
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)

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

12 Months Ended

Dec. 31, 2023

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,
	2023		2022

	(In thousands)
Marketable investment securities:
Current marketable investment securities	$	397	$	282,733

Restricted cash and cash equivalents (1)		54,980		53,525

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

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

Other Investments, net

We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investments, net” on our Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and are recorded at fair value. Generally, our debt investments in non-publicly traded debt instruments without a readily determinable fair value are recorded at amortized cost. Our equity investments where we have the ability to exercise significant influence over the investee are accounted for using the equity method of accounting. 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. The three main technologies NagraStar provides to its customers are microchips, set-top box software, and uplink computer systems. NagraStar also provides end-to-end platform security testing services.

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

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,
	2023								2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	411,571	$	358,545	$	53,026	$	—	$	650,523	$	99,437	$	551,086	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	—	$	—	$	—	$	—	$	7,727	$	7,727	$	—	$	—
Commercial paper		—		—		—		—		227,787		—		227,787		—
Corporate securities		—		—		—		—		46,764		—		46,764		—
Other		397		—		397		—		455		—		455		—
Total	$	397	$	—	$	397	$	—	$	282,733	$	7,727	$	275,006	$	—

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

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:	2023		2022		2021

	(In thousands)
Gains (losses) related to early redemption of debt	$	1,262	$	(922)	$	(3,587)
Equity in earnings (losses) of affiliates		(1,202)		4,112		2,520
Other		458		1,276		247
Total	$	518	$	4,466	$	(820)

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

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	2023		2022		2021

	(In thousands)
Matching contributions, net of forfeitures	$	10,966	$	10,150	$	7,525
Discretionary stock contributions, net of forfeitures	$	52	$	11,150	$	24,347

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Summary of the components of lease expense


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Operating lease cost (1)	$	70,262	$	166,599	$	217,635

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

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

(1)

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

(2)

Leases that have terms of 12 months or less.

(3)

The decrease in finance lease cost is primarily related to the Anik F3 finance lease that 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,
	2023		2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	96,195	$	138,318	$	213,135
Operating cash flows from finance leases	$	6,633	$	6,733	$	13,002
Financing cash flows from finance leases	$	47,030	$	31,030	$	51,608

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	30,657	$	74,317	$	22,780
Finance leases	$	—	$	—	$	—

Summary of supplemental balance sheet information related to leases


	As of December 31,
	2023		2022

	(In thousands)
Operating Leases:
Operating lease assets	$	92,972	$	130,454

Other current liabilities	$	36,618	$	60,203
Operating lease liabilities		61,381		75,142
Total operating lease liabilities	$	97,999	$	135,345

Finance Leases:
Property and equipment, gross	$	175,704	$	175,704
Accumulated depreciation		(149,917)		(115,469)
Property and equipment, net	$	25,787	$	60,235

Other current liabilities	$	31,104	$	38,102
Other long-term liabilities		—		31,104
Total finance lease liabilities	$	31,104	$	69,206

Weighted Average Remaining Lease Term:
Operating leases		4.1 years		3.7 years
Finance leases		0.8 years		1.8 years

Weighted Average Discount Rate:
Operating leases		8.3%		7.2%
Finance leases		10.0%		10.0%

Summary of maturities of finance lease liabilities

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


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

	(In thousands)
2024	$	41,709	$	32,147	$	73,856
2025		26,417		—		26,417
2026		15,898		—		15,898
2027		8,337		—		8,337
2028		7,361		—		7,361
Thereafter		17,792		—		17,792
Total lease payments		117,514		32,147		149,661
Less: Imputed interest		(19,515)		(1,043)		(20,558)
Total		97,999		31,104		129,103
Less: Current portion		(36,618)		(31,104)		(67,722)
Long-term portion of lease obligations	$	61,381	$	—	$	61,381

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Feb. 28, 2017
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities:
Current marketable investment securities	$ 397	$ 282,733
Restricted cash and cash equivalents	54,980	53,525
Other investment securities	90,168	93,806
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities	$ 145,545	$ 430,064
NagraStar
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities:
Ownership interest in equity method investment	50.00%		50.00%
Number of technologies provided to customers \| item	3
Invidi Technologies Corporation
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities:
Ownership interest in equity method investment	35.00%

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

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021

	(In thousands)
Current (benefit) provision:
Federal	$	528,689	$	572,754	$	486,736
State		118,540		133,475		106,594
Foreign		2,475		(4,255)		2,387
Total current (benefit) provision		649,704		701,974		595,717

Deferred (benefit) provision:
Federal		(69,321)		(95,995)		(31,424)
State		(15,794)		(20,720)		(7,090)
Increase (decrease) in valuation allowance		515		—		(2,790)
Total deferred (benefit) provision		(84,600)		(116,715)		(41,304)
Total (benefit) provision	$	565,104	$	585,259	$	554,413

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


	For the Years Ended December 31,
	2023	2022	2021

	% of pre-tax income/(loss)
Statutory rate	21.0	21.0	21.0
State income taxes, net of federal benefit	3.4	3.5	3.5
Other, net	0.1	(0.1)	(0.3)
Total (benefit) provision for income taxes	24.5	24.4	24.2

Schedule of deferred tax assets and liabilities


	As of December 31,
	2023		2022

	(In thousands)
Deferred tax assets:
NOL, interest, credit and other carryforwards	$	7,277	$	7,642
Accrued and prepaid expenses		22,449		8,526
Stock-based compensation		16,686		19,374
Deferred revenue		6,118		7,344
Bases differences in partnerships and cost method investments		3,360		1,281
Total deferred tax assets		55,890		44,167
Valuation allowance		(8,194)		(7,679)
Deferred tax asset after valuation allowance		47,696		36,488

Deferred tax liabilities:
Depreciation		(193,564)		(235,498)
Regulatory authorizations and other intangible amortization		(122,302)		(153,738)
Total deferred tax liabilities		(315,866)		(389,236)
Net deferred tax asset (liability)	$	(268,170)	$	(352,748)

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	2023		2022		2021

	(In thousands)
Balance as of beginning of period	$	204,378	$	198,511	$	188,141
Additions based on tax positions related to the current year		3,601		3,444		303
Additions based on tax positions related to prior years		2,892		9,523		12,095
Reductions based on tax positions related to prior years		(7,219)		(7,100)		(1,400)
Reductions based on tax positions related to settlements with taxing authorities		(834)		—		—
Reductions based on tax positions related to the lapse of the statute of limitations		(352)		—		(628)
Balance as of end of period	$	202,466	$	204,378	$	198,511

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Employee Benefit Plans

Employee Benefit Plans

10.Employee Benefit Plans

Employee Stock Purchase Plan

Our employees may participate in the EchoStar employee stock purchase plan (the “ESPP”), in which EchoStar is authorized to issue up to 5.0 million shares of Class A common stock. At December 31, 2023, EchoStar had 0.5 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 EchoStar 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 EchoStar’s capital stock under all of EchoStar’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 EchoStar’s Class A common stock on the last business day of each calendar quarter in which such shares of EchoStar’s Class A common stock are deemed sold to an employee under the ESPP.

401(k) Employee Savings Plans

EchoStar sponsors a 401(k) Employee Savings Plan (the “DISH Network 401(k) Plan”) for our eligible employees. Voluntary employee contributions to the DISH Network 401(k) Plan may be matched 50% by EchoStar, subject to a maximum annual contribution of $2,500 per employee. Forfeitures of unvested participant balances which are retained by the DISH Network 401(k) Plan may be used to fund matching and discretionary contributions. EchoStar’s Board of Directors may also authorize an annual discretionary contribution to the DISH Network 401(k) Plan, subject to the maximum deductible limit provided by the Internal Revenue Code of 1986, as amended. These contributions may be made in cash or in EchoStar’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	2023		2022		2021

	(In thousands)
Matching contributions, net of forfeitures	$	10,966	$	10,150	$	7,525
Discretionary stock contributions, net of forfeitures	$	52	$	11,150	$	24,347

- Definition

The entire disclosure for retirement benefits.

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+ Details

Leases - Components of lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease cost	$ 70,262	$ 166,599	$ 217,635
Short-term lease cost	169,159	74,514	33,456
Amortization of right-of-use assets	34,448	38,322	49,496
Interest on lease liabilities	4,845	8,566	13,122
Total finance lease cost	39,293	46,888	62,618
Total lease costs	$ 278,714	$ 288,001	$ 313,709

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, 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
Other comprehensive income (loss)		(457)		(457)
Sale of assets to DISH Network, net of deferred taxes of $2,292	16,937			16,937
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
Other comprehensive income (loss)		(1,183)		(1,183)
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)
Increase (Decrease) in Stockholder's Equity
Non-cash, stock-based compensation	14,258			14,258
Other comprehensive income (loss)		(56)		(56)
Net income (loss)			1,744,629	1,744,629
Balance at Dec. 31, 2023	$ 1,547,164	$ (2,501)	$ (5,490,361)	$ (3,945,698)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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- 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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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Leases (Details)	12 Months Ended
Leases (Details)	Dec. 31, 2023
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

Summary of Significant Accounting Policies - Principles of Consolidation and Research and Development (Details) - USD ($) $ in Millions	12 Months Ended			24 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Significant accounting policies
Maturity period of cash equivalents	90 days
Business Combinations
Impairment of long-lived assets and goodwill (Note 2)	$ 6			$ 0
Advertising Costs
Advertising expenses	365	$ 480	$ 431
Research and Development
Research and development costs	$ 42	$ 45	$ 29
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 and Other Long-Term Liabilities
Deferred upfront payment, amortization period	10 years

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment and Intangible Assets

Schedule of property and equipment


	Depreciable
	Life	As of December 31,
	(In Years)	2023		2022

		(In thousands)
Equipment leased to customers	2-5	$	1,175,734	$	1,309,737
EchoStar XV	15		277,658		277,658
EchoStar XVIII	15		411,255		411,255
Satellites acquired under finance lease agreements	5		174,685		174,685
Furniture, fixtures, equipment and other	2-10		755,163		753,138
Software and computer equipment	3-5		1,197,632		1,161,392
Buildings and improvements	5-40		294,890		295,375
Land	-		12,505		12,505
Construction in progress	-		45,413		35,326
Total property and equipment			4,344,935		4,431,071
Accumulated depreciation			(3,536,870)		(3,440,185)
Property and equipment, net		$	808,065	$	990,886

Schedule of pay-TV satellite fleet

As of December 31, 2023, 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

Under Construction:
EchoStar XXV	2026	110	N/A

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

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

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

Schedule of identifiable intangibles subject to amortization


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

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

Schedule of estimated future amortization of identifiable intangible assets


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

Schedule of FCC Authorizations


	As of December 31,
	2023		2022

	(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 (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022

	(In thousands)
Marketable investment securities:
Current marketable investment securities	$	397	$	282,733

Restricted cash and cash equivalents (1)		54,980		53,525

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

(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

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


	As of December 31,
	2023								2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	411,571	$	358,545	$	53,026	$	—	$	650,523	$	99,437	$	551,086	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	—	$	—	$	—	$	—	$	7,727	$	7,727	$	—	$	—
Commercial paper		—		—		—		—		227,787		—		227,787		—
Corporate securities		—		—		—		—		46,764		—		46,764		—
Other		397		—		397		—		455		—		455		—
Total	$	397	$	—	$	397	$	—	$	282,733	$	7,727	$	275,006	$	—

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



	For the Years Ended December 31,
Other, net:	2023		2022		2021

	(In thousands)
Gains (losses) related to early redemption of debt	$	1,262	$	(922)	$	(3,587)
Equity in earnings (losses) of affiliates		(1,202)		4,112		2,520
Other		458		1,276		247
Total	$	518	$	4,466	$	(820)

Organization and Business Activities

12 Months Ended

Dec. 31, 2023

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.

Recent Developments

Merger with EchoStar

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

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

With the Merger complete, we are currently focused on the process of integrating our and EchoStar’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”).

Future Capital Requirements

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

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

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

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

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

Pay-TV

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

Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating cash flows from operating leases	$ 96,195	$ 138,318	$ 213,135
Operating cash flows from finance leases	6,633	6,733	13,002
Financing cash flows from finance leases	47,030	31,030	51,608
Right-of-use assets obtained in exchange for lease obligations, operating leases	$ 30,657	$ 74,317	$ 22,780

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory

Schedule of inventory


	As of December 31,
	2023		2022

	(In thousands)
Finished goods	$	208,049	$	252,939
Work-in-process and service repairs		35,457		19,351
Raw materials		24,335		35,121
Total inventory	$	267,841	$	307,411

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Disaggregation of Revenue

12 Months Ended

Dec. 31, 2023

Disaggregation of Revenue

Disaggregation of Revenue

14.Disaggregation of Revenue

Geographic Information. Revenue is attributed to geographic regions based upon the customer billing location. Long-lived assets are associated with the geographic regions based upon the location where the asset resides. All revenue was derived from North America, with all service revenue coming from the United States. Substantially all of our long-lived assets reside in the United States.

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



	For the Years Ended December 31,
Category:	2023		2022		2021
				(In thousands)
Pay-TV subscriber and related revenue	$	11,320,526	$	12,281,346	$	12,661,766
Pay-TV equipment sales and other revenue		153,699		96,862		100,097
Total	$	11,474,225	$	12,378,208	$	12,761,863

Financial Information for Subsidiary Guarantors

12 Months Ended

Dec. 31, 2023

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 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.

Stock-Based Compensation - Tax Benefits From Stock Awards Exercised (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Option [Member]
Stock-Based Compensation
Tax benefit from stock awards exercised	$ 871	$ 206	$ 3,815

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation - Stock Options Outstanding And Exercisable Associated With Employees (Details) - Employee Stock Option [Member] - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jul. 22, 2022	Dec. 31, 2021
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
DISH Network Awards
Exercise prices for stock options outstanding and exercisable:
Number of stock options outstanding (in shares)	3,288,033	3,877,308			6.94
Outstanding, Weighted-Average Exercise Price (in dollars per share)	$ 65.81	$ 72.53
Number of stock options exercisable	1,326,093				6.24
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 59.06

Commitments and Contingencies - Future maturities of other long term obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitment and Contingencies
2024	$ 6,140,479
2025	1,397,097
2026	5,898,212
2027	437,223
2028	3,803,535
Thereafter	1,561,626
Total	19,238,172
Long-term debt obligations
Commitment and Contingencies
2024	1,992,872
2025	9,425
2026	4,757,972
2027	8,423
2028	3,501,538
Thereafter	1,504,992
Total	11,775,222
Interest expense on long-term debt
Commitment and Contingencies
2024	712,442
2025	595,606
2026	595,205
2027	295,379
2028	294,636
Thereafter	38,842
Total	2,532,110
Finance lease obligations
Commitment and Contingencies
2024	31,104
Total	31,104
Interest Expense [Member]
Commitment and Contingencies
2024	1,043
Total	1,043
Other long-term obligations
Commitment and Contingencies
2024	2,026,120
2025	739,613
2026	524,473
2027	125,084
Total	3,415,290
Operating lease obligations
Commitment and Contingencies
2024	41,709
2025	26,417
2026	15,898
2027	8,337
2028	7,361
Thereafter	17,792
Total	117,514
Purchase obligations
Commitment and Contingencies
2024	1,335,189
2025	26,036
2026	4,664
Total	$ 1,365,889

Employee Benefit Plans (Details) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Expense recognized related to 401(k) plan
Matching contributions, net of forfeitures	$ 10,966,000	$ 10,150,000	$ 7,525,000
Discretionary stock contributions, net of forfeitures	$ 52,000	$ 11,150,000	$ 24,347,000
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)	5.0
Shares of common stock available for future grant under stock incentive plans	0.5
Purchase price as percentage of closing market price on the last business day of each calendar quarter under ESPP	85.00%

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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	Yes
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	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	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023:
Total revenue	$	2,946,411	$	2,951,159	$	2,783,387	$	2,793,268
Operating income (loss)		652,899		684,470		582,280		677,789
Net income (loss)		433,283		457,638		388,754		464,954

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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Allowance for credit losses	$ 34,884	$ 40,642
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
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

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contract cost capitalized during the period	$ 71,931	$ 86,740	$ 116,922
Amortization expense related to the programs	(126,392)	(154,706)	(157,703)
Total costs capitalized	$ 175,685	$ 230,146	$ 298,112	$ 338,893
Maximum
Period of deferral for the portion of subscriber fees that are deferred	1 year

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue:
Total revenue	$ 11,474,225	$ 12,378,208	$ 12,761,863
Costs and Expenses (exclusive of depreciation and amortization):
Cost of services	7,100,543	7,527,563	7,852,934
Cost of sales - equipment and other	78,219	79,905	87,578
Selling, general and administrative expenses	1,375,908	1,593,723	1,442,897
Depreciation and amortization	315,660	354,361	439,004
Impairment of long-lived assets (Note 6)	6,457
Total costs and expenses	8,876,787	9,555,552	9,822,413
Operating income (loss)	2,597,438	2,822,656	2,939,450
Other Income (Expense):
Interest income	464,939	440,412	36,458
Interest expense, net of amounts capitalized	(753,162)	(871,530)	(683,803)
Other, net	518	4,466	(820)
Total other income (expense)	(287,705)	(426,652)	(648,165)
Income (loss) before income taxes	2,309,733	2,396,004	2,291,285
Income tax (provision) benefit, net	(565,104)	(585,259)	(554,413)
Net income (loss)	1,744,629	1,810,745	1,736,872
Comprehensive Income (Loss):
Net income (loss)	1,744,629	1,810,745	1,736,872
Other comprehensive income (loss):
Foreign currency translation adjustments	(48)	(1,245)	(402)
Unrealized holding gains (losses) on available-for-sale debt securities	14	107	(122)
Deferred income tax (expense) benefit, net	(22)	(45)	67
Total other comprehensive income (loss), net of tax	(56)	(1,183)	(457)
Comprehensive income (loss)	1,744,573	1,809,562	1,736,415
Service revenue
Revenue:
Total revenue	11,320,526	12,281,346	12,661,766
Equipment sales and other revenue
Revenue:
Total revenue	$ 153,699	$ 96,862	$ 100,097

Stock-Based Compensation - Aggregate Intrinsic Value Of Stock Options (Details) - DISH Network Awards - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Option [Member]
Aggregate intrinsic value
Weighted-average fair value of options granted (in dollars per share)	$ 34.42	$ 66.92	$ 115.57
Aggregate intrinsic value of stock options exercisable		$ 61	$ 6,370
Restricted Stock Units
Aggregate intrinsic value
Weighted-average fair value of options granted (in dollars per share)	$ 17.18	$ 84.56	$ 120.84
Fair value of units and rewards vested	$ 4,030	$ 874	$ 262

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Data (Unaudited)
Total revenue	$ 2,793,268	$ 2,783,387	$ 2,951,159	$ 2,946,411	$ 3,075,468	$ 3,048,315	$ 3,121,014	$ 3,133,411	$ 11,474,225	$ 12,378,208	$ 12,761,863
Operating income (loss)	677,789	582,280	684,470	652,899	717,386	622,781	757,713	724,776	$ 2,597,438	$ 2,822,656	$ 2,939,450
Net income (loss)	$ 464,954	$ 388,754	$ 457,638	$ 433,283	$ 474,817	$ 408,337	$ 483,180	$ 444,411

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Unrealized Gains (Losses) On Marketable Investment Securities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Contractual maturities of restricted and non-restricted marketable investment securities
Debt securities with contractual maturities within one year	$ 397

Stock-Based Compensation - Stock Option Activity (Details) - Employee Stock Option [Member] - DISH Network Awards - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2021
Stock option activity
Total options outstanding, beginning of period (in shares)	3,877,308
Granted (in shares)	355,652
Forfeited and cancelled (in shares)	(944,927)
Total options outstanding, end of period (in shares)	3,288,033
Exercisable at the end of the period (in shares)	1,326,093	6.24
Weighted-Average Exercise Price
Total options outstanding, beginning of the period (in dollars per share)	$ 72.53
Granted (in dollars per share)	34.42
Forfeited and cancelled (in dollars per share)	81.57
Total options outstanding at the end of the period (in dollars per share)	65.81
Exercisable, Weighted-Average Exercise Price (in dollars per share)	$ 59.06
Long-Term Performance Based Plans
Stock option activity
Total options outstanding, end of period (in shares)	815,370
Weighted-Average Exercise Price
Total options outstanding at the end of the period (in dollars per share)	$ 96.55

Inventory

12 Months Ended

Dec. 31, 2023

Inventory

Inventory

5.Inventory

Inventory consisted of the following:


	As of December 31,
	2023		2022

	(In thousands)
Finished goods	$	208,049	$	252,939
Work-in-process and service repairs		35,457		19,351
Raw materials		24,335		35,121
Total inventory	$	267,841	$	307,411

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory
Finished goods	$ 208,049	$ 252,939
Work-in-process and service repairs	35,457	19,351
Raw materials	24,335	35,121
Total inventory	$ 267,841	$ 307,411

Long-Term Debt and Finance Lease Obligations - Finance Lease Obligations (Details)	12 Months Ended
	Dec. 31, 2023
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%

Related Party Transactions - DISH Network (Details) $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 11, 2022 USD ($)	Feb. 28, 2018 item	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) tranche	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2009 item	Nov. 26, 2021	Dec. 31, 2008 item
Related Party Transaction [Line Items]
Selling, General and Administrative Expense				$ 1,375,908	$ 1,593,723	$ 1,442,897
Depreciation and amortization				315,660	354,361	439,004
Interest expense, net of amounts capitalized				753,162	871,530	683,803
Net book value of asset				3,630
Interest income				318,050	415,188
Aggregate principal amount				7,495,755	7,160,116
Interest receivable - DISH Network - PIK				37,000	37,000
Advanced an additional amount	$ 1,500,000
Interest receivable - DISH Network				17,761
Interest receivable - DISH Network - Paid in kind				$ 19,322	36,912
Deferred taxes on sale of assets to DISH Network, net						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
Nimiq 5 Agreement
Related Party Transaction [Line Items]
Agreement Renewal Option Term				1 year
Depreciation and amortization				$ 34,000	34,000	34,000
Interest expense, net of amounts capitalized				5,000	8,000	12,000
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				$ 9,000	11,000	8,000
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
EchoStar \| QuetzSat-1 Lease Agreement
Related Party Transaction [Line Items]
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 \| Minimum
Related Party Transaction [Line Items]
Interest payment due				50.00%
Dish Network \| Related Party
Related Party Transaction [Line Items]
Satellite and transmission expenses				$ 206,000	194,000	219,000
Term of debt instrument				2 years
Paid in kind Interest rate				0.75%
Number of tranches \| tranche				2
Interest income				$ 441,000	415,000
Aggregate principal amount					5,250,000
Advanced an additional amount	$ 1,500,000
Percent of loan repayable				100.00%
Fixed rate				0.25%
Sale of Assets			$ 60,000			60,000
Deferred taxes on sale of assets to DISH Network, net			$ 17,000
Dish Network \| Related Party \| 5 1/4% Senior Secured Notes due 2026
Related Party Transaction [Line Items]
Interest rate (as a percent)				5.25%
Dish Network \| Related Party \| 5 3/4% Senior Secured Notes due 2028
Related Party Transaction [Line Items]
Interest rate (as a percent)				5.75%
Dish Network \| Broadband, Wireless and Other Segments \| Related Party
Related Party Transaction [Line Items]
Expenses associated with services				$ 115,000	$ 116,000	$ 91,000

Income Taxes and Accounting for Uncertainty in Income Taxes

12 Months Ended

Dec. 31, 2023

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, 2023, 2022 and 2021 were $623 million, $490 million and $562 million, respectively.

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

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

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


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Current (benefit) provision:
Federal	$	528,689	$	572,754	$	486,736
State		118,540		133,475		106,594
Foreign		2,475		(4,255)		2,387
Total current (benefit) provision		649,704		701,974		595,717

Deferred (benefit) provision:
Federal		(69,321)		(95,995)		(31,424)
State		(15,794)		(20,720)		(7,090)
Increase (decrease) in valuation allowance		515		—		(2,790)
Total deferred (benefit) provision		(84,600)		(116,715)		(41,304)
Total (benefit) provision	$	565,104	$	585,259	$	554,413

Our $2.310 billion of “Income (loss) before income taxes” on our Consolidated Statements of Operations and Comprehensive Income (Loss) included income of $13 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,
	2023	2022	2021

	% of pre-tax income/(loss)
Statutory rate	21.0	21.0	21.0
State income taxes, net of federal benefit	3.4	3.5	3.5
Other, net	0.1	(0.1)	(0.3)
Total (benefit) provision for income taxes	24.5	24.4	24.2

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,
	2023		2022

	(In thousands)
Deferred tax assets:
NOL, interest, credit and other carryforwards	$	7,277	$	7,642
Accrued and prepaid expenses		22,449		8,526
Stock-based compensation		16,686		19,374
Deferred revenue		6,118		7,344
Bases differences in partnerships and cost method investments		3,360		1,281
Total deferred tax assets		55,890		44,167
Valuation allowance		(8,194)		(7,679)
Deferred tax asset after valuation allowance		47,696		36,488

Deferred tax liabilities:
Depreciation		(193,564)		(235,498)
Regulatory authorizations and other intangible amortization		(122,302)		(153,738)
Total deferred tax liabilities		(315,866)		(389,236)
Net deferred tax asset (liability)	$	(268,170)	$	(352,748)

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	2023		2022		2021

	(In thousands)
Balance as of beginning of period	$	204,378	$	198,511	$	188,141
Additions based on tax positions related to the current year		3,601		3,444		303
Additions based on tax positions related to prior years		2,892		9,523		12,095
Reductions based on tax positions related to prior years		(7,219)		(7,100)		(1,400)
Reductions based on tax positions related to settlements with taxing authorities		(834)		—		—
Reductions based on tax positions related to the lapse of the statute of limitations		(352)		—		(628)
Balance as of end of period	$	202,466	$	204,378	$	198,511

We have $164 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, 2023, 2022 and 2021, we recorded $14 million, $8 million and $6 million in net interest and penalty expense to earnings, respectively. Accrued interest and penalties were $62 million and $49 million at December 31, 2023 and 2022, 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
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment - Estimated future amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Estimated future amortization of identifiable intangible assets
2024	$ 654
2025	654
2026	654
2027	654
2028	473
Thereafter	541
Total	3,630
Impairment charge for goodwill	6,000
Other noncurrent assets, net
Estimated future amortization of identifiable intangible assets
Goodwill	$ 0	$ 6,000

Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease assets	$ 92,972	$ 130,454
Other current liabilities	$ 36,618	$ 60,203
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 61,381	$ 75,142
Total operating lease liabilities	$ 97,999	$ 135,345
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	$ 4,344,935	$ 4,431,071
Accumulated depreciation	(3,536,870)	(3,440,185)
Property and equipment, net	808,065	990,886
Other current liabilities	$ 31,104	$ 38,102
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
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	$ 31,104	$ 69,206
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	4 years 1 month 6 days	3 years 8 months 12 days
Weighted Average Remaining Lease Term: Finance leases	9 months 18 days	1 year 9 months 18 days
Weighted Average Discount Rate: Operating leases	8.30%	7.20%
Weighted Average Discount Rate: Finance leases	10.00%	10.00%
Property and equipment
Leases
Property and equipment, gross	$ 175,704	$ 175,704
Accumulated depreciation	(149,917)	(115,469)
Property and equipment, net	$ 25,787	$ 60,235

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Marketable Investment Securities

Receivables and Related Allowance for Credit Losses

Receivables and Related Allowance for Credit Losses

General Accounts Receivable

Inventory

Property and Equipment

Internal Use Software

Other Investments

Equity Method Investments

Cost Method Investments

Impairment Considerations

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

DBS Satellites

Finite-Lived Intangible Assets

Indefinite-Lived Intangible Assets and Goodwill

●

FCC licenses are a non-depleting asset;

●

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

●

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

●

maintenance expenditures to obtain future cash flows are not significant;

●

FCC licenses are not technologically dependent; and

●

we intend to use these assets indefinitely.

DBS Licenses

Goodwill

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

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 Customer

Leases

Lessee Accounting

Lessor Accounting

Cost of Services

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

Cost of Sales - Equipment and Other

Cost of Sales – Equipment and Other

Advertising Costs

Research and Development

New Accounting Pronouncements

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 40,642	$ 32,861	$ 43,233
Current period provision for expected credit losses	56,047	75,245	48,150
Write-offs charged against allowance	(61,805)	(67,464)	(58,522)
Balance at end of period	$ 34,884	$ 40,642	$ 32,861
Remaining performance obligations	true

Disaggregation of Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Disaggregation of Revenue

Schedule of disaggregation of revenue



	For the Years Ended December 31,
Category:	2023		2022		2021
				(In thousands)
Pay-TV subscriber and related revenue	$	11,320,526	$	12,281,346	$	12,661,766
Pay-TV equipment sales and other revenue		153,699		96,862		100,097
Total	$	11,474,225	$	12,378,208	$	12,761,863

Financial Information for Subsidiary Guarantors (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	May 24, 2021	Jul. 01, 2020	Jun. 13, 2016	Nov. 20, 2014
Assets	$ 11,131,790	$ 11,243,381
Unrestricted Subsidiaries
Assets	$ 0
5% Senior Notes due 2023
Interest rate (as a percent)	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

Property and Equipment and Intangible Assets

12 Months Ended

Dec. 31, 2023

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)	2023		2022

		(In thousands)
Equipment leased to customers	2-5	$	1,175,734	$	1,309,737
EchoStar XV	15		277,658		277,658
EchoStar XVIII	15		411,255		411,255
Satellites acquired under finance lease agreements	5		174,685		174,685
Furniture, fixtures, equipment and other	2-10		755,163		753,138
Software and computer equipment	3-5		1,197,632		1,161,392
Buildings and improvements	5-40		294,890		295,375
Land	-		12,505		12,505
Construction in progress	-		45,413		35,326
Total property and equipment			4,344,935		4,431,071
Accumulated depreciation			(3,536,870)		(3,440,185)
Property and equipment, net		$	808,065	$	990,886

Depreciation and amortization expense consisted of the following:


	For the Years Ended December 31,
	2023		2022		2021

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

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

Satellites

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

As of December 31, 2023, 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

Under Construction:
EchoStar XXV	2026	110	N/A

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

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

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

Satellites Under Construction

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

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


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

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

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

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


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

Goodwill

Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date and is not subject to amortization but is subject to impairment testing annually or whenever indicators of impairment arise.

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

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

Regulatory Authorizations

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


	As of December 31,
	2023		2022

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

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

7.Leases

Lessee Accounting

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.

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

The components of lease expense were as follows:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Operating lease cost (1)	$	70,262	$	166,599	$	217,635

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

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

(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 that was extended in April 2022 and as a result is currently accounted for as an operating lease.

Supplemental cash flow information related to leases was as follows:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	96,195	$	138,318	$	213,135
Operating cash flows from finance leases	$	6,633	$	6,733	$	13,002
Financing cash flows from finance leases	$	47,030	$	31,030	$	51,608

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	30,657	$	74,317	$	22,780
Finance leases	$	—	$	—	$	—

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023		2022

	(In thousands)
Operating Leases:
Operating lease assets	$	92,972	$	130,454

Other current liabilities	$	36,618	$	60,203
Operating lease liabilities		61,381		75,142
Total operating lease liabilities	$	97,999	$	135,345

Finance Leases:
Property and equipment, gross	$	175,704	$	175,704
Accumulated depreciation		(149,917)		(115,469)
Property and equipment, net	$	25,787	$	60,235

Other current liabilities	$	31,104	$	38,102
Other long-term liabilities		—		31,104
Total finance lease liabilities	$	31,104	$	69,206

Weighted Average Remaining Lease Term:
Operating leases		4.1 years		3.7 years
Finance leases		0.8 years		1.8 years

Weighted Average Discount Rate:
Operating leases		8.3%		7.2%
Finance leases		10.0%		10.0%

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


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

	(In thousands)
2024	$	41,709	$	32,147	$	73,856
2025		26,417		—		26,417
2026		15,898		—		15,898
2027		8,337		—		8,337
2028		7,361		—		7,361
Thereafter		17,792		—		17,792
Total lease payments		117,514		32,147		149,661
Less: Imputed interest		(19,515)		(1,043)		(20,558)
Total		97,999		31,104		129,103
Less: Current portion		(36,618)		(31,104)		(67,722)
Long-term portion of lease obligations	$	61,381	$	—	$	61,381

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue Recognition

Revenue Recognition

15.Revenue Recognition

Contract Balances

Our valuation and qualifying accounts as of December 31, 2023, 2022 and 2021 were as follows:


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Balance at beginning of period	$	40,642	$	32,861	$	43,233
Current period provision for expected credit losses		56,047		75,245		48,150
Write-offs charged against allowance		(61,805)		(67,464)		(58,522)
Balance at end of period	$	34,884	$	40,642	$	32,861

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.

The following table summarizes our contract liability balances:


	As of December 31,
	2023		2022

	(In thousands)
Contract liabilities	$	427,319	$	481,220

Our beginning of period contract liability recorded as customer contract revenue during 2023 was $478 million.

Performance Obligations

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.

Contract Acquisition Costs


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Balance at beginning of period	$	230,146	$	298,112	$	338,893
Additions		71,931		86,740		116,922
Amortization expense		(126,392)		(154,706)		(157,703)
Balance at end of period	$	175,685	$	230,146	$	298,112

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, 2023	Dec. 31, 2022
Fair value of marketable securities
Cash equivalents (including restricted)	$ 411,571	$ 650,523
Total	397	282,733
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
Corporate securities
Fair value of marketable securities
Debt securities		46,764
Other (including restricted)
Fair value of marketable securities
Debt securities	397	455
Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	358,545	99,437
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)	53,026	551,086
Total	397	275,006
Level 2 \| Commercial paper
Fair value of marketable securities
Debt securities		227,787
Level 2 \| Corporate securities
Fair value of marketable securities
Debt securities		46,764
Level 2 \| Other (including restricted)
Fair value of marketable securities
Debt securities	$ 397	$ 455

Long-Term Debt and Finance Lease Obligations - Other Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other long-term debt and capital lease obligations
Total	$ 73,782	$ 87,535
Less current portion	(41,432)	(40,922)
Other long-term debt and capital lease obligations, net of current portion	32,350	46,613
Satellites and other finance lease obligations
Other long-term debt and capital lease obligations
Total	31,104	69,206
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	$ 42,678	$ 18,329
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%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Topic 470
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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

18.Subsequent Events

Asset Transfers

On January 10, 2024, our parent, DISH Network, transferred certain of its wireless spectrum licenses, including AWS-4, H-Block, CBRS, C-Band - Cheyenne, 12GHz, LMDS, 24 GHz, 28 GHz, 37GHz, 39GHz and 47GHz to EchoStar Wireless Holding L.L.C., our ultimate parent, EchoStar’s direct wholly-owned subsidiary (the “Spectrum Transfer”). DISH Network retained ownership of certain other wireless spectrum licenses, including 600 MHz, 700 MHz, 3.45 GHz and AWS-3, of which 700 MHz and AWS-3 remain unencumbered, and us. Prior to the Spectrum Transfer, we designated a newly formed subsidiary of DISH Network L.L.C. (the “DBS Subscriber Subsidiary”) as an unrestricted subsidiary. DBS Subscriber Subsidiary holds approximately 3.0 million DISH TV subscribers immediately following the unrestricting of the entity.

In addition, we, in our capacity as “Lender” under the terms of the Loan and Security Agreement related to the Intercompany Loan between DISH Network and us, have consummated the assignment pursuant to such terms, without any modification or amendment thereto, of our receivable in respect to the 2026 Tranche of $4.7 billion to DBS Intercompany Receivable L.L.C. DBS Intercompany Receivable L.L.C. has subsequently assigned its rights as lender thereunder to EchoStar Intercompany Receivable Company L.L.C., our ultimate parent, EchoStar’s direct wholly-owned subsidiary, such that amounts owed in respect of the 2026 Tranche will now be paid by DISH Network to EchoStar Intercompany Receivable L.L.C.

DISH DBS Exchange Offers

On January 16, 2024, EchoStar announced its wholly-owned subsidiary DISH DBS Issuer LLC (“DBS Issuer”) commenced offers (“the DISH DBS Exchange Offers”) to eligible holders to exchange the 5 7/8% Senior Notes due 2024 (the “DBS 2024 Notes”), the 7 3/4% Senior Notes due 2026, the 7 3/8% Senior Notes due 2028 (the “DBS 2028 Notes”) and the 5 1/8% Senior Notes due 2029 (the “DBS 2029 Notes,” and together with the DBS 2024 Notes, the DBS 2026 Notes and the DBS 2028 Notes, the “DISH DBS Unsecured Senior Notes” issued by DISH DBS), in the amounts and subject to the terms, in each case, described in the exchange offer memorandum and consent solicitation statement, dated January 16, 2024 (the “Exchange Offer Memorandum”). On January 29, 2024, EchoStar announced its wholly-owned subsidiary DISH DBS Issuer elected in its sole discretion to terminate the DBS Exchange Offers.

EchoStar Exchange Offer

On March 4, 2024, EchoStar commenced a tender offer to eligible employees to exchange eligible stock options for new options as detailed in its Schedule TO filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market.

Organization and Business Activities (Details) customer in Thousands, $ in Millions	Dec. 31, 2023 USD ($) customer
Organization and Business Activities
Cash and cash equivalents and marketable investment securities \| $	$ 374
5 7/8% Senior Notes due 2024
Organization and Business Activities
Long-term Debt, Gross \| $	$ 1,983
Pay TV Subscribers
Organization and Business Activities
Number of subscribers	8,526
DISH TV subscribers
Organization and Business Activities
Number of subscribers	6,471
Sling TV subscribers
Organization and Business Activities
Number of subscribers	2,055

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 64: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Schedule of stock option activity associated with employees


	For the Year Ended December 31, 2023
	Options	Weighted- Average Exercise Price		Aggregate intrinsic value (In thousands)		Weighted Average Remaining Contractual Life
Total options outstanding, beginning of period	3,877,308	$	72.53
Granted	355,652	$	34.42
Exercised	—	$	—
Forfeited, cancelled and transferred (1)(2)	(944,927)	$	81.57
Total options outstanding, end of period	3,288,033	$	65.81	$	—	6.94
Performance-based options outstanding, end of period (3)	815,370	$	96.55
Exercisable at end of period	1,326,093	$	59.06	$	—	6.24

(1)	Includes the cancellation of the 2013 LTIP. See discussion below.

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

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

Schedule of realized tax benefits from stock awards exercised


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Tax benefit from stock awards exercised	$	871	$	206	$	3,815

Schedule of aggregate intrinsic value of stock options associated with employees


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands, except per share amounts)
Stock options:
Weighted-average grant date fair value of options granted	$	34.42	$	66.92	$	115.57
Intrinsic value of options exercised (1)	$	—	$	61	$	6,370

Restricted stock units and awards:
Weighted-average grant date fair value of units and awards granted	$	17.18	$	84.56	$	120.84
Fair value of units and rewards vested (1)	$	4,030	$	874	$	262

(1) Intrinsic value and fair value is based on the closing market price of EchoStar’s Class A Common Stock on December 31, 2023.

Schedule of restricted stock unit activity


	For the Year Ended December 31, 2023
	Restricted Stock Units/Awards		Weighted- Average Grant Date Fair Value
Total restricted stock units/awards outstanding, beginning of period	379,073	$	100.69
Granted	5,534	$	17.18
Vested	(208,520)	$	92.71
Forfeited, cancelled and transferred (1)	(172,109)	$	107.22
Total restricted stock units/awards outstanding, end of period	3,978	$	120.95

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

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


	For the Years Ended December 31,
Non-Cash, Stock-Based Compensation Expense Recognized (1)	2023		2022		2021

	(In thousands)
2022 Incentive Plan	$	5,573	$	15,024	$	—
2019 LTIP		(1,631)		(131)		370
2013 LTIP		—		—		(10,550)
Other employee performance awards		281		3,711		7,827
Total non-cash, stock-based compensation expense recognized for performance-based awards	$	4,223	$	18,604	$	(2,353)

(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 2024	$	1,714	$	—	$	—
Estimated contingent expense subsequent to 2024		902		—		—
Total estimated remaining expense over the term of the plan	$	2,616	$	—	$	—

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


	As of December 31, 2023
Performance-Based Stock Options	Number of Awards	Weighted- Average Grant Price
2022 Incentive Plan	303,379	$	51.17
2019 LTIP	193,452	$	59.16
2017 LTIP	318,539	$	162.47
Total	815,370	$	96.55

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


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Cost of services	$	2,240	$	5,817	$	4,170
Selling, general and administrative		12,018		34,915		7,660
Total non-cash, stock based compensation	$	14,258	$	40,732	$	11,830

Schedule of assumptions of Black-Scholes option valuation model


	For the Years Ended December 31,
Stock Options	2023							2022							2021
Risk-free interest rate		3.58	%	-		4.61	%		1.35	%	-		4.02	%		0.48	%	-		1.11	%
Volatility factor		34.30	%	-		41.25	%		32.67	%	-		34.84	%		29.91	%	-		34.51	%
Expected term of options in years		4.1		-		6.6			4.1		-		6.0			4.0		-		5.9
Fair value of options granted	$	7.40		-	$	7.77		$	5.97		-	$	9.27		$	6.20		-	$	8.32

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue Recognition

Valuation and Qualifying Accounts


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Balance at beginning of period	$	40,642	$	32,861	$	43,233
Current period provision for expected credit losses		56,047		75,245		48,150
Write-offs charged against allowance		(61,805)		(67,464)		(58,522)
Balance at end of period	$	34,884	$	40,642	$	32,861

Schedule of Contract balances


	As of December 31,
	2023		2022

	(In thousands)
Contract liabilities	$	427,319	$	481,220

Schedule of Contract Acquisition Costs


	For the Years Ended December 31,
	2023		2022		2021

	(In thousands)
Balance at beginning of period	$	230,146	$	298,112	$	338,893
Additions		71,931		86,740		116,922
Amortization expense		(126,392)		(154,706)		(157,703)
Balance at end of period	$	175,685	$	230,146	$	298,112

Long-Term Debt and Finance Lease Obligations

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022:


		As of December 31,
		2023				2022
	Issuer	Carrying Amount		Fair Value		Carrying Amount		Fair Value

		(In thousands)
5% Senior Notes due 2023 (1)	DDBS	$	—	$	—	$	1,443,179	$	1,441,635
5 7/8% Senior Notes due 2024 (2)	DDBS		1,982,544		1,872,275		2,000,000		1,870,940
7 3/4% Senior Notes due 2026	DDBS		2,000,000		1,388,060		2,000,000		1,620,280
5 1/4% Senior Secured Notes due 2026	DDBS		2,750,000		2,366,073		2,750,000		2,336,813
7 3/8% Senior Notes due 2028	DDBS		1,000,000		600,160		1,000,000		708,320
5 3/4% Senior Secured Notes due 2028	DDBS		2,500,000		2,013,125		2,500,000		2,013,675
5 1/8% Senior Notes due 2029	DDBS		1,500,000		774,600		1,500,000		976,755
Other notes payable			42,678		42,678		18,329		18,329
Subtotal			11,775,222	$	9,056,971		13,211,508	$	10,986,747
Unamortized deferred financing costs and debt discounts, net			(26,812)				(35,206)
Finance lease obligations (3)			31,104				69,206
Total long-term debt and finance lease obligations (including current portion)		$	11,779,514			$	13,245,508

(1)	We had repurchased or redeemed the principal balance of our 5% Senior Notes due 2023 as of March 15, 2023, the instrument’s maturity date.

(2)

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

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

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 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.

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

5 3/4% Senior Secured Notes due 2028

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

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

Interest on Long-Term Debt


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

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

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

Other Long-Term Debt and Finance Lease Obligations

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


	As of December 31,
	2023		2022

	(In thousands)
Satellites and other finance lease obligations	$	31,104	$	69,206
Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0%		42,678		18,329
Total		73,782		87,535
Less: current portion		(41,432)		(40,922)
Other long-term debt and finance lease obligations, net of current portion	$	32,350	$	46,613

Finance Lease Obligations

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

Nimiq 5. On May 19, 2019, DISH Network entered into an 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 2024. See Note 17 for further information.

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

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 or EchoStar in the form of cash distributions or loans to finance, in whole or in part, DISH Network or EchoStar’s future efforts. These factors, including, but not limited to, debt maturities, continuing investment in our business, financing acquisitions and other strategic transactions, will require us to raise additional capital in the future which may not be available on favorable terms, or at all.