0001558370-24-015122 | 10-Q | XBRL Viewer

Debt and Finance Lease Obligations

9 Months Ended

Sep. 30, 2024

9.	Debt and Finance Lease Obligations

Fair Value of our Debt

The following table summarizes the carrying amount and fair value of our debt facilities as of September 30, 2024 and December 31, 2023:


		As of
		September 30,2024				December 31, 2023
	Issuer	Carrying Amount		Fair Value		Carrying Amount		Fair Value

		(In thousands)
Current:
2 3/8% Convertible Notes due 2024 (1)	DISH	$	—	$	—	$	951,168	$	944,034
5 7/8% Senior Notes due 2024	DDBS		1,982,544		1,978,559		1,982,544		1,872,275
Term Loan due 2025 (2)	DBS SubscriberCo		500,000		500,000		—		—
Long-Term:
0% Convertible Notes due 2025	DISH		1,957,197		1,702,761		1,957,197		1,228,141
7 3/4% Senior Notes due 2026	DDBS		2,000,000		1,718,660		2,000,000		1,388,060
5 1/4% Senior Secured Notes due 2026	HSSC		750,000		692,993		750,000		665,678
6 5/8% Senior Notes due 2026	HSSC		750,000		645,390		750,000		591,525
3 3/8% Convertible Notes due 2026	DISH		2,908,799		2,367,035		2,908,801		1,570,753
5 1/4% Senior Secured Notes due 2026	DDBS		2,750,000		2,536,875		2,750,000		2,366,073
11 3/4% Senior Secured Notes due 2027	DISH		3,500,000		3,683,750		3,500,000		3,668,980
7 3/8% Senior Notes due 2028	DDBS		1,000,000		729,150		1,000,000		600,160
5 3/4% Senior Secured Notes due 2028	DDBS		2,500,000		2,200,000		2,500,000		2,013,125
5 1/8% Senior Notes due 2029	DDBS		1,500,000		981,000		1,500,000		774,600
Term Loan due 2029 (2)	DBS SubscriberCo		1,800,000		1,800,000		—		—
Mandatorily Redeemable Preferred Shares due 2029 (2) (3)	DBS SubscriberCo		200,000		200,000		—		—
Subtotal			24,098,540		21,736,173		22,549,710		17,683,404
Other notes payable			106,794		106,794		160,158		160,158
Unamortized deferred financing costs and other debt discounts, net			(201,795)		—		(69,606)		—
Finance lease obligations (4)			74,009		—		123,658		—
Total long-term debt, finance lease and other obligations (including current portion)		$	24,077,548	$	21,842,967	$	22,763,920	$	17,843,562

(1)	We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.

(2)	See “New DISH DBS Financing” below for further information.

(3)	Due to the mandatory redemption feature of this instrument, it is considered a debt instrument.

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

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

Recent Transactions

DISH DBS Exchange Offers

On September 30, 2024, we announced DISH DBS, our wholly-owned, indirect subsidiary, commenced offers to exchange (the “DISH DBS Exchange Offers”) any and all of its: (a) 5 1/4% Senior Secured Notes due 2026 (the “Outstanding 2026 DBS Secured Notes”) for an equal principal amount of its new 5 1/4% First Lien Notes due 2026 (the “New 2026 DBS First Lien Notes”), (b) 5 3/4% Senior Secured Notes due 2028 (the “Outstanding 2028 DBS Secured Notes”) for an equal principal amount of its new 5 3/4% First Lien Notes due 2028 (the “New 2028 DBS First Lien Notes”), (c) 7 3/4% Senior Notes due 2026 (the “Outstanding 2026 DBS Notes”) for an equal principal amount of its new 7 3/4% Second Lien Notes due 2026 (the “New 2026 DBS Second Lien Notes”), (d) 7 3/8% Senior Notes due 2028 (the “Outstanding 2028 DBS Notes”) for an equal principal amount of its new 7 3/8% Second Lien Notes due 2028 (the “New 2028 DBS Second Lien Notes”) and (e) 5 1/8% Senior Notes due 2029 (the “Outstanding 2029 DBS Notes” and, together with the Outstanding 2026 DBS Secured Notes, the Outstanding 2028 DBS Secured Notes, the Outstanding 2026 DBS Notes and the Outstanding 2028 DBS Notes, the “Outstanding DBS Notes”) for an equal principal amount of its new 5 1/8% Second Lien Notes due 2029 (the “New 2029 DBS Second Lien Notes” and, together with the New 2026 DBS First Lien Notes, the New 2028 DBS First Lien Notes, the New 2026 DBS Second Lien Notes and the New 2028 DBS Second Lien Notes, the “New DBS Notes”), in each case, pursuant to the terms described in a confidential exchange offering memorandum and consent solicitation statement, dated September 30, 2024 (“Original Exchange Offering Memorandum”). On October 28, 2024, we announced DISH DBS, our wholly-owned, indirect subsidiary, amended certain terms of the DISH DBS Exchange Offers pursuant to the terms described in Supplement No. 1, dated October 28, 2024 (the “Supplement” and together with the Original Exchange Offering Memorandum, the “Exchange Offering Memorandum”).

New DISH DBS Financing

On September 29, 2024 (the “Financing Closing Date”), we and our subsidiary, DISH DBS Issuer LLC (“DBS SubscriberCo”), received $2.5 billion in financing from TPG Angelo Gordon and other co-lenders in the form of Term Loans and Mandatorily Redeemable Preferred Shares (each as defined below and together, the “New DISH DBS Financing”). Approximately $2.047 billion in proceeds received from the New DISH DBS Financing are included in “Current restricted cash and cash equivalents” on our Condensed Consolidated Balance Sheets and are required to be used for the redemption, repayment or repurchase of the principal balance and remaining interest outstanding on our 5 7/8% Senior Notes due November 15, 2024. If the DISH DBS Exchange Offer or DIRECTV Transaction fails, the $2.5 billion in New DISH DBS Financing can be redeemed at our election with no prepayment penalty for 180 days.

Term Loans

On the Financing Closing Date, DBS SubscriberCo, Alter Domus (US) LLC, as Administrative Agent, and the lenders party thereto, entered into a Loan and Security Agreement (together with all the exhibits, annexes and schedules thereto, the “Loan and Security Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, the lenders agreed to extend credit to DBS SubscriberCo in an aggregate principal amount of up to $2.3 billion secured by the assets of DBS SubscriberCo, which includes approximately three million DISH TV subscribers and their related subscription and equipment agreements (such transactions, the “Loan Financing”). The Loan Financing consists of the following: (i) initial term loans in an aggregate principal amount of $1.8 billion that mature on June 30, 2029 (the “Term Loan due 2029”), (ii) incremental term loans in an aggregate principal amount of $500 million that are payable in equal monthly installments beginning in January 2025 and mature on September 30, 2025 (the “Term Loan due 2025”) and (iii) an additional amount of incremental term loans (the “Roll-up Incremental Term Loans” and, together with the Term Loan due 2029 and the Term Loan due 2025, the “Term Loans”). The Roll-up Incremental Term Loans may be incurred from time to time, subject to DBS SubscriberCo’s prior approval and pro forma compliance with a leverage ratio set forth in the Loan and Security Agreement, and mature on June 30, 2029.

The Roll-up Incremental Term Loans may be incurred in exchange for Outstanding DBS Notes in an aggregate principal amount equal to: (i) the price at which certain lenders acquire such notes plus (ii)(A) in the case of Outstanding 2028 DBS Notes and Outstanding 2029 DBS Notes, 15% of the difference between the aggregate principal amount of such notes and the purchase price thereof, or (B) in the case of Outstanding 2026 DBS Notes, Outstanding 2026 DBS Secured Notes and Outstanding 2028 DBS Secured Notes, 20% of the difference between the aggregate principal amount of such notes and the purchase price thereof.

Interest on the Term Loans accrues and is payable monthly, generally in cash. The interest rate with respect to the Term Loan due 2029 is (i) from (and including) the Financing Closing Date and until (but excluding) the date that is twelve months thereafter, 10.75% per annum and (ii) from (and including) the date that is twelve months after the Financing Closing Date and until June 30, 2029, 11.25% per annum. The interest rate with respect to the Term Loan Due 2025 is 11.00% per annum. The interest rate with respect to the Roll-up Incremental Term Loans is (i) from (and including) the Financing Closing Date and until (but excluding) the date that is twelve months thereafter, 11.00% per annum and (ii) from (and including) the date that is twelve months after the Financing Closing Date and until the Maturity Date, 11.50% per annum.

The Loan and Security Agreement specifies a priority of payments for funds received by DBS SubscriberCo from subscriber payments and certain other revenue. Specifically, on each Transfer Date, as defined in the Loan and Security Agreement, payments will be made, as applicable, to the Administrative Agent for certain administrative and other fees, to DBS SubscriberCo for reimbursement of certain operating costs, to a subsidiary of DISH Network as Manager under the Loan and Security Agreement and as Servicer for DBS SubscriberCo, and to an account used to collect and remit interest on the Term Loans, preferred distributions with respect to Preferred Membership interests (as defined below) and monthly principal payments on the Term Loan due 2025. After remitting those payments, through September 30, 2025, if DBS SubscriberCo is in compliance with the terms of the Loan and Security Agreement, it will have the ability to accumulate any excess collections, subject to the terms of the Loan and Security Agreement. At its election, any such excess collections can be distributed by DBS SubscriberCo to its parent via an intercompany loan. No later than September 30, 2025, all excess collections will be used to fund the payment of the Term Loans, the Mandatorily Redeemable Preferred Shares and the associated interest and preferred distributions. If DBS SubscriberCo is not in compliance with its covenants, the entity will lose the ability to accumulate any excess collections with those proceeds being utilized to satisfy the debt obligation and associated interest.

Mandatorily Redeemable Preferred Shares Due 2029

On the Financing Closing Date, DBS SubscriberCo, entered into an amended and restated limited liability company agreement (the “SubscriberCo LLCA”), pursuant to which, among other things, DBS SubscriberCo issued to certain investors (the “Preferred Members”) redeemable preferred equity interests (the “Preferred Membership Interests”) with an aggregate liquidation preference of $200 million (the “Mandatorily Redeemable Preferred Shares”). The Mandatorily Redeemable Preferred Shares mature on June 30, 2029. Due to the mandatory redemption feature of this instrument, it is considered a debt instrument and recorded in “Long-term debt, finance lease and other obligations, net of current portion” on our Condensed Consolidated Balance Sheets.

The Preferred Membership Interests have a preferential cumulative return that accumulates daily in arrears at a rate of: (a) from (and including) the Financing Closing Date and until (but excluding) the date that is 12 months thereafter, 13.25% per annum and (b) from (and including) the date that is 12 months after the Financing Closing Date and until June 30, 2029 (or the first business day thereafter), 13.75% per annum, payable in cash monthly and a liquidation preference equal to the issue price plus all accrued and unpaid dividends.

The Preferred Membership Interests are redeemable at DBS SubscriberCo’s option prior to the June 30, 2029 maturity date at a premium as described in the SubscriberCo LLCA. Upon the maturity date, DBS SubscriberCo is required to redeem all of the Preferred Membership Interests issued and outstanding at such time, and upon payment in full of the aggregate liquidation preference, all rights of the Preferred Members will terminate. The Preferred Members also have certain governance and economic rights set forth in the SubscriberCo LLCA.

Convertible Notes

See Note 14 for update and details of the EchoStar Exchange Offers.

0% Convertible Notes due 2025

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

The Convertible Notes due 2025 are:

●

our general unsecured obligations;

●

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

●

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

●

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

●

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

●

not guaranteed by our subsidiaries.

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

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

Subject to the terms of the related indenture, the Convertible Notes due 2025 may be converted at an initial conversion rate of 8.566 shares of our Class A common stock per $1,000 principal amount of the Convertible Notes due 2025 (equivalent to an initial conversion price of approximately $116.74 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after July 15, 2025 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2025 will also have the right to convert the Convertible Notes due 2025 at the Initial Conversion Rate prior to July 15, 2025, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.

3 3/8% Convertible Notes due 2026

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

The Convertible Notes due 2026 are:

●

our general unsecured obligations;

●

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

●

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

●

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

●

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

●

not guaranteed by our subsidiaries.

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

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

Subject to the terms of the related indenture, the Convertible Notes due 2026 may be converted at an initial conversion rate of 5.383 shares of our Class A common stock per $1,000 principal amount of Convertible Notes due 2026 (equivalent to an initial conversion price of approximately $185.76 per share of our Class A common stock) (the “Initial Conversion Rate”), at any time on or after March 15, 2026 through the second scheduled trading day preceding the maturity date. Holders of the Convertible Notes due 2026 will also have the right to convert the Convertible Notes due 2026 at the Initial Conversion Rate prior to March 15, 2026, but only upon the occurrence of specified events described in the related indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Upon any conversion, we will settle our conversion obligation in cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.

Convertible Note Hedge and Warrant Transactions

Merger with DISH Network. As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a note hedge amendment letter agreement with each option counterparty pursuant to which, at the Effective Time, DISH Network’s right to purchase shares of DISH Class A Common Stock pursuant to the terms of the applicable convertible note hedge transactions was changed into a right to purchase shares of EchoStar Class A Common Stock.

In addition, in connection with the completion of the Merger, on December 31, 2023, we and DISH Network entered into a warrant amendment letter agreement and warrant guarantee with each option counterparty, pursuant to which, at the Effective Time, each counterparty’s right to purchase shares of DISH Network Class A Common Stock pursuant to the applicable warrant transactions was changed into a right to purchase shares of EchoStar Class A Common Stock, and we guaranteed all of DISH Network’s obligations under the applicable warrant transactions.

In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes due 2026, the number of shares of DISH Network Class A Common Stock underlying the Convertible Notes due 2026, which initially gives us the option to purchase approximately 46 million shares of DISH Network Class A Common Stock at a price of approximately $65.18 per share, which in connection with the completion of the Merger converted into approximately 16 million shares of EchoStar Class A Common Stock at a price of approximately $185.76 per share. The total cost of the original convertible note hedge transactions was $635 million.

Concurrently with entering into the convertible note hedge transactions, we also entered into warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of DISH Network Class A common stock, which initially gives the option counterparties the option to purchase approximately 46 million shares of DISH Network Class A common stock at a price of approximately $86.08 per share, which in connection with the completion of the Merger converted into approximately 16 million shares of EchoStar Class A Common Stock at price ranges of approximately $185.75 to $245.33 per share. We received $376 million in cash proceeds from the original sale of these warrants. In accordance with accounting guidance on hedge and warrant transactions, the net cost incurred in connection with the convertible note hedge and warrant transactions are recorded as a reduction in “Additional paid-in capital” within “Stockholders’ Equity (Deficit)” on our Condensed Consolidated Balance Sheets as of December 31, 2016.

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

DISH 2021 Intercompany Loan

The net proceeds from the offering of our 5 1/4% Senior Secured Notes due 2026 and our 5 3/4% Senior Secured Notes due 2028 (the “Senior Notes”) issued on November 26, 2021 were used by DISH DBS to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “DISH 2021 Intercompany Loan”) between DISH DBS and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including our 5G Network Deployment. The DISH 2021 Intercompany Loan matures in two tranches, with the first tranche maturing on December 1, 2026 (the “DISH 2021 Intercompany Loan 2026 Tranche”) and the second tranche maturing on December 1, 2028 (the “DISH 2021 Intercompany Loan 2028 Tranche”). DISH DBS may make additional advances to DISH Network under the DISH 2021 Intercompany Loan, and on February 11, 2022, DISH DBS advanced an additional $1.5 billion to DISH Network under the DISH 2021 Intercompany Loan 2026 Tranche.

Interest accrues and is payable semiannually, and interest payments with respect to the DISH 2021 Intercompany Loan are, at our option, payable in kind for the first two years from the issuance date of November 2021. In the third year post issuance date, a minimum of 50% of each interest payment due with respect to each tranche of the DISH 2021 Intercompany Loan must be paid in cash. Thereafter, interest payments must be paid in cash. Interest will accrue: (a) when paid in cash, at a fixed rate of 0.25% per annum in excess of the interest rate applicable to, in the case of the DISH 2021 Intercompany Loan 2026 Tranche, the 5 1/4% Senior Secured Notes due 2026, and in the case of the DISH 2021 Intercompany Loan 2028 Tranche, the 5 3/4% Senior Secured Notes due 2028 (each, the “Cash Accrual Rate” with respect to the applicable tranche); and (b) when paid in kind, at a rate of 0.75% per annum in excess of the Cash Accrual Rate for the applicable tranche.

As of September 30, 2024, the total DISH 2021 Intercompany Loan amount outstanding plus interest paid in kind was $7.612 billion. During the nine months ended September 30, 2024, interest payments for the DISH 2021 Intercompany Loan paid in cash totaled $107 million.

DISH 2021 Intercompany Loan 2026 Tranche. In January 2024, we completed a series of assignments resulting in the transfer of the receivable in respect to the DISH 2021 Intercompany Loan 2026 Tranche of $4.7 billion from DISH DBS to EchoStar Intercompany Receivable Company L.L.C., our direct wholly-owned subsidiary, such that amounts owed in respect of the DISH 2021 Intercompany Loan 2026 Tranche will now be paid by DISH Network to EchoStar Intercompany Receivable Company L.L.C. As of September 30, 2024, the total DISH 2021 Intercompany Loan 2026 Tranche amount outstanding plus interest paid in kind was $4.767 billion. During the nine months ended September 30, 2024, interest payments for the DISH 2021 Intercompany Loan 2026 Tranche paid in cash totaled $65 million.

The DISH 2021 Intercompany Loan is secured by Weminuche’s interest in the wireless spectrum licenses for the 3.45-3.55 GHz Licenses with such cash proceeds up to the total loan amount outstanding including interest paid in kind. Under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. The DISH 2021 Intercompany Loan is not included as collateral for the Senior Secured Notes, and the Senior Secured Notes are subordinated to DISH DBS’s existing and certain future unsecured notes with respect to certain realizations under the DISH 2021 Intercompany Loan and any collateral pledged as security for the DISH 2021 Intercompany Loan.

Supplemental Data - Statements of Cash Flows (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Data - Statements of Cash Flows

Schedule of supplemental cash flow and other non-cash data


	For the Nine Months Ended
	September 30,
	2024		2023

	(In thousands)
Cash paid for interest (including capitalized interest)	$	895,504	$	951,727
Cash received for interest		43,089		125,866
Cash paid for income taxes, net of (refunds)		(17,679)		9,863
Capitalized interest (1)		793,532		1,005,260
Employee benefits paid in Class A common stock		—		20,101
Vendor financing		—		87,343
Accrued capital expenditures		114,413		231,150
Asset retirement obligation		14,010		65,580
Accrued upfront payment		—		100,000
Unsettled sales of marketable investment securities		—		119,068

(1)	See Note 2 for further information.

Leases - Lease Income By Lease Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Sales-type lease revenue	$ 2,984	$ 2,774	$ 5,607	$ 10,415
Operating lease revenue	2,732	10,490	12,216	32,743
Total lease revenue	5,716	$ 13,264	17,823	$ 43,158
Sales-type lease receivable	$ 28,000		$ 28,000		$ 30,000
Equipment sales and other revenue
Sales-Type Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax
Service and other revenue
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax	Revenue from Contract with Customer, Excluding Assessed Tax

Commitments and Contingencies - Part 2 (Details) $ in Millions		9 Months Ended	81 Months Ended
	Aug. 18, 2015 USD ($)	Sep. 30, 2024 USD ($) item	Sep. 30, 2024 USD ($)	Dec. 31, 2023
Organization and Business Activities
Payment to customer		$ 30,000
Interest rate (as a percent)		0.25%	0.25%
5G Network Development
Organization and Business Activities
Payment to customer			$ 30,000
DDBS \| 5 3/4% Senior Secured Notes due 2028
Organization and Business Activities
Interest rate (as a percent)		5.75%	5.75%	5.75%
DDBS \| 7 3/4% Senior Notes due 2026
Organization and Business Activities
Interest rate (as a percent)		7.75%	7.75%	7.75%
Northstar Spectrum And SNR Holdco \| AWS-3 Licenses
Commitments relating to AWS-3 Auction
Percentage of bidding credit		25.00%
Northstar Wireless or Northstar Spectrum \| SNR Licenses
Commitments relating to AWS-3 Auction
Percentage of bidding credit	25.00%
Bidding credit value	$ 1,961
SNR \| SNR Licenses
Commitments relating to AWS-3 Auction
Bidding credit value	$ 1,370
Prior Arrangement \| Northstar Wireless or Northstar Spectrum
Commitments relating to AWS-3 Auction
Number of licenses returned \| item		84
Prior Arrangement \| SNR \| SNR Licenses
Commitments relating to AWS-3 Auction
Number of licenses returned \| item		113

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Flows From Operating Activities:
Net income (loss)	$ (143,801)	$ (118,737)	$ (459,634)	$ 386,800
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	477,434	397,211	1,470,359	1,115,598
Impairment of long-lived assets and goodwill				3,142
Realized and unrealized losses (gains) on investments, impairments and other			41,929	(24,866)
Realized and unrealized losses (gains) on derivatives				192,107
Liberty Puerto Rico Asset Sale losses (gains) (Note 10)			(50,418)
Non-cash, stock-based compensation			28,298	37,729
Deferred tax expense (benefit)			(85,300)	103,614
Equity in (earnings) losses of affiliates			74,459	6,671
Changes in allowance for credit losses			8,037	8,638
Change in long-term deferred revenue and other long-term liabilities			15,996	9,122
Other, net			137,700	80,665
Changes in current assets and current liabilities, net			25,718	102,330
Net cash flows from operating activities			1,207,144	2,021,550
Cash Flows From Investing Activities:
Purchases of marketable investment securities			(29,166)	(2,384,614)
Sales and maturities of marketable investment securities			563,421	3,092,693
Purchases of property and equipment			(1,200,606)	(2,533,745)
Refunds and other receipts of purchases of property and equipment				34,611
Capitalized interest related to regulatory authorizations (Note 2)			(642,989)	(747,743)
Proceeds from other debt investments				148,448
Purchases of regulatory authorizations, including deposits			(1,104)	(1,802)
Sale of assets to CONX (Note 13)			26,719
Liberty Puerto Rico Asset Sale (Note 10)			95,435
Other, net			10,892	(17,258)
Net cash flows from investing activities			(1,177,398)	(2,409,410)
Cash Flows From Financing Activities:
Repayment of long-term debt, finance lease and other obligations			(101,197)	(98,933)
Redemption and repurchases of convertible and senior notes			(951,170)	(1,634,084)
Proceeds from issuance of senior notes				1,500,000
Debt issuance costs and debt (discount) premium				21,635
Proceeds from New DISH DBS Financing (Note 9)			2,500,000
Debt issuance costs and debt (discount) premium from New DISH DBS Financing			(136,208)
Early debt extinguishment gains (losses) of convertible and senior notes				72,566
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan			4,347	11,570
Purchase of SNR Management's ownership interest in SNR HoldCo			(441,998)
Other, net			(4,185)	(5,997)
Net cash flows from financing activities			869,589	(133,243)
Effect of exchange rates on cash and cash equivalents			(3,458)	1,622
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents			895,877	(519,481)
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 5)			1,911,601	2,561,803	$ 2,561,803
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 5)	$ 2,807,478	$ 2,042,322	$ 2,807,478	$ 2,042,322	$ 1,911,601

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
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

Leases - Lease Income Maturity (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Amounts
2024 (remaining three months)	$ 7,286
2025	8,768
2026	5,978
2027	3,822
2028	847
Thereafter	448
Total lease payments to be received	$ 27,149

Organization and Business Activities (Details) $ / shares in Units, $ in Thousands, person in Millions				3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 29, 2023 item	Sep. 29, 2023 item	Sep. 29, 2023 item person	Sep. 30, 2024 USD ($) item	Sep. 30, 2024 USD ($) item segment $ / shares	Dec. 31, 2023 USD ($)	Nov. 30, 2024 USD ($)	Nov. 08, 2024 USD ($)	Oct. 10, 2024	Sep. 29, 2024
Organization and Business Activities
Number of primary operating business segments \| segment					4
Proceeds from issuance of convertible notes (Note 9)					$ 2,500,000
Debt issuance costs					$ 136,208
Interest rate (as a percent)				0.25%	0.25%
Aggregate cash purchase price				$ 400,000	$ 400,000
Cash and cash equivalents and marketable investment securities				$ 2,722,000	$ 2,722,000
Outstanding debt							$ 1,983,000
Number of Pay-TV subscribers \| item				8,031,000	8,031,000
Number of Americans nationwide for deployment of 5G services		200,000,000	200
Number Of wireless subscribers \| item				6,984,000	6,984,000
Payment to customer					$ 30,000,000
Regulatory Authorizations				$ 38,702,303	$ 38,702,303
Number of nationwide 5G commitments that are met \| item	2	2	2
Number of nationwide 5G commitments \| item	3	3	3
Number of subscribers for broadband services \| item				912,000	912,000
CONX
Organization and Business Activities
Aggregate cash purchase price				$ 43,500	$ 43,500
Capitalized interest on FCC authorizations
Organization and Business Activities
Regulatory Authorizations				$ 9,000,000	$ 9,000,000
Minimum \| MHz 700 Licenses and AWS-4 Licenses
Organization and Business Activities
Minimum percentage of population having access to average download speed	70.00%				70.00%
Senior Secured Notes 10.75 Percent Due 2029
Organization and Business Activities
Interest rate (as a percent)				10.75%	10.75%			10.75%
Aggregate amount of debt committed				$ 5,356,000	$ 5,356,000
Amounts of discounts or backstop premiums in committed				156,000	156,000
Senior Secured Notes 10.75 Percent Due 2029 \| Subsequent event
Organization and Business Activities
Interest rate (as a percent)									10.75%
Aggregate amount of debt committed								$ 5,356,000
Amounts of discounts or backstop premiums in committed								$ 156,000
DDBS
Organization and Business Activities
Permitted Transfer Cap under Equity Purchase Agreement					$ 1,520,000
Total cash purchase price \| $ / shares					$ 1.00
Total receivables				$ 4,606,000	$ 4,606,000
DDBS \| 5 7/8% Senior Notes due 2024
Organization and Business Activities
Interest rate (as a percent)				5.875%	5.875%	5.875%
DBS SubscriberCo
Organization and Business Activities
Proceeds from issuance of convertible notes (Note 9)				$ 2,500,000
Debt issuance costs				136,000
DBS SubscriberCo \| New DISH DBS Financing
Organization and Business Activities
Proceeds from issuance of convertible notes (Note 9)					$ 2,500,000	$ 2,500,000
Amount used for redemption or repayment or repurchase 5 7/8% Senior Notes due 2024				$ 2,047,000	$ 2,047,000
DBS SubscriberCo \| 5 7/8% Senior Notes due 2024
Organization and Business Activities
Interest rate (as a percent)										5.875%
Sling TV Holding L.L.C.
Organization and Business Activities
Number of Pay-TV subscribers \| item				2,143,000	2,143,000
DISH Network L.L.C.
Organization and Business Activities
Number of Americans nationwide for deployment of 5G services \| person			250
Dish TV
Organization and Business Activities
Number of Pay-TV subscribers \| item				5,888,000	5,888,000

Revenue Recognition - Activity in Contract Acquisition Costs, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition
Balance at beginning of period	$ 307,345	$ 428,134	$ 352,114	$ 460,876
Additions	67,086	78,556	202,328	268,094
Amortization expense	(75,438)	(106,176)	(254,541)	(329,462)
Foreign currency translation	43	(325)	(865)	681
Balance at end of period	$ 299,036	$ 400,189	$ 299,036	$ 400,189

Segment Reporting - Revenue, Operating Income and Purchases of Property and Equipment by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting
Total revenue	$ 3,890,984	$ 4,108,874	$ 11,858,578	$ 12,853,002
Operating income (loss)	(160,767)	(31,349)	(241,380)	574,218
Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	494,866	995,664	1,843,595	3,246,877
Operating segment \| Pay-TV
Segment Reporting
Total revenue	2,618,031	2,807,101	8,020,893	8,754,372
Operating income (loss)	588,501	589,465	1,926,361	1,985,490
Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	53,357	64,331	165,275	167,524
Operating segment \| Retail Wireless
Segment Reporting
Total revenue	895,949	890,980	2,693,330	2,794,087
Operating income (loss)	(113,792)	(168,166)	(309,571)	(298,872)
Operating segment \| 5G Network Deployment
Segment Reporting
Total revenue	43,227	29,916	108,245	67,902
Operating income (loss)	(600,270)	(463,105)	(1,749,961)	(1,198,667)
Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	396,596	852,169	1,506,237	2,907,102
Operating segment \| Broadband and Satellite Services
Segment Reporting
Total revenue	386,709	413,073	1,163,306	1,305,779
Operating income (loss)	(36,116)	9,991	(110,256)	81,543
Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	44,913	79,164	172,083	172,251
Operating segment \| All Other & Eliminations
Segment Reporting
Total revenue	(52,932)	(32,196)	(127,196)	(69,138)
Operating income (loss)	$ 910	$ 466	$ 2,047	$ 4,724

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Revenue Recognition

12.Revenue Recognition

Contract Balances

Our valuation and qualifying accounts as of September 30, 2024 were as follows:


	For the Nine Months Ended
	September 30,
	2024
	(In thousands)
Balance at beginning of period	$	74,390
Current period provision for expected credit losses		86,167
Write-offs charged against allowance		(77,867)
Acquisitions		—
Foreign currency translation		(263)
Balance at end of period	$	82,427

Contract assets arise when we recognize revenue for providing a service in advance of billing our customers. Our contract assets typically relate to our long-term contracts where we recognize revenue using the cost-based input method and the revenue recognized exceeds the amount billed to the customer.

Our contract assets also include receivables related to sales-type leases recognized over the lease term as the customer is billed. Contract assets are amortized as the customer is billed for services. Contract assets are recorded in “Trade accounts receivable, net” on our Condensed Consolidated Balance Sheets.

The following table summarizes our contract asset balances:


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Contract assets	$	98,299	$	66,103

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

The following table summarizes our contract liability balances:


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Contract liabilities	$	637,168	$	710,456

Our beginning of period contract liability recorded as customer contract revenue during 2024 was $658 million.

Performance Obligations

Pay-TV and Retail Wireless Segments

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.

Broadband and Satellite Services Segment

As of September 30, 2024, the remaining performance obligations for our customer contracts was approximately $1.426 billion, compared to $1.740 billion as of December 31, 2023, a decrease of $314 million. This decrease primarily resulted from the evaluation of the credit worthiness of the portfolio and modifying certain long-term agreements. Performance obligations expected to be satisfied within one year and greater than one year are 31% and 69%, respectively. This amount and percentages exclude leasing arrangements and agreements with consumer customers.

Contract Acquisition Costs

The following table presents the activity in our contract acquisition costs, net:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Balance at beginning of period	$	307,345	$	428,134	$	352,114	$	460,876
Additions		67,086		78,556		202,328		268,094
Amortization expense		(75,438)		(106,176)		(254,541)		(329,462)
Foreign currency translation		43		(325)		(865)		681
Balance at end of period	$	299,036	$	400,189	$	299,036	$	400,189

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Other investments, net:
Interest rate (as a percent)	0.25%	0.25%		0.25%
Equity in earnings (losses) of affiliates		$ (5,276)	$ (3,193)	$ (74,459)	$ (6,671)
NagraStar
Other investments, net:
Ownership interest (as a percent)	50.00%	50.00%		50.00%
Invidi Technologies Corporation
Other investments, net:
Ownership interest (as a percent)	35.00%	35.00%		35.00%
Equity in earnings (losses) of affiliates				$ 63,000
TerreStar Solutions, Inc
Other investments, net:
Ownership interest (as a percent)	33.00%	33.00%		33.00%
Deluxe/EchoStar LLC
Other investments, net:
Ownership interest (as a percent)	50.00%	50.00%		50.00%
Broadband connectivity solutions
Other investments, net:
Ownership interest (as a percent)	20.00%	20.00%		20.00%
Amount returns on investment	$ 20,000
DDBS \| 5 1/4% Senior Secured Notes due 2026
Other investments, net:
Interest rate (as a percent)	5.25%	5.25%		5.25%		5.25%
DDBS \| 5 7/8% Senior Notes due 2024
Other investments, net:
Interest rate (as a percent)	5.875%	5.875%		5.875%		5.875%
DDBS \| 5 3/4% Senior Secured Notes due 2028
Other investments, net:
Interest rate (as a percent)	5.75%	5.75%		5.75%		5.75%
Commercial paper \| Maximum
Other investments, net:
Debt term of Maturity				365 days
Corporate securities \| Maximum
Other investments, net:
Debt term of Maturity				18 months
DDBS \| New DISH DBS Financing
Other investments, net:
Proceeds from issuance of long-term debt				$ 2,047,000
DDBS \| 5 7/8% Senior Notes due 2024
Other investments, net:
Interest rate (as a percent)	5.875%	5.875%		5.875%

Segment Reporting - Revenue from External Customers (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting
Revenues	$ 3,890,984	$ 4,108,874	$ 11,858,578	$ 12,853,002
All other \| Equipment sales and other revenue
Segment Reporting
Eliminations	(52,932)	(32,196)	(127,196)	(69,138)
Pay-TV \| Pay-TV subscriber and related revenue
Segment Reporting
Revenues	2,602,176	2,776,950	7,961,736	8,592,126
Pay-TV \| Equipment sales and other revenue
Segment Reporting
Revenues	15,855	30,151	59,157	162,246
Retail Wireless \| Wireless services and related revenue
Segment Reporting
Revenues	778,737	814,267	2,368,138	2,535,296
Retail Wireless \| Equipment sales and other revenue
Segment Reporting
Revenues	117,212	76,713	325,192	258,791
5G Network Deployment \| Equipment sales and other revenue
Segment Reporting
Revenues	43,227	29,916	108,245	67,902
Broadband and satellite services \| Broadband and satellite services and other revenue
Segment Reporting
Revenues	294,703	356,299	914,350	1,099,049
Broadband and satellite services \| Equipment sales and other revenue
Segment Reporting
Revenues	$ 92,006	$ 56,774	$ 248,956	$ 206,730

Leases

9 Months Ended

Sep. 30, 2024

Leases

Leases

8.	Leases

Lessee Accounting

We enter into non-cancelable operating and finance leases for, among other things, communication towers, satellites, satellite-related ground infrastructure, data centers, office space, dark fiber and transport equipment, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to 13 years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements (generally communication towers), the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

Our Eutelsat 65 West A, Telesat T19V and EchoStar 105/SES-11 satellites are accounted for as finance leases within our Broadband and Satellite Services segment. Our Nimiq 5 satellite is accounted for as finance lease within our Pay-TV segment. Subsequent to September 30, 2024, we extended the Nimiq 5 lease to October 2029 and as a result, beginning in the fourth quarter of 2024, we will account for the Nimiq 5 lease as an operating lease.

Substantially all of our remaining leases are accounted for as operating leases, including our Anik F3 satellite lease.

The components of lease expense were as follows:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Operating lease cost (1)	$	156,172	$	136,778	$	478,662	$	383,361

Short-term lease cost (2)		1,183		1,247		3,234		3,790

Finance lease cost:
Amortization of right-of-use assets		25,561		17,628		58,239		73,432
Interest on lease liabilities		1,980		3,521		7,169		10,915
Total finance lease cost		27,541		21,149		65,408		84,347
Total lease costs	$	184,896	$	159,174	$	547,304	$	471,498

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

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

Supplemental cash flow information related to leases was as follows:


	For the Nine Months Ended
	September 30,
	2024		2023

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	368,793	$	251,799
Operating cash flows from finance leases	$	7,363	$	9,778
Financing cash flows from finance leases	$	49,648	$	37,936

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	406,101	$	559,539
Finance leases	$	—	$	53,771

Supplemental balance sheet information related to leases was as follows:


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Operating Leases:
Operating lease assets	$	3,158,548	$	3,065,448

Other current liabilities	$	487,113	$	317,395
Operating lease liabilities		3,125,819		3,121,307
Total operating lease liabilities	$	3,612,932	$	3,438,702

Finance Leases:
Property and equipment, gross	$	821,981	$	833,933
Accumulated depreciation		(572,254)		(520,344)
Property and equipment, net	$	249,727	$	313,589

Other current liabilities	$	29,386	$	56,459
Other long-term liabilities		44,623		67,199
Total finance lease liabilities	$	74,009	$	123,658

Weighted Average Remaining Lease Term:
Operating leases		10.0 years		10.6 years
Finance leases		2.0 years		2.2 years

Weighted Average Discount Rate:
Operating leases		10.2%		9.5%
Finance leases		9.3%		9.7%

Maturities of lease liabilities as of September 30, 2024 were as follows:


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

	(In thousands)
2024 (remaining three months)	$	101,553	$	8,463	$	110,016
2025		529,427		35,392		564,819
2026		564,094		36,588		600,682
2027		567,457		2,574		570,031
2028		524,943		—		524,943
Thereafter		3,478,802		—		3,478,802
Total lease payments		5,766,276		83,017		5,849,293
Less: Imputed interest		(2,153,344)		(9,008)		(2,162,352)
Total		3,612,932		74,009		3,686,941
Less: Current portion		(487,113)		(29,386)		(516,499)
Long-term portion of lease obligations	$	3,125,819	$	44,623	$	3,170,442

Lessor Accounting

The following table presents our lease revenue by type of lease:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Lease revenue:
Sales-type lease revenue	$	2,984	$	2,774	$	5,607	$	10,415
Operating lease revenue		2,732		10,490		12,216		32,743
Total lease revenue	$	5,716	$	13,264	$	17,823	$	43,158

Substantially all of our net investment in sales-type leases consisted of lease receivables totaling $28 million and $30 million as of September 30, 2024 and December 31, 2023, respectively.

The following table presents future operating lease payments to be received as of September 30, 2024:


For the Years Ending December 31,	Total
	(In thousands)
2024 (remaining three months)	$	7,286
2025		8,768
2026		5,978
2027		3,822
2028		847
Thereafter		448
Total lease payments to be received	$	27,149

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Maturities of lease liabilities: Operating Leases
2024 (remaining three months)	$ 101,553
2025	529,427
2026	564,094
2027	567,457
2028	524,943
Thereafter	3,478,802
Total lease payments	5,766,276
Less: Imputed interest	(2,153,344)
Total	3,612,932	$ 3,438,702
Less: Current portion	(487,113)	(317,395)
Long-term portion of lease obligations	3,125,819	3,121,307
Maturities of lease liabilities: Finance Leases
2024 (remaining three months)	8,463
2025	35,392
2026	36,588
2027	2,574
Total lease payments	83,017
Less: Imputed interest	(9,008)
Total	74,009	123,658
Less: Current portion	(29,386)	(56,459)
Long-term portion of lease obligations	44,623	$ 67,199
Maturities of lease liabilities: Total
2024 (remaining three months)	110,016
2025	564,819
2026	600,682
2027	570,031
2028	524,943
Thereafter	3,478,802
Total lease payments	5,849,293
Less: Imputed interest	(2,162,352)
Total	3,686,941
Less: Current portion	(516,499)
Long-term portion of lease obligations	$ 3,170,442

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Summary of wireless spectrum licenses

Build-Out Deadlines

Final

Carrying Amount

Interim

Accelerated License Areas

Extension License Areas

Expiration Date

(In thousands)

Owned:

DBS Licenses (1)

677,409

700 MHz Licenses (2)

701,803

December 31, 2024 (3)

June 14, 2025 (5)

June 2033

AWS-4 Licenses (2)

1,928,688

December 31, 2024 (3)

June 14, 2025 (5)

June 2033

H Block Licenses (2)

1,671,506

December 31, 2024 (3)

June 14, 2025 (6)

June 2033

600 MHz Licenses

6,192,575

December 31, 2024 (4)

June 14, 2025 (7)

June 2029

MVDDS Licenses (1)

24,000

July, August, September 2034

LMDS Licenses (1)

—

September 2028

28 GHz Licenses

2,883

October 2, 2029 (8)

October 2029

24 GHz Licenses

11,772

December 11, 2029 (8)

December 2029

37 GHz, 39 GHz and 47 GHz Licenses

202,392

June 4, 2030 (8)

June 2030

3550-3650 MHz Licenses

912,200

March 12, 2031 (8)

March 2031

3.7-3.98 GHz Licenses

2,969

July 23, 2029 (8)

July 23, 2033 (8)

July 2036

3.45–3.55 GHz Licenses

7,329,093

May 4, 2026 (9)

May 4, 2030 (9)

May 2037

1695-1710 MHz, 1755-1780 MHz and 2155-2180 MHz (2)

972

March 2026

AWS-3

9,829,287

December 31, 2024 (10)

October 2025 (11)

Subtotal

29,487,549

Capitalized Interest (12)

9,214,754

Total as of September 30, 2024

38,702,303

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

(2)	The interim build-out deadlines for these licenses are in the past.

(3)

For certain of these license areas, we must offer 5G broadband service to at least 85% of the population in each Economic Area (which is a service area established by the FCC), and for certain other licenses we must offer 5G broadband service to at least 80% of the population in each Economic Area by this date. These licenses are set forth in Appendices A and D of our September 2024 FCC extension request.

(4)

For certain of these license areas, we must offer 5G broadband service to at least 85% of the population in each Partial Economic Area (which is a service area established by the FCC), and for certain other licenses we must offer 5G broadband service to at least 80% of the population in each Partial Economic Area by this date. These licenses are set forth in Appendices B and E of our September 2024 FCC extension request.

(5)

For the 700 MHz and AWS-4 licenses set forth in Appendix G-1 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least 70% of the population in each Economic Area (which is a service area established by the FCC) with respect to these licenses shall be extended to December 14, 2026. The final deadline shall be further extended to June 14, 2028, if: by December 31, 2024, we are offering 5G broadband service to at least 80% of the U.S. population and, as of June 14, 2025 (as defined in our September 2024 FCC extension request): (a) we have offered a low-cost 5G broadband plan and device to consumers nationwide; (b) we have deployed at least 24,000 5G sites; (c) we have upgraded our deployed 5G sites to 3GPP Release 17; and (d) we have provisioned at least 75% of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of our September 2024 FCC extension request.

(6)

For the H-Block licenses set forth in Appendix G-1 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least 75% of the population in each Economic Area (which is a service area established by the FCC) with respect to these licenses shall be extended to December 14, 2026. The final deadline shall be further extended to June 14, 2028, if: by December 31, 2024, we are offering 5G broadband service to at least 80% of the U.S. population and, as of June 14, 2025 (as defined in our September 2024 FCC extension request): (a) we have offered a low-cost 5G broadband plan and device to consumers nationwide; (b) we have deployed at least 24,000 5G sites; (c) we have upgraded our deployed 5G sites to 3GPP Release 17; and (d) we have provisioned at least 75% of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of our September 2024 FCC extension request.

(7)

For the 600 MHz licenses set forth in Appendix G-2 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least 75% of the population in each Partial Economic Area (which is a service area established by the FCC) with respect to these licenses shall be extended to December 14, 2026. The final deadline shall be further extended to June 14, 2028, if: by December 31, 2024, we are offering 5G broadband service to at least 80% of the U.S. population and, as of June 14, 2025 (as defined in our September 2024 FCC extension request): (a) we have offered a low-cost 5G broadband plan and device to consumers nationwide; (b) we have deployed at least 24,000 5G sites; (c) we have upgraded our deployed 5G sites to 3GPP Release 17; and (d) we have provisioned at least 75% of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of our September 2024 FCC extension request.

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

(9)	There are a variety of build-out options and associated build-out metrics associated with these licenses. If the interim build-out requirement is not met, the final build-out requirement may be accelerated by one year from May 2030 to May 2029.

(10)

For certain of these license areas, we must provide reliable signal coverage and offer service for certain accelerated licenses to at least 85% of the population of each license area and for certain other accelerated licenses to at least 80% of the population of each license area by this date. These accelerated licenses are set forth in Appendices C and F of our September 2024 FCC extension request.

(11)

For the AWS-3 licenses set forth in Appendix G-3 of our September 2024 FCC extension request, if, by December 31, 2024, we satisfy the accelerated buildout obligations described in footnotes 3, 4 and 11 herein, the final deadline for us to offer 5G broadband service to at least 75% of the population in each license area with respect to these licenses shall be extended to December 14, 2026. The final deadline shall be further extended to June 14, 2028, if: by December 31, 2024, we are offering 5G broadband service to at least 80% of the U.S. population and, as of June 14, 2025 (as defined in our September 2024 FCC extension request): (a) we have offered a low-cost 5G broadband plan and device to consumers nationwide; (b) we have deployed at least 24,000 5G sites; (c) we have upgraded our deployed 5G sites to 3GPP Release 17; and (d) we have provisioned at least 75% of new subscribers with an EchoStar-certified 5G device on our MNO network if the subscriber is within the accelerated markets as set forth in Appendices A-F of our September 2024 FCC extension request.

(12)	See Note 2 for further information.

Property and Equipment and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of property and equipment


	Depreciable			As of
	Life			September 30,		December 31,
	(In Years)			2024		2023

				(In thousands)
Equipment leased to customers	2	-	5	$	1,833,202	$	1,977,450
Satellites (1)	5	-	15		3,877,264		4,168,766
Satellites acquired under finance lease agreements		15			700,879		712,832
Furniture, fixtures, equipment and other	1	-	20		1,699,849		1,691,389
5G Network Deployment equipment (2)	3	-	15		4,860,116		4,263,327
Software and computer equipment	2	-	8		2,746,601		2,503,597
Buildings and improvements (3)	1	-	40		512,808		538,815
Land (3)		-			42,941		46,675
Construction in progress		-			1,857,731		1,844,338
Total property and equipment					18,131,391		17,747,189
Accumulated depreciation					(8,843,665)		(8,185,355)
Property and equipment, net				$	9,287,726	$	9,561,834

(1)	The Spaceway 3 satellite was deorbited in January 2024.

(2)	Includes 5G Network Deployment assets acquired under finance lease agreements.

(3)	This decrease resulted from the sale of certain assets to CONX Corp., which closed May 1, 2024. See Note 13 for further information.

Schedule of depreciation and amortization expense


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Equipment leased to customers	$	83,778	$	75,150	$	214,723	$	251,250
Satellites		74,464		64,934		225,365		196,001
Buildings, furniture, fixtures, equipment and other		20,685		35,423		96,105		85,900
5G Network Deployment equipment		187,281		94,204		533,575		231,085
Software and computer equipment		94,193		73,319		278,746		188,298
Intangible assets and other amortization expense		17,033		54,181		121,845		163,064
Total depreciation and amortization	$	477,434	$	397,211	$	1,470,359	$	1,115,598

Schedule of asset retirement obligations



	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Balance at beginning of period	$	300,475	$	246,656	$	278,287	$	183,135
Liabilities incurred		5,051		11,229		14,010		65,580
Accretion expense		7,114		5,665		20,343		14,835
Revision to estimated cash flows		—		—		—		—
Balance at end of period	$	312,640	$	263,550	$	312,640	$	263,550

Total included in Other long-term liabilities	$	312,640	$	263,550	$	312,640	$	263,550

Pay-TV

Schedule of satellites


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

Under Construction:
EchoStar XXV	2026	110	N/A

Leased from Other Third-Party:
Anik F3	April 2007	118.7	April 2025
Nimiq 5 (1)	September 2009	72.7	October 2029

(1)	Subsequent to September 30, 2024, we extended the Nimiq 5 lease to October 2029 and as a result, beginning in the fourth quarter of 2024, we will account for the Nimiq 5 lease as an operating lease.

Broadband and Satellite Services

Schedule of satellites


		Degree	Lease
	Launch	Orbital	Termination
Satellites	Date	Location	Date
Owned:
EchoStar IX	August 2003	121	N/A
EchoStar XVII	July 2012	107	N/A
EchoStar XIX	December 2016	97.1	N/A
EchoStar XXI	June 2017	10.25	N/A
Al Yah 3	January 2018	20	N/A
EchoStar XXIV	July 2023	95.2	N/A

Leased from Other Third-Party:
Eutelsat 65 West A	March 2016	65	July 2031
Telesat T19V	July 2018	63	August 2033
EchoStar 105/SES-11	October 2017	105	November 2029

Basic and Diluted Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

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

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes potential dilution and is computed by dividing “Net income (loss) attributable to EchoStar” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and if our Convertible Notes were converted. The potential dilution from stock awards is accounted for using the treasury stock method based on the average market value of our Class A common stock for the reporting period. The potential dilution from conversion of the Convertible Notes is accounted for using the if-converted method, which requires that all of the shares of our Class A common stock issuable upon conversion of the Convertible Notes will be included in the calculation of diluted EPS assuming conversion of the Convertible Notes at the beginning of the reporting period (or at time of issuance, if later).

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands, except per share amounts)
Net income (loss)	$	(143,801)	$	(118,737)	$	(459,634)	$	386,800
Less: Net income (loss) attributable to noncontrolling interests, net of tax		(1,989)		19,634		(4,855)		58,975
Net income (loss) attributable to EchoStar - Basic		(141,812)		(138,371)		(454,779)		327,825
Interest on dilutive Convertible Notes, net of tax (1) (4)		—		—		—		—
Net income (loss) attributable to EchoStar - Diluted	$	(141,812)	$	(138,371)	$	(454,779)	$	327,825

Weighted-average common shares outstanding - Class A and B common stock:
Basic (2)		271,736		271,245		271,616		270,637
Dilutive impact of Convertible Notes (3) (4) (5)		—		—		—		37,550
Dilutive impact of stock awards outstanding (4)		—		—		—		72
Diluted		271,736		271,245		271,616		308,259

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar	$	(0.52)	$	(0.51)	$	(1.67)	$	1.21
Diluted net income (loss) per share attributable to EchoStar	$	(0.52)	$	(0.51)	$	(1.67)	$	1.06

(1)	For the nine months ended September 30, 2023, substantially all of our interest expense was capitalized. See Note 2 for further information.

(2)	Upon the closing of the PIPE Investment, as detailed and defined in Note 14, we will issue 14.265 million shares of our Class A Common Stock.

(3)	We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.

(4)

For the three and nine months ended September 30, 2024 and the three months ended September 30, 2023, the dilutive impact of 33 million, 34 million and 38 million weighted-average shares of Class A common stock, respectively, were excluded from the computation of “Diluted net income (loss) per share attributable to EchoStar” because the effect would have been anti-dilutive as a result of the net loss attributable to EchoStar in the period.

(5)	Upon the closing of the EchoStar Exchange Offers, as detailed and defined in Note 14, we will issue $1.906 billion aggregate principal amount of 3 7/8% Convertible Secured Notes due 2030, which may be converted into 57 million shares.

Certain stock awards to acquire our Class A common stock are not included in the weighted-average common shares outstanding above, as their effect is anti-dilutive. In addition, vesting of performance/market based options and rights to acquire shares of our Class A common stock granted pursuant to our performance based stock incentive plans (“Restricted Performance Units”) are both contingent upon meeting certain goals, some of which are not yet probable of being achieved. Furthermore, the warrants that we issued to certain option counterparties in connection with the Convertible Notes due 2026 are only exercisable at their expiration if the market price per share of our Class A common stock is greater than the strike price of the warrants, which is at price ranges of approximately $185.75 to $245.33 per share, subject to certain adjustments. As a consequence, the following are not included in the diluted EPS calculation.


	As of September 30,
	2024	2023

	(In thousands)
Anti-dilutive stock awards	7,195	11,028
Performance/market based options	4,418	4,759
Common stock warrants	16,151	16,151
Total	27,764	31,938

Exchange Offer

On March 4, 2024, we commenced a tender offer to eligible employees (which excludes our co-founders and the non-executive/non-employee members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed March 4, 2024 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 April 1, 2024 and we accepted for exchange approximately 7 million stock options. As a result of the Exchange Offer, during the second quarter of 2024, the exercise price of approximately 6 million new stock options, affecting approximately 1,000 eligible employees, was adjusted to $14.04. The total incremental non-cash stock-based compensation expense resulting from the Exchange Offer is $15 million, which will be recognized over the remaining vesting period of the applicable options.

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory
Finished goods	$ 320,956	$ 512,894
Work-in-process and service repairs	63,997	68,463
Consignment	13,066	56,360
Raw materials	43,664	27,452
Total inventory	$ 441,683	$ 665,169

Commitments and Contingencies - Part 3 (Details) person in Millions								9 Months Ended	12 Months Ended
	Sep. 29, 2023 item	Sep. 29, 2023 person	Sep. 01, 2020	Sep. 23, 2016 USD ($)	Aug. 18, 2015 USD ($)	Jul. 17, 2015 USD ($)	Mar. 14, 2014 USD ($)	Sep. 30, 2024 USD ($) item	Dec. 31, 2021 USD ($)
Loss contingencies
Number of Americans Nationwide For Deploy FiveG Services	200,000,000	200
Loss contingency terms
Loss Contingency, Damages Awarded, Value								$ 92,000,000
Loss Contingency, Damages Paid, Value									$ 54,000,000
Northstar Spectrum And SNR Holdco \| AWS-3 Licenses
Loss contingency terms
Percentage of bidding credit								25.00%
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Vermont National Telephone Company
Loss contingency terms
Percentage of bidding credit				25.00%
Recovery amount				$ 10,000,000,000
Bidding credit value				3,300,000,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Minimum \| Vermont National Telephone Company
Loss contingency terms
Claim amount				5,500
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses \| Maximum \| Vermont National Telephone Company
Loss contingency terms
Claim amount				$ 11,000
Northstar Wireless or Northstar Spectrum \| SNR Licenses
Loss contingency terms
Percentage of bidding credit					25.00%
Bidding credit value					$ 1,961,000,000
SNR \| SNR Licenses
Loss contingency terms
Bidding credit value					$ 1,370,000,000
DISH Network L.L.C.
Loss contingencies
Number of Americans Nationwide For Deploy FiveG Services \| person		250
Pending Litigation \| ClearPlay
Loss contingency terms
Claim amount							$ 469,000,000
Pending Litigation \| TQ Delta
Loss contingency terms
Claim amount						$ 251,000,000
Cyber-Security Class Actions
Loss contingency terms
Ten additional putative class action complaints \| item								10
License Fee Dispute
Loss contingencies
Payment schedule term (in years)			10 years

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	Feb. 16, 2024	Oct. 12, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Summary of Significant Accounting Policies
Cost of sales - equipment and other			$ 393,024	$ 612,378	$ 1,164,200	$ 1,715,936
Interest expense, net of amounts capitalized			81,503	21,795	262,077	63,476
Advertising expenses			210,000	211,000	538,000	591,000
Research and Development
Research and development cost			20,000	26,000	74,000	81,000
SNR HoldCo
Summary of Significant Accounting Policies
Purchase of ownership interests	$ 442,000
5G Network Development
Summary of Significant Accounting Policies
Cost of sales - equipment and other				$ 261,000		$ 671,000
Interest expense, net of amounts capitalized			$ 69,000		$ 226,000
Northstar
Summary of Significant Accounting Policies
Purchase of ownership interests		$ 109,000

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments - Investments Measured at Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair value of marketable securities
Debt securities	$ 11,000
Derivative's fair value	0	$ 0
Fair value measurements on recurring basis
Fair value of marketable securities
Cash equivalents (including restricted)	2,293,570	1,692,849
Total	70,734	650,884
Fair value measurements on recurring basis \| U.S. Treasury and agency securities
Fair value of marketable securities
Total	10,785	65,172
Fair value measurements on recurring basis \| Commercial paper
Fair value of marketable securities
Total		290,398
Fair value measurements on recurring basis \| Corporate securities
Fair value of marketable securities
Total		114,265
Fair value measurements on recurring basis \| Other
Fair value of marketable securities
Total	187	4,844
Fair value measurements on recurring basis \| Equity securities
Fair value of marketable securities
Equity securities	59,762	176,205
Fair value measurements on recurring basis \| Level 1
Fair value of marketable securities
Cash equivalents (including restricted)	209,010	573,504
Total	62,390	231,653
Fair value measurements on recurring basis \| Level 1 \| U.S. Treasury and agency securities
Fair value of marketable securities
Total	10,785	65,172
Fair value measurements on recurring basis \| Level 1 \| Equity securities
Fair value of marketable securities
Equity securities	51,605	166,481
Fair value measurements on recurring basis \| Level 2
Fair value of marketable securities
Cash equivalents (including restricted)	2,084,560	1,119,345
Total	8,293	419,087
Fair value measurements on recurring basis \| Level 2 \| Commercial paper
Fair value of marketable securities
Total		290,398
Fair value measurements on recurring basis \| Level 2 \| Corporate securities
Fair value of marketable securities
Total		114,265
Fair value measurements on recurring basis \| Level 2 \| Other
Fair value of marketable securities
Total	136	4,700
Fair value measurements on recurring basis \| Level 2 \| Equity securities
Fair value of marketable securities
Equity securities	8,157	9,724
Fair value measurements on recurring basis \| Level 3
Fair value of marketable securities
Total	51	144
Fair value measurements on recurring basis \| Level 3 \| Other
Fair value of marketable securities
Total	$ 51	$ 144

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Components of Lease Expense


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Operating lease cost (1)	$	156,172	$	136,778	$	478,662	$	383,361

Short-term lease cost (2)		1,183		1,247		3,234		3,790

Finance lease cost:
Amortization of right-of-use assets		25,561		17,628		58,239		73,432
Interest on lease liabilities		1,980		3,521		7,169		10,915
Total finance lease cost		27,541		21,149		65,408		84,347
Total lease costs	$	184,896	$	159,174	$	547,304	$	471,498

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

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

Summary of Supplemental cash flow information related to leases


	For the Nine Months Ended
	September 30,
	2024		2023

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	368,793	$	251,799
Operating cash flows from finance leases	$	7,363	$	9,778
Financing cash flows from finance leases	$	49,648	$	37,936

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	406,101	$	559,539
Finance leases	$	—	$	53,771

Summary of supplemental balance sheet information related to leases


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Operating Leases:
Operating lease assets	$	3,158,548	$	3,065,448

Other current liabilities	$	487,113	$	317,395
Operating lease liabilities		3,125,819		3,121,307
Total operating lease liabilities	$	3,612,932	$	3,438,702

Finance Leases:
Property and equipment, gross	$	821,981	$	833,933
Accumulated depreciation		(572,254)		(520,344)
Property and equipment, net	$	249,727	$	313,589

Other current liabilities	$	29,386	$	56,459
Other long-term liabilities		44,623		67,199
Total finance lease liabilities	$	74,009	$	123,658

Weighted Average Remaining Lease Term:
Operating leases		10.0 years		10.6 years
Finance leases		2.0 years		2.2 years

Weighted Average Discount Rate:
Operating leases		10.2%		9.5%
Finance leases		9.3%		9.7%

Summary of Maturities of lease liabilities


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

	(In thousands)
2024 (remaining three months)	$	101,553	$	8,463	$	110,016
2025		529,427		35,392		564,819
2026		564,094		36,588		600,682
2027		567,457		2,574		570,031
2028		524,943		—		524,943
Thereafter		3,478,802		—		3,478,802
Total lease payments		5,766,276		83,017		5,849,293
Less: Imputed interest		(2,153,344)		(9,008)		(2,162,352)
Total		3,612,932		74,009		3,686,941
Less: Current portion		(487,113)		(29,386)		(516,499)
Long-term portion of lease obligations	$	3,125,819	$	44,623	$	3,170,442

Schedule of Lease Revenue


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Lease revenue:
Sales-type lease revenue	$	2,984	$	2,774	$	5,607	$	10,415
Operating lease revenue		2,732		10,490		12,216		32,743
Total lease revenue	$	5,716	$	13,264	$	17,823	$	43,158

Schedule of Operating Lease Payments to be Received


For the Years Ending December 31,	Total
	(In thousands)
2024 (remaining three months)	$	7,286
2025		8,768
2026		5,978
2027		3,822
2028		847
Thereafter		448
Total lease payments to be received	$	27,149

Inventory

9 Months Ended

Sep. 30, 2024

Inventory

Inventory

6.	Inventory

Inventory consisted of the following:


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Finished goods	$	320,956	$	512,894
Work-in-process and service repairs		63,997		68,463
Consignment		13,066		56,360
Raw materials		43,664		27,452
Total inventory	$	441,683	$	665,169

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting

Schedule of total assets, revenue and operating income, and purchases of property and equipment, net of refunds by segment


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Assets:
Pay-TV (1)	$	53,387,378	$	49,437,958
Retail Wireless		600,618		777,957
5G Network Deployment (2)		47,749,117		46,793,378
Broadband and Satellite Services		3,884,061		5,811,553
Eliminations (2)		(48,073,797)		(45,711,952)
Total assets	$	57,547,377	$	57,108,894

(1)	The increase primarily resulted from the New DISH DBS Financing issuance of $2.5 billion. See Note 9 for further information.

(2)	The increase primarily resulted from intercompany advances for capital expenditures related to our 5G Network Deployment.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Revenue:
Pay-TV	$	2,618,031	$	2,807,101	$	8,020,893	$	8,754,372
Retail Wireless		895,949		890,980		2,693,330		2,794,087
5G Network Deployment		43,227		29,916		108,245		67,902
Broadband and Satellite Services		386,709		413,073		1,163,306		1,305,779
Eliminations		(52,932)		(32,196)		(127,196)		(69,138)
Total revenue	$	3,890,984	$	4,108,874	$	11,858,578	$	12,853,002

Operating income (loss):
Pay-TV	$	588,501	$	589,465	$	1,926,361	$	1,985,490
Retail Wireless		(113,792)		(168,166)		(309,571)		(298,872)
5G Network Deployment		(600,270)		(463,105)		(1,749,961)		(1,198,667)
Broadband and Satellite Services		(36,116)		9,991		(110,256)		81,543
Eliminations		910		466		2,047		4,724
Total operating income (loss)	$	(160,767)	$	(31,349)	$	(241,380)	$	574,218

Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)
Pay-TV	$	53,357	$	64,331	$	165,275	$	167,524
5G Network Deployment		396,596		852,169		1,506,237		2,907,102
Broadband and Satellite Services		44,913		79,164		172,083		172,251
Total purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	$	494,866	$	995,664	$	1,843,595	$	3,246,877

Schedule of long-lived assets by geographic region and revenue from external customers disaggregated by major revenue source


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
Category:	2024		2023		2024		2023

	(In thousands)
Pay-TV subscriber and related revenue	$	2,602,176	$	2,776,950	$	7,961,736	$	8,592,126
Retail wireless services and related revenue		778,737		814,267		2,368,138		2,535,296
Broadband and satellite services and other revenue		294,703		356,299		914,350		1,099,049
Pay-TV equipment sales and other revenue		15,855		30,151		59,157		162,246
Retail wireless equipment sales and other revenue		117,212		76,713		325,192		258,791
5G network deployment equipment sales and other revenue (1)		43,227		29,916		108,245		67,902
Broadband equipment and other revenue		92,006		56,774		248,956		206,730
Eliminations (1)		(52,932)		(32,196)		(127,196)		(69,138)
Total	$	3,890,984	$	4,108,874	$	11,858,578	$	12,853,002

(1)	“5G network deployment equipment sales and other revenue” includes intercompany revenue.

Property and Equipment and Intangible Assets - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 item
Pay-TV
Property and Equipment
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator	9
Owned satellites	7
Number of satellites leased	2
Broadband and Satellite Services
Property and Equipment
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator	9
Owned satellites	6
Number of satellites leased	3

Commitments and Contingencies (Details) $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended	36 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Oct. 12, 2023 USD ($)	Sep. 29, 2023	Sep. 30, 2024 USD ($) item	Sep. 30, 2024 USD ($) item	Sep. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)	Sep. 20, 2022 USD ($)
Organization and Business Activities
Litigation accrual							$ 3,900
Regulatory Authorizations			$ 38,702,303	$ 38,702,303	$ 38,702,303
Accrued Upfront Payment					95,435
Carrying value of the assets				50,418	50,418
Wireless
Organization and Business Activities
Network development current and future expenditures					10,000,000	$ 10,000,000
Regulatory Authorizations			29,487,549	29,487,549	29,487,549
DBS Licenses
Organization and Business Activities
Regulatory Authorizations			677,409	677,409	677,409
700 MHz Licenses
Organization and Business Activities
Regulatory Authorizations			$ 701,803	701,803	$ 701,803
Certain of 700 MHz Licenses, AWS-4 Licenses, H Block Licenses areas
Organization and Business Activities
Minimum Percentage Of Population to whom Five G Services Offered in Each Economic Area					85.00%
Certain of other 700 MHz Licenses, AWS-4 Licenses, H Block Licenses
Organization and Business Activities
Minimum Percentage Of Population to whom Five G Services Offered in Each Economic Area					80.00%
Certain of 600 MHz License Areas
Organization and Business Activities
Minimum Percentage Of Population to whom Five G Services Offered in Each Partial Economic Area			85.00%
Certain of 600 MHz Licenses
Organization and Business Activities
Minimum Percentage Of Population to whom Five G Services Offered in Each Partial Economic Area			80.00%
MHz 700 Licenses and AWS-4 Licenses
Organization and Business Activities
Minimum Percentage Of Population for which Five G Services to be Offered, Shall be Extended			70.00%
Minimum Percentage Of Population to whom Five G Services to be Offered to Extend the Final Deadline					80.00%
Minimum Percentage of New Subscribers Provisioned with certified 5G Device					75.00%
Certain of AWS-3 license areas
Organization and Business Activities
Minimum Percentage Of Population to be Provided with Reliable Signal Coverage					85.00%
Certain of AWS-3 other licenses
Organization and Business Activities
Minimum Percentage Of Population to be Provided with Reliable Signal Coverage					80.00%
AWS-4 Licenses
Organization and Business Activities
Regulatory Authorizations			$ 1,928,688	1,928,688	$ 1,928,688
H Block Licenses
Organization and Business Activities
Minimum Percentage Of Population for which Five G Services to be Offered, Shall be Extended					75.00%
Minimum Percentage Of Population to whom Five G Services to be Offered to Extend the Final Deadline					80.00%
Minimum Percentage of New Subscribers Provisioned with certified 5G Device					75.00%
Regulatory Authorizations			1,671,506	1,671,506	$ 1,671,506
600 MHz Licenses
Organization and Business Activities
Minimum Percentage Of Population for which Five G Services to be Offered, Shall be Extended					75.00%
Minimum Percentage Of Population to whom Five G Services to be Offered to Extend the Final Deadline					80.00%
Minimum Percentage of New Subscribers Provisioned with certified 5G Device					75.00%
Regulatory Authorizations			6,192,575	6,192,575	$ 6,192,575
MVDDS
Organization and Business Activities
Regulatory Authorizations			24,000	24,000	24,000
28 GHz Licenses
Organization and Business Activities
Regulatory Authorizations			2,883	2,883	2,883
24 GHz Licenses
Organization and Business Activities
Regulatory Authorizations			11,772	11,772	11,772
37 Ghz, 39 Ghz and 47 Ghz Licenses
Organization and Business Activities
Regulatory Authorizations			202,392	202,392	202,392
3550-3650 MHz Licenses
Organization and Business Activities
Regulatory Authorizations			912,200	912,200	912,200
3.7-3.98 GHz Licenses
Organization and Business Activities
Regulatory Authorizations			2,969	2,969	$ 2,969
3.45-3.55 GHz Licenses
Organization and Business Activities
Acceleration Term of Final Build-Out Requirement, if Interim Build-out Requirement is Not Met					1 year
Regulatory Authorizations			7,329,093	7,329,093	$ 7,329,093
1695-1710 MHz, 1755-1780 MHz, and 2155-2180 MHz
Organization and Business Activities
Regulatory Authorizations			972	972	$ 972
AWS-3 Licenses
Organization and Business Activities
Minimum Percentage Of Population for which Five G Services to be Offered, Shall be Extended					75.00%
Minimum Percentage Of Population to whom Five G Services to be Offered to Extend the Final Deadline					80.00%
Minimum Percentage of New Subscribers Provisioned with certified 5G Device					75.00%
Regulatory Authorizations			9,829,287	9,829,287	$ 9,829,287
Capitalized Interest
Organization and Business Activities
Regulatory Authorizations			9,000,000	9,000,000	$ 9,000,000
Minimum \| MHz 700 Licenses and AWS-4 Licenses
Organization and Business Activities
Minimum percentage of population having access to average download speed		70.00%			70.00%
Capitalized Interest.
Organization and Business Activities
Regulatory Authorizations			9,214,754	9,214,754	$ 9,214,754
Northstar
Organization and Business Activities
Purchase of ownership interests	$ 109,000
Northstar Wireless or Northstar Spectrum
Organization and Business Activities
Re-Auction payment					1,892,000
Northstar Wireless or Northstar Spectrum \| AWS-3 Licenses
Organization and Business Activities
Non-payment gross winning bids			$ 2,226,000	$ 2,226,000	$ 2,226,000
Interim payment percentage					15.00%
Overpayment of interim payment					$ 334,000
Northstar Wireless or Northstar Spectrum \| Northstar
Organization and Business Activities
Number of wireless spectrum licenses \| item			261	261	261
SNR
Organization and Business Activities
Non-payment gross winning bids			$ 1,211,000	$ 1,211,000	$ 1,211,000
Interim payment percentage					15.00%
Re-Auction payment					$ 1,029,000
Overpayment of interim payment					$ 182,000
SNR \| American III
Organization and Business Activities
Number of wireless spectrum licenses \| item			244	244	244
Liberty Agreement
Organization and Business Activities
Consideration for sale of assets			$ 251,000	$ 251,000	$ 251,000
Consideration receivable on sale of assets					3 years
Accrued Upfront Payment					$ 95,000
Contingent liability related to clawback provision			$ 64,000	$ 64,000	64,000
Carrying value of the assets					$ 50,000

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared under GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Our results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain prior period amounts have been reclassified to conform to the current period presentation.

Merger with DISH Network. Prior to the Merger, Charles W. Ergen and Cantey M. Ergen were the controlling stockholders of each of EchoStar and DISH Network and they continue to be the controlling stockholders of EchoStar after the Merger. Therefore, the Merger has been accounted for as a transaction between entities under common control in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, Subtopic 50, Related Issues, with EchoStar considered as the receiving entity because EchoStar issued equity in connection with the Merger. Accordingly, upon the completion of the Merger, on December 31, 2023, EchoStar recorded DISH Network’s net assets at their carrying value, with no additional goodwill or other intangible assets recognized.

Upon the completion of the Merger, the net assets of DISH Network have been combined with those of EchoStar at their historical carrying amounts and DISH Network and EchoStar are presented on a combined basis for all historical periods that the companies were under common control. As defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023, shares of EchoStar Common Stock issued to holders of DISH Network Common Stock in exchange for the outstanding shares of DISH Network Common Stock were recorded at par value and historical weighted average basic and diluted shares of DISH Network have been adjusted by the Exchange Ratio and included in the weighted average shares outstanding on our condensed consolidated statements of operations. Intercompany transactions between EchoStar and DISH Network have been eliminated from all historical periods.

“Cost of services.” Historically, as we built-out our 5G Network, certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs, were presented within “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as our 5G Network service had not commenced. As we have commenced utilizing our 5G Network for commercial traffic, such amounts now represent costs of operating our 5G Network and are, beginning on January 1, 2024, presented within the “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The change has no impact on net income. For the three and nine months ended September 30, 2023, the direct costs related to our 5G Network Deployment included within the “Cost of sales – equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $261 million and $671 million, respectively.

Principles of Consolidation

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

Redeemable Noncontrolling Interests

Northstar Wireless. Northstar Wireless, L.L.C. (“Northstar Wireless”) is a wholly-owned subsidiary of Northstar Spectrum, LLC (“Northstar Spectrum”), which is an entity wholly-owned by us and, prior to October 12, 2023, by us and Northstar Manager, LLC (“NorthStar Manager”). On October 12, 2023, the FCC consented to the sale of Northstar Manager’s ownership interests in Northstar Spectrum, which we purchased for a total of approximately $109 million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to Northstar Spectrum as of the purchase date and we continue to consolidate the Northstar Entities as wholly-owned subsidiaries.

SNR Wireless. SNR Wireless LicenseCo, LLC (“SNR Wireless”) is a wholly-owned subsidiary of SNR Wireless HoldCo, LLC (“SNR HoldCo”), which is an entity wholly-owned by us and, prior to February 16, 2024, by us and SNR Wireless Management, LLC (“SNR Management”). On February 16, 2024, the FCC consented to the sale of SNR Management’s ownership interests in SNR HoldCo, which was purchased by our direct wholly-owned subsidiary EchoStar SNR HoldCo L.L.C. for a total of approximately $442 million. This purchase resulted in the elimination of all of our redeemable noncontrolling interest as it related to SNR HoldCo as of the purchase date and we continue to consolidate the SNR Entities as wholly-owned subsidiaries.

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 (including those related to our installment billing programs), self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under our stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, inputs used to recognize revenue over time, including the 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, subscriber lives and likelihood of certain contingent events.

Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Capitalized Interest

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

We are currently commercializing our 5G Network Deployment. As a result, the interest expense related to the carrying amount of the 5G Network Deployment qualifying assets is being capitalized. Historically, the qualifying assets exceeded the carrying value of our long-term debt and finance lease obligations, therefore substantially all of our interest expense was being capitalized. As the qualifying assets, including certain bands of wireless spectrum licenses, have been placed into service with the deployment of our 5G Network, we no longer capitalize substantially all interest on those assets and as a result, during the three and nine months ended September 30, 2024, we incurred $69 million and $226 million, respectively, of “Interest expense, net of amounts capitalized” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), which would have previously been capitalized. We expect this trend to continue.

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 model-derived valuations in which significant inputs and significant value drivers are observable in active markets; 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 September 30, 2024 and December 31, 2023, 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 debt, finance lease and other 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. See Note 5 for the fair value of our marketable investment securities and derivative instruments.

Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 9 for the fair value of our long-term debt.

Assets Recognized Related to the Costs to Obtain a Contract with a 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 in our Pay-TV, Broadband and Satellite Services, and Retail Wireless segments, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Condensed Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled $210 million and $211 million for the three months ended September 30, 2024 and 2023, respectively. Advertising expenses totaled $538 million and $591 million for the nine months ended September 30, 2024 and 2023, 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in “Cost of sales–equipment and other” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled $20 million and $26 million for the three months ended September 30, 2024 and 2023, respectively. Research and development costs totaled $74 million and $81 million for the nine months ended September 30, 2024 and 2023, 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 plan to adopt the standard if applicable and we expect the adoption of the standard will have an immaterial impact on our 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 plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2024 annual financial statements, and we expect the adoption of the standard will impact certain of our segment reporting 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 Condensed Consolidated Financial Statements and related disclosures.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Allowance for credit losses on trade accounts receivable	$ 82,427	$ 74,390
Class A common stock
Current Assets:
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	140,480,742	140,153,020
Common stock, shares outstanding	140,480,742	140,153,020
Class B common stock
Current Assets:
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	131,348,468	131,348,468
Common stock, shares outstanding	131,348,468	131,348,468

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating cash flows from operating leases	$ 368,793	$ 251,799
Operating cash flows from finance leases	7,363	9,778
Financing cash flows from finance leases	49,648	37,936
Right-of-use assets obtained in exchange for lease obligations: Operating leases	$ 406,101	559,539
Right-of-use assets obtained in exchange for lease obligations: Finance leases		$ 53,771

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue	$ 3,890,984	$ 4,108,874	$ 11,858,578	$ 12,853,002
Costs and Expenses (exclusive of depreciation and amortization):
Cost of services	2,538,149	2,368,621	7,602,809	7,222,761
Cost of sales - equipment and other	393,024	612,378	1,164,200	1,715,936
Selling, general and administrative expenses	643,144	762,013	1,862,590	2,221,347
Depreciation and amortization	477,434	397,211	1,470,359	1,115,598
Impairment of long-lived assets and goodwill				3,142
Total costs and expenses	4,051,751	4,140,223	12,099,958	12,278,784
Operating income (loss)	(160,767)	(31,349)	(241,380)	574,218
Other Income (Expense):
Interest income	11,200	43,915	55,591	166,409
Interest expense, net of amounts capitalized (Note 2)	(81,503)	(21,795)	(262,077)	(63,476)
Other, net (Note 5)	52,107	(168,947)	(65,501)	(169,640)
Total other income (expense)	(18,196)	(146,827)	(271,987)	(66,707)
Income (loss) before income taxes	(178,963)	(178,176)	(513,367)	507,511
Income tax (provision) benefit, net	35,162	59,439	53,733	(120,711)
Net income (loss)	(143,801)	(118,737)	(459,634)	386,800
Less: Net income (loss) attributable to noncontrolling interests, net of tax	(1,989)	19,634	(4,855)	58,975
Net income (loss) attributable to EchoStar	$ (141,812)	$ (138,371)	$ (454,779)	$ 327,825
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)	271,736	271,245	271,616	270,637
Diluted (in shares)	271,736	271,245	271,616	308,259
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar (In dollar per share)	$ (0.52)	$ (0.51)	$ (1.67)	$ 1.21
Diluted net income (loss) per share attributable to EchoStar (In dollar per share)	$ (0.52)	$ (0.51)	$ (1.67)	$ 1.06
Comprehensive Income (Loss):
Net income (loss)	$ (143,801)	$ (118,737)	$ (459,634)	$ 386,800
Other comprehensive income (loss):
Foreign currency translation adjustments	1,686	(8,446)	(21,600)	12,595
Unrealized holding gains (losses) on available-for-sale debt securities	66	(1,140)	1,497	1,396
Recognition of previously unrealized (gains) losses on available-for-sale securities included in net income (loss)	(15)	481	(1,542)	482
Deferred income tax (expense) benefit, net	76	(64)	47	(814)
Total other comprehensive income (loss), net of tax	1,813	(9,169)	(21,598)	13,659
Comprehensive income (loss)	(141,988)	(127,906)	(481,232)	400,459
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax	(1,538)	17,731	(8,745)	60,934
Comprehensive income (loss) attributable to EchoStar	(140,450)	(145,637)	(472,487)	339,525
Service revenue
Revenue:
Total revenue	3,671,674	3,942,308	11,233,429	12,211,542
Equipment sales and other revenue
Revenue:
Total revenue	$ 219,310	$ 166,566	$ 625,149	$ 641,460

Property and Equipment and Intangible Assets - Asset retirement obligations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Activity relating to our asset retirement obligations
Balance at beginning of period	$ 300,475	$ 246,656	$ 278,287	$ 183,135
Liabilities incurred	5,051	11,229	14,010	65,580
Accretion expense	7,114	5,665	20,343	14,835
Balance at end of period	312,640	263,550	312,640	263,550
Total included in Other long-term liabilities	312,640	263,550	312,640	263,550	$ 278,287
Corresponding assets, net of accumulated depreciation, related to asset retirement obligations	215,000		215,000		$ 217,000
Other long-term liabilities
Activity relating to our asset retirement obligations
Balance at end of period	312,640	263,550	312,640	263,550
Total included in Other long-term liabilities	$ 312,640	$ 263,550	$ 312,640	$ 263,550

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Summary of valuation and qualifying accounts


	For the Nine Months Ended
	September 30,
	2024
	(In thousands)
Balance at beginning of period	$	74,390
Current period provision for expected credit losses		86,167
Write-offs charged against allowance		(77,867)
Acquisitions		—
Foreign currency translation		(263)
Balance at end of period	$	82,427

Summary of contract asset and contract liability balances


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Contract assets	$	98,299	$	66,103


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Contract liabilities	$	637,168	$	710,456

Summary of activity in contract acquisition costs, net


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Balance at beginning of period	$	307,345	$	428,134	$	352,114	$	460,876
Additions		67,086		78,556		202,328		268,094
Amortization expense		(75,438)		(106,176)		(254,541)		(329,462)
Foreign currency translation		43		(325)		(865)		681
Balance at end of period	$	299,036	$	400,189	$	299,036	$	400,189

Segment Reporting - Total assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting
Total assets	$ 57,547,377	$ 57,108,894
Operating segment \| Pay-TV
Segment Reporting
Total assets	53,387,378	49,437,958
Operating segment \| Retail Wireless
Segment Reporting
Total assets	600,618	777,957
Operating segment \| 5G Network Deployment
Segment Reporting
Total assets	47,749,117	46,793,378
Operating segment \| Broadband and Satellite Services
Segment Reporting
Total assets	3,884,061	5,811,553
Operating segment \| Eliminations
Segment Reporting
Total assets	$ (48,073,797)	$ (45,711,952)

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Basic and Diluted Net Income (Loss) Per Share - Performance based stock (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	27,764	31,938
Anti-dilutive stock awards
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	7,195	11,028
Performance/market based options
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	4,418	4,759
Common stock warrants
Antidilutive securities excluded from computation of earnings per share
Anti-dilutive securities excluded from computation of earnings per share	16,151	16,151

Related Party Transactions (Details) - USD ($) $ in Thousands			3 Months Ended			9 Months Ended
	May 01, 2024	Mar. 10, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions
Sale of assets to CONX						$ 26,719
Purchase price				$ 3,376
Amounts payable to related party			$ 707,476			$ 707,476		$ 774,011
Hughes Systique
Related Party Transactions
Ownership interest (as a percent)			42.00%			42.00%
Purchases from related party			$ 4,236			$ 13,211
Amounts payable to related party			$ 1,385			$ 1,385		1,704
NagraStar L.L.C.
Related Party Transactions
Ownership interest (as a percent)			50.00%			50.00%
Purchases from related party			$ 7,596		$ 8,972	$ 24,723	$ 28,012
Amounts payable to related party			5,095			5,095		9,821
Commitments to related party			1,798			1,798		$ 1,727
Related Party \| CONX
Related Party Transactions
Sale of assets to CONX		$ 26,750
Purchase price						3,000
Sale leaseback transaction	10 years
Sale and leaseback transaction, lease expense						$ 1,000
Related Party \| CONX \| Maximum
Related Party Transactions
Sale and leaseback transaction, lease expense			$ 1,000

Subsequent Events - Subscription Agreements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	Nov. 08, 2024	Sep. 30, 2024
Subsequent Events
Aggregate cash purchase price		$ 400.0
Interest rate (as a percent)		0.25%
Senior Secured Notes 10.75 Percent Due 2029
Subsequent Events
Interest rate (as a percent)	10.75%	10.75%
PIPE Investors
Subsequent Events
Common stock aggregate purchase amount		14,265
Shares issued, price per share		$ 28.04
Aggregate cash purchase price		$ 400.0
CONX
Subsequent Events
Common stock aggregate purchase amount		1,551
Aggregate cash purchase price		$ 43.5

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating lease cost	$ 156,172	$ 136,778	$ 478,662	$ 383,361
Short-term lease cost	1,183	1,247	3,234	3,790
Finance lease cost: Amortization of right-of-use assets	25,561	17,628	58,239	73,432
Finance lease cost: Interest on lease liabilities	1,980	3,521	7,169	10,915
Total finance lease cost	27,541	21,149	65,408	84,347
Total lease costs	$ 184,896	$ 159,174	$ 547,304	$ 471,498

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-33807
Entity Registrant Name	EchoStar Corporation
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-1232727
Entity Address, Address Line One	9601 South Meridian Boulevard
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	(303)
Local Phone Number	723-1000
Title of 12(b) Security	Class A common stock, $0.001 par value
Trading Symbol	SATS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001415404
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		140,492,384
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		131,348,468

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

14.Subsequent Events

Transaction Support Agreement

On September 30, 2024, we entered into a binding transaction support agreement (the “Transaction Support Agreement”) with certain eligible holders of the aggregate principal amount outstanding of our subsidiary DISH Network’s 0% Convertible Notes due 2025 (the “DISH Network 2025 Notes”) and 3 3/8% Convertible Notes due 2026 (the “DISH Network 2026 Notes” and, together with the DISH Network 2025 Notes, the “Existing DISH Convertible Notes”), collectively representing over 90% of the aggregate principal amount outstanding of the Existing DISH Convertible Notes as of October 10, 2024, such eligible holders, (the “Consenting Creditors” and, together with us and our subsidiaries party to the Transaction Support Agreement , the “TSA Parties”). Pursuant to the Transaction Support Agreement, we agreed to conduct exchange offers to all holders of Existing DISH Convertible Notes (the “EchoStar Exchange Offers”), and the Consenting Creditors have agreed to tender their Existing DISH Convertible Notes in the EchoStar Exchange Offers, detailed below.

Commitment Agreement

Concurrently with execution of the Transaction Support Agreement, we entered into a commitment agreement (the “Commitment Agreement”) with certain of the Consenting Creditors and certain related party affiliates (collectively, the “Commitment Parties”) whereby the Commitment Parties agreed to commit to purchase, and/or backstop the purchase by certain members of the Commitment Parties and other Consenting Creditors of an aggregate amount of $5.356 billion (including $156 million issuable in kind as discounts and commitment and/or backstop premiums) of our new 10 3/4% Senior Secured Notes due 2029 to be issued concurrently with the issuance of the EchoStar Notes, defined below. One of the Commitment Parties is a related party of Charles W. Ergen, our chairman. Such party agreed to commit to purchase and/or backstop an aggregate of $100 million of our new 10 3/4% Senior Secured Notes due 2029. Subsequently, such party assigned $5 million of such $100 million commitment to Hamid Akhavan, EchoStar’s President and Chief Executive Officer.

With the expiration of the EchoStar Exchange Offers on November 8, 2024, the $5.356 billion (including $156 million issuable in kind as discounts and commitment and/or backstop premiums) of our new 10 3/4% Senior Secured Notes due 2029 will be issued and settlement will occur on November 12, 2024.

In addition, concurrently with the issuance of the EchoStar Notes, defined below, we will issue $30 million in aggregate principal amount of EchoStar Convertible Notes, defined below, for cash in a separate offering to certain of the Consenting Creditors. Such additional EchoStar Convertible Notes will be issued under the applicable EchoStar indenture governing the EchoStar Convertible Notes.

EchoStar Exchange Offers

On October 10, 2024, we commenced the EchoStar Exchange Offers to exchange the Existing DISH Convertible Notes with an aggregate principal amount of $4.866 billion for up to $2.381 billion aggregate principal amount of 6 3/4% Senior Secured Notes due 2030 (the "EchoStar Exchange Notes") and up to $1.950 billion aggregate principal amount of 3 7/8% Convertible Secured Notes due 2030 (the "EchoStar Convertible Notes" and together with the EchoStar Exchange Notes, the "EchoStar Notes") with an aggregate principal amount of $4.331 billion to be issued by us pursuant to the terms described in a prospectus and consent solicitation statement, dated October 10, 2024 as amended (the " Exchange Offer Prospectus").

On November 8, 2024, upon the expiration of the EchoStar Exchange Offers, $1.819 billion aggregate principal amount, or approximately 92.9%, of the DISH Network 2025 Notes and $2.863 billion aggregate principal amount, or approximately 98.5%, of the DISH Network 2026 Notes, together $4.682 billion total aggregate principal amount of the Existing DISH Convertible Notes, had been validly tendered for exchange.

All of the Existing DISH Convertible Notes validly tendered will be exchanged for $2.288 billion aggregate principal amount of EchoStar Exchange Notes and $1.876 billion aggregate principal amount of EchoStar Convertible Notes, together $4.164 billion total aggregate principal amount of the EchoStar Notes, and settlement will occur on November 12, 2024.

A total of $138 million aggregate principal amount of DISH Network 2025 Notes and $45 million aggregate principal amount of DISH Network 2026 Notes will remain outstanding following the consummation of the EchoStar Exchange Offers.

The EchoStar Notes and new 10 3/4% Senior Secured Notes due 2029 will be guaranteed by certain of EchoStar’s subsidiaries, and such guarantees will be secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens, certain exceptions, and the first lien intercreditor agreement, by: (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the AWS-3 Licenses and for the use of the AWS-4 License (the “Spectrum Assets”) held by certain of our subsidiaries that, on or after the date of issuance of the EchoStar Notes, hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii) the proceeds of any Spectrum Assets sale; (iii) the Spectrum Assets can be substituted for other wireless licenses (valued by third party) of similar value; and (iv) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor. The EchoStar Notes will not have recourse to any assets of any other subsidiary of EchoStar other than as set forth above.

Subscription Agreements

On September 30, 2024, we entered into subscription agreements with certain accredited investors including CONX (the “PIPE Investors” and the subscription agreements, the “Subscription Agreements”), pursuant to which the PIPE Investors have agreed to purchase an aggregate of 14.265 million shares (the “PIPE Shares”) of our Class A Common Stock at a purchase price of $28.04 per share, for an aggregate cash purchase price of approximately $400 million (such investment, the “PIPE Investment”). The portion of the PIPE Investment represented by the CONX Subscription Agreement represents an agreement to purchase from us an aggregate of 1.551 million shares of our Class A Common Stock for an aggregate cash purchase price of approximately $43.5 million. The PIPE Investment is conditioned on and expected to close concurrently with the closing of the EchoStar Notes and new 10 3/4% Senior Secured Notes due 2029, subject to the terms and conditions set forth in the Subscription Agreements. With the expiration and closing of the EchoStar Exchange Offers on November 8, 2024, discussed above, the PIPE Shares will be issued and settlement will occur on November 12, 2024.

Subsequent Events - Transaction Support Agreement (Details)	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events
Interest rate (as a percent)	0.25%
DISH Network
Subsequent Events
Percentage of principal amount outstanding	90.00%
DISH Network \| 0% Convertible Notes due 2025
Subsequent Events
Interest rate (as a percent)	0.00%
DISH Network \| Convertible Notes 3.375 Percent Due 2026
Subsequent Events
Interest rate (as a percent)	3.375%	3.375%

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

10.Commitments and Contingencies

Commitments

5G Network Deployment

We have invested a total of over $30 billion in Wireless spectrum licenses. The $30 billion of investments related to Wireless spectrum licenses does not include $9 billion of capitalized interest related to the carrying value of such licenses. See Note 2 for further information. We plan to commercialize our Wireless spectrum licenses through our 5G Network Deployment. We have committed to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines.

We may need to raise additional capital in the future, which may not be available on favorable terms, to fund the efforts described below, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC. There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.

Wireless Spectrum Licenses

Liberty Puerto Rico Asset Sale. On November 5, 2023, our wholly-owned subsidiary DISH Network entered into an Asset Purchase Agreement, License Purchase Agreement and other ancillary transaction agreements with Liberty Latin America (“Liberty”) and its affiliate providing for the sale of certain of our wireless assets in Puerto Rico and the US Virgin Islands (the “Liberty Puerto Rico Asset Sale”). The consideration also includes a right for us to receive preferential international roaming rates within Liberty’s footprint at a reduced rate for a 10 year period. The Liberty Puerto Rico Asset Sale was approved by the FCC and DOJ and closed in the third quarter of 2024. We will receive payments totaling $251 million, including working capital adjustments, over a three year period, including a $95 million upfront payment, which we received in September 2024. We expect to receive the remaining amounts annually over the next three years.

The Liberty Puerto Rico Asset Sale contains a “clawback” provision under which we retained the ability to “clawback” certain wireless licenses. Due to this “clawback” provision and the associated accounting requirements, we will not derecognize the impacted wireless licenses until the associated contingencies have been resolved.

As of September 30, 2024, the contingent liability associated with the “clawback” provision was $64 million and was recorded in “Long-term deferred revenue and other long-term liabilities” on our Condensed Consolidated Balance Sheets. The difference between our net carrying value of the assets sold to their fair value resulted in a $50 million gain which was recorded in “Other, net” within “Other Income (Expense)” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024.

Our Wireless spectrum licenses are subject to certain build-out requirements, as well as certain renewal requirements that are summarized in the table below:

Build-Out Deadlines

Final

Carrying Amount

Interim

Accelerated License Areas

Extension License Areas

Expiration Date

(In thousands)

Owned:

DBS Licenses (1)

677,409

700 MHz Licenses (2)

701,803

December 31, 2024 (3)

June 14, 2025 (5)

June 2033

AWS-4 Licenses (2)

1,928,688

December 31, 2024 (3)

June 14, 2025 (5)

June 2033

H Block Licenses (2)

1,671,506

December 31, 2024 (3)

June 14, 2025 (6)

June 2033

600 MHz Licenses

6,192,575

December 31, 2024 (4)

June 14, 2025 (7)

June 2029

MVDDS Licenses (1)

24,000

July, August, September 2034

LMDS Licenses (1)

—

September 2028

28 GHz Licenses

2,883

October 2, 2029 (8)

October 2029

24 GHz Licenses

11,772

December 11, 2029 (8)

December 2029

37 GHz, 39 GHz and 47 GHz Licenses

202,392

June 4, 2030 (8)

June 2030

3550-3650 MHz Licenses

912,200

March 12, 2031 (8)

March 2031

3.7-3.98 GHz Licenses

2,969

July 23, 2029 (8)

July 23, 2033 (8)

July 2036

3.45–3.55 GHz Licenses

7,329,093

May 4, 2026 (9)

May 4, 2030 (9)

May 2037

1695-1710 MHz, 1755-1780 MHz and 2155-2180 MHz (2)

972

March 2026

AWS-3

9,829,287

December 31, 2024 (10)

October 2025 (11)

Subtotal

29,487,549

Capitalized Interest (12)

9,214,754

Total as of September 30, 2024

38,702,303

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

(2)	The interim build-out deadlines for these licenses are in the past.

(3)

(4)

(5)

(6)

(7)

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

(9)	There are a variety of build-out options and associated build-out metrics associated with these licenses. If the interim build-out requirement is not met, the final build-out requirement may be accelerated by one year from May 2030 to May 2029.

(10)

(11)

(12)	See Note 2 for further information.

Commercialization of Our Wireless Spectrum Licenses and Related Assets. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor. We currently have the largest commercial deployment of 5G VoNR in the world covering over 200 million Americans and 5G broadband service covering over 250 million Americans. We currently expect capital expenditures, excluding capitalized interest, for our 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021, 2022, 2023 and the first nine months of 2024. See Note 2 for further information.

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, described above.

We may need to make significant additional investments or partner with others to, among other things, continue our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration. As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms. We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment and to compete effectively with other wireless service providers.

AWS-3 Auction

Northstar Wireless is a wholly-owned subsidiary of Northstar Spectrum, which is an entity owned by us and, prior to October 12, 2023, by us and Northstar Manager. SNR Wireless is a wholly-owned subsidiary of SNR HoldCo, which is an entity owned by us and, prior to February 16, 2024, by us and SNR Management. See Note 2 for further information.

Northstar Wireless and SNR Wireless each filed applications with the FCC to participate in Auction 97 (the “AWS-3 Auction”) for the purpose of acquiring certain AWS-3 Licenses. Each of Northstar Wireless and SNR Wireless applied to receive bidding credits of 25% as designated entities under applicable FCC rules.

FCC Order and October 2015 Arrangements. On August 18, 2015, the FCC released a Memorandum Opinion and Order, FCC 15-104 (the “Order”) in which the FCC determined, among other things, that DISH Network has a controlling interest in, and is an affiliate of, Northstar Wireless and SNR Wireless, and therefore DISH Network’s revenues should be attributed to them, which in turn makes Northstar Wireless and SNR Wireless ineligible to receive the 25% bidding credits (approximately $1.961 billion for Northstar Wireless and $1.370 billion for SNR Wireless). On November 23, 2020, the FCC released a Memorandum Opinion and Order on Remand, FCC 20-160, that found that Northstar Wireless and SNR Wireless are not eligible for bidding credits based on the FCC’s determination that they remain under DISH Network’s de facto control. Northstar Wireless and SNR Wireless appealed the FCC’s order to the D.C. Circuit Court of Appeals. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023.

Letters Exchanged between Northstar Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between Northstar Wireless and the Wireless Telecommunications Bureau of the FCC (the “FCC Wireless Bureau”), Northstar Wireless paid the gross winning bid amounts for 261 AWS-3 Licenses and notified the FCC that it would not be paying the gross winning bid amounts for 84 AWS-3 Licenses. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses.

If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of Northstar Wireless, no additional amounts will be owed to the FCC by Northstar Wireless. However, if those winning bids are less than the winning bids of Northstar Wireless, then we will be responsible for the difference less any overpayment of the Northstar interim payment, detailed below, (which will be recalculated as 15% of the winning bids from re-auction or other award) (the “Northstar Re-Auction Payment”). For example, if the winning bids in a re-auction are $1, the Northstar Re-Auction Payment would be approximately $1.892 billion, which is calculated as the difference between $2.226 billion (the Northstar winning bid amounts) and $1 (the winning bids from re-auction) less the resulting $334 million overpayment of the Northstar interim payment. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any Northstar Re-Auction Payment.

Letters Exchanged between SNR Wireless and the FCC Wireless Bureau. As outlined in letters exchanged between SNR Wireless and the FCC Wireless Bureau, SNR Wireless paid the gross winning bid amounts for 244 AWS-3 Licenses and notified the FCC that it would not be paying the gross winning bid amounts for 113 AWS-3 Licenses. As a result of the nonpayment of those gross winning bid amounts, the FCC retained those licenses. If the winning bids from re-auction or other award of the AWS-3 licenses retained by the FCC are greater than or equal to the winning bids of SNR Wireless, no additional amounts will be owed to the FCC by SNR Wireless. However, if those winning bids are less than the winning bids of SNR Wireless, then we will be responsible for the difference less any overpayment of the SNR interim payment, detailed below, (which will be recalculated as 15% of the winning bids from re-auction or other award) (the “SNR Re-Auction Payment”). For example, if the winning bids in a re-auction are $1, the SNR Re-Auction Payment would be approximately $1.029 billion, which is calculated as the difference between $1.211 billion (the SNR winning bid amounts) and $1 (the winning bids from re-auction) less the resulting $182 million overpayment of the SNR interim payment. We cannot predict with any degree of certainty the timing or outcome of any re-auction or the amount of any SNR Re-Auction Payment.

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

Order on Remand. On January 24, 2018, the FCC released an Order on Remand, DA 18-70 (the “Order on Remand”) purporting to establish a procedure to afford Northstar Wireless and SNR Wireless the opportunity to implement a Cure pursuant to the Appellate Decision. On June 8, 2018, Northstar Wireless and SNR Wireless each filed amended agreements to demonstrate that, in light of such changes, each of Northstar Wireless and SNR Wireless qualified for the very small business bidding credit that it sought in the AWS-3 Auction. Northstar Wireless and SNR Wireless filed a Joint Application for Review of the Order on Remand requesting, among other things, an iterative negotiation process with the FCC regarding a Cure, which was denied on July 12, 2018. The pleading cycle established in the Order on Remand concluded in October 2018. On November 23, 2020, the FCC issued a Memorandum Opinion and Order that concluded, among other things, that DISH Network retained de facto control over Northstar Wireless and SNR Wireless and denied the very small business bidding credit sought by Northstar Wireless and SNR Wireless, even though the parties had eliminated or significantly modified every provision previously deemed to have been disqualifying by the FCC. Northstar Wireless and SNR Wireless timely filed an appeal of the FCC’s 2020 decision. On June 21, 2022, the United States Court of Appeals for the District of Columbia issued an Opinion rejecting this challenge. On January 17, 2023, Northstar Wireless filed a petition for a writ of certiorari asking the United States Supreme Court to hear a further appeal, but that petition was denied on June 30, 2023.

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 us and our wholly-owned subsidiaries DISH Network and DISH Network L.L.C., and our 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 us and DISH Network 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, and briefing should be completed by November 27, 2024.

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 our wholly-owned subsidiary 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). 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 and January 16, 2024, the plaintiffs filed consolidated amended class action complaints. On September 27, 2024, the Court granted DISH Network’s motion to dismiss the First Amended Consolidated Class Action Complaint as to eight of the eleven named plaintiffs and as to certain causes of action. On October 29, 2024, the Plaintiffs filed the operative Second Amended Consolidated Class Action Complaint, which deletes the allegations as to the dismissed plaintiffs and causes of action, leaving three named plaintiffs and causes of action for negligence, negligence per se, breach of implied contract, and declaratory judgment.

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

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. On May 9, 2024, a magistrate judge issued an order granting the defendants’ motion to stay the case pending the petitions before the United States Patent and Trademark Office and any related appeals.

Entropic Communications, LLC (first action)

On March 9, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint against our wholly-owned subsidiaries DISH Network, 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. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

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. On July 12, 2024, the United States Patent and Trademark Office granted a request for reexamination of the 715 patent.

Entropic Communications, LLC (second action)

On February 10, 2023, Entropic filed a second lawsuit against our wholly-owned subsidiaries DISH Network, 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. In July and August 2024, the United States Patent and Trademark Office agreed to institute proceedings on the petitions challenging the 249 patent and the 518 patent, but denied institution on the remaining petitions.

Freedom Patents

On April 7, 2023, Freedom Patents LLC filed a complaint against our wholly-owned subsidiaries DISH Network, 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. On March 15, 2024, the Court denied the defendants’ motion to transfer the case to the United States District Court for the District of Colorado. On May 24, 2024, the case was dismissed pursuant to a settlement under which DISH Network, DISH Network L.L.C. and Dish Network Service L.L.C. paid an immaterial amount. This matter is now concluded.

Hughes Telecommunicaoes do Brasil v. State of São Paulo Treasury Department

On December 12, 2019, Hughes Telecommunicaoes do Brasil (“HTB”) filed a tax annulment claim in the Judicial Court of São Paulo, claiming that a tax assessment from the State Treasury of São Paulo, for the period from January 2013 to December 2014, was based on an erroneous interpretation of an exemption to the ICMS (a state tax on, among other things, communications).

In June 2022, a judicial expert determined that HTB’s interpretation of the exemption was correct. Nonetheless, in July 2023, the Court entered judgment against HTB, and in October 2023, rejected HTB’s request for clarification. In November 2023, HTB filed an appeal to the Court of Justice.

We intend to vigorously defend this case. We cannot predict with any degree of certainty the outcome of the suit.

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 our wholly-owned subsidiary DISH Network, its Board of Directors, and its Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and that it maintained underperforming funds. On February 1, 2023, a Magistrate Judge issued a recommendation that the defendants’ motion to dismiss the complaint be granted, 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. On March 1, 2024, by stipulation, the plaintiffs dismissed their claims against the Board of Directors and the Retirement Plan Committee, leaving DISH Network as the sole defendant. On April 30, 2024, pursuant to the parties’ stipulation, the Court certified the proposed plaintiff class. On October 30, 2024, pursuant to the parties’ stipulation, the Court stayed the litigation pending a mediation.

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

License Fee Dispute with Government of India, Department of Telecommunications

In 1994, the Government of India promulgated a “National Telecommunications Policy” under which the government liberalized the telecommunications sector and required telecommunications service providers to pay fixed license fees. Pursuant to this policy, our subsidiary Hughes Communications India Private Limited (“HCIPL”), formerly known as Hughes Escorts Communications Limited, obtained a license to operate a data network over satellite using VSAT systems. In 2002, HCIPL’s license was amended pursuant to a 1999 government policy that eliminated fixed license fees and replaced them with license fees based on service providers’ adjusted gross revenue (“AGR”). In March 2005, the Indian Department of Telecommunications (“DOT”) notified HCIPL that, based on its review of HCIPL’s audited accounts and AGR statements, HCIPL must pay additional license fees and penalties and interest on such fees and penalties. HCIPL responded that the DOT had improperly calculated its AGR by including revenue from both licensed and unlicensed activities.

The DOT rejected this explanation and in 2006, HCIPL filed a petition with an administrative tribunal (the “Tribunal”), challenging the DOT’s calculation of its AGR. The DOT also issued license fee assessments to other telecommunications service providers and those other providers filed similar petitions with the Tribunal. These petitions were amended, consolidated, remanded and re-appealed several times. On April 23, 2015, the Tribunal issued a judgment affirming the DOT’s calculation of AGR for the telecommunications service providers but reversing the DOT’s imposition of interest, penalties and interest on such penalties as excessive.

Over subsequent years, the DOT and HCIPL and other telecommunications service providers, respectively, filed several appeals of the Tribunal’s ruling. On October 24, 2019, the Supreme Court of India (“Supreme Court”) issued an order (the “October 2019 Order”) affirming the license fee assessments imposed by the DOT, including its imposition of interest, penalties and interest on the penalties, but without indicating the amount HCIPL was required to pay the DOT, and ordering payment by January 23, 2020. On November 23, 2019, HCIPL and other telecommunication service providers filed a petition asking the Supreme Court to reconsider the October 2019 Order.

The petition was denied on January 20, 2020. On January 22, 2020, HCIPL and other telecommunication service providers filed an application requesting that the Supreme Court modify the October 2019 Order to permit the DOT to calculate the final amount due and extend HCIPL’s and the other telecommunication service providers’ payment deadline. On February 14, 2020, the Supreme Court directed HCIPL and the other telecommunication service providers to explain why the Supreme Court should not initiate contempt proceedings for failure to pay the amounts due.

During a hearing on March 18, 2020, the Supreme Court ordered that all amounts that were due before the October 2019 Order must be paid, including interest, penalties and interest on the penalties. The Supreme Court also ordered that the parties appear for a further hearing addressing, among other things, a proposal by the DOT to allow for extended or deferred payments of amounts due. On June 11, 2020, the Supreme Court ordered HCIPL and the other telecommunication service providers to submit affidavits addressing the proposal made by the DOT to extend the time frame for payment of the amounts owed and for HCIPL and the other telecommunication providers to provide security for such payments.

On September 1, 2020, the Supreme Court issued a judgment permitting a 10-year payment schedule. Under this payment schedule, HCIPL is required to make an annual payment every March 31, through 2031. Following the Supreme Court of India’s October 2019 judgment, HCIPL made payments during the first quarter of 2020, and additional payments on each March 31 thereafter. As of September 30, 2024, the gross amount of fees, penalties and interest owed was approximately $92 million with $54 million remaining outstanding as a result of historical payments.

Pursuant to the Contribution and Membership Interest Purchase Agreement (the “Purchase Agreement”) dated December 3, 2004 between The DirecTV Group, Inc. (“DirecTV”) and certain other entities relating to DirecTV’s spinoff of certain of its subsidiaries, including HCIPL, DirecTV undertook to indemnify HCIPL for certain pre-closing tax liabilities. On March 27, 2020, HCIPL filed an indemnification complaint against DirecTV in the United States District Court for the Southern District of New York, seeking to recover certain license fees, penalties and interest owed to the Indian government as a result of the aforementioned proceedings. On November 16, 2021, the New York court granted summary judgment in favor of DirecTV, but on June 22, 2023, the United States Court of Appeals for the Second Circuit reversed, holding that, under the Purchase Agreement, HCIPL is entitled to indemnification from DirecTV. The Second Circuit remanded the case back to the trial court to determine the amount of indemnification owed. The parties have reached a conditional agreement to settle the matter, and, on October 3, 2024, at the parties’ request, the Court stayed the case pending the determination of those conditions.

Lingam Securities Class Action (formerly Jaramillo)

On March 23, 2023, a securities fraud class action complaint was filed against our wholly-owned subsidiary 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 our 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 DISH Network allegedly maintained a deficient cyber-security and information technology infrastructure, were unable to properly secure customer data and DISH Network’s 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 added as individual defendants James S. Allen, DISH Network’s Senior Vice President and Chief Accounting Officer; John Swieringa, our President, Technology and Chief Operating Officer; Dave Mayo, DISH Network’s former Executive Vice President of Network Development; Marc Rouanne, DISH Network’s former 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.

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

Quantum Technology Innovations LLC

On June 5, 2024, Quantum Technology Innovations, LLC filed a complaint in the United States District Court for the Eastern District of Texas against our wholly-owned subsidiary DISH Network alleging infringement of United States Patent No. 7,650,376, entitled “Content Distribution System for Distributing Content Over a Network, with Particular Applicability to Distributing High-Bandwidth Content.” The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. On August 8, 2024, Quantum Technology Innovations dismissed its complaint without prejudice. This matter is now concluded.

Realtime Data LLC and Realtime Adaptive Streaming LLC

On June 6, 2017, Realtime Data LLC d/b/a IXO (“Realtime”) filed an amended complaint in the United States District Court for the Eastern District of Texas (the “Original Texas Action”) against us and our wholly-owned subsidiaries DISH Network, DISH Network L.L.C., DISH Technologies L.L.C. (then known as EchoStar Technologies L.L.C.), Sling TV L.L.C., Sling Media L.L.C. and 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 us and our wholly-owned subsidiary HNS as defendants.

The amended complaint in the Original Texas Action alleges infringement of United States Patent No. 8,717,204 (the “204 patent”), entitled “Methods for encoding and decoding data”; United States Patent No. 9,054,728 (the “728 patent”), entitled “Data compression systems and methods”; United States Patent No. 7,358,867 (the “867 patent”), entitled “Content independent data compression method and system”; United States Patent No. 8,502,707 (the “707 patent”), entitled “Data compression systems and methods”; United States Patent No. 8,275,897 (the “897 patent”), entitled “System and methods for accelerated data storage and retrieval”; United States Patent No. 8,867,610 (the “610 patent”), entitled “System and methods for video and audio data distribution”; United States Patent No. 8,934,535 (the “535 patent”), entitled “Systems and methods for video and audio data storage and distribution”; and United States Patent No. 8,553,759 (the “759 patent”), entitled “Bandwidth sensitive data compression and decompression.”

Realtime alleges that our, Sling TV L.L.C.’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, we 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 DISH Network’s 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 DISH Network’s 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 on August 23, 2024, that Court vacated the exceptionality finding and remanded for further consideration of the issue. On October 23, 2024, DISH Network L.L.C., DISH Technologies L.L.C., Sling TV L.L.C. and Sling Media L.L.C. filed a petition with the United States Court of Appeals for the Federal Circuit seeking rehearing en banc.

SafeCast Limited

On June 27, 2022, SafeCast Limited filed a complaint against our wholly-owned subsidiary 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. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

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, and on June 26, 2024, the United States Patent and Trademark Office agreed to institute proceedings on that petition. On August 28, 2023, the Court stayed the case pending resolution of the petition. On October 3, 2024, in connection with a third party’s petition citing different prior art, the United States Patent and Trademark Office invalidated all claims asserted against DISH Network L.L.C. and DISH Technologies L.L.C. but that decision remains subject to a potential appeal.

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.

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. The plaintiff is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein.

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. On October 17, 2024, the Court ordered that the stay of the case, which had been entered for the pendency of the petitions before the United States Patent and Trademark Office, would remain in place pending the outcome of Sound View’s appeal in a parallel action against Hulu.

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.

State of Illinois ex rel. Rodriguez

In March 2020, two private “relators” filed this case in the Circuit Court of Cook County Illinois, County Department, Law Division, under the Illinois False Claims Act against DISH Wireless, Sprint and more than 60 Boost Mobile retailers in Illinois. The defendants only became aware of the lawsuit after it was unsealed in March 2022. The operative Second Amended Complaint alleges that the retailer defendants should have collected sales tax under the Retailers’ Occupation Tax Act on any amounts that Sprint or DISH Network rebated them to facilitate handset price discounts to Illinois consumers (“Prepaid Phone Rebates”) and on any phone activation fees the retailers charged to customers (“Device Setup Charges”). It further alleges that DISH Wireless and Sprint are liable for the alleged violations arising from the Device Setup Charges because of the way they allegedly managed the point-of-sale system that the retailer defendants used. The Plaintiffs seek to recover triple the amount of allegedly unpaid taxes, fines for each alleged violation, and attorneys’ fees and costs. On June 13, 2023, the Court denied the defendants’ motions to dismiss the complaint, but on January 2, 2024, it granted reconsideration and dismissed the complaint as to DISH Wireless and Sprint, with leave to amend. The Plaintiffs filed a Third Amended Complaint on February 2, 2024. On September 20, 2024, the Court granted DISH Wireless’s and Sprint’s motion to dismiss the Third Amended Complaint, without further leave to amend.

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

TQ Delta, LLC

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

On September 9, 2015, TQ Delta filed a first amended complaint that added allegations of infringement of United States Patent No. 9,094,268 (the “268 patent”), which is entitled “Multicarrier Transmission System With Low Power Sleep Mode and Rapid-On Capability.” On May 16, 2016, TQ Delta filed a second amended complaint that added us Corporation and our 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, DISH Network 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 DISH Network. 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 DISH Network’s 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 DISH Network’s 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 DISH Network’s 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 DISH Network’s petition. On February 10, 2018, the United States Patent and Trademark Office issued a final written decision on DISH Network’s 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. 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 and October 11, 2023, respectively, the United States Patent and Trademark Office confirmed the challenged claims of the 243 patent and the 158 patent. In a proposed supplemental report, TQ Delta’s damages expert contends that TQ Delta is entitled to $251 million in damages.

Uniloc 2017 LLC

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

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

On January 9, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 005 patent. On January 15, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 273 patent. On February 4, 2020, the United States Patent and Trademark Office agreed to institute proceedings on the petition challenging the 609 patent. On February 25, 2020, the United States Patent and Trademark Office declined to institute proceedings on the petition challenging the 118 patent.

On December 28, 2020, the United States Patent and Trademark Office issued a final written decision upholding the validity of the challenged claims of the 273 patent. Sling TV L.L.C. appealed that decision to the United States Court of Appeals for the Federal Circuit, and on February 2, 2022, the Federal Circuit vacated the final written decision and remanded to the United States Patent and Trademark Office to reconsider its ruling. On remand, on September 7, 2022, the United States Patent and Trademark Office issued a revised final written decision finding all challenged claims of the 273 patent invalid. Uniloc filed a notice of appeal of that revised final written decision to the United States Court of Appeals for the Federal Circuit, and on September 4, 2024, that court affirmed the United States Patent and Trademark Office’s invalidity finding.

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). Uniloc did not appeal those decisions. Thus, the sole remaining asserted patent is the 118 patent.

U.S. Bank Trust Company

On April 26, 2024, U.S. Bank Trust Company, in its capacity as Trustee under the Indentures for DISH DBS Corporation’s 5.75% Senior Secured Notes due 2028 and 7.75% Senior Notes due 2026, filed an action in state court in New York City against DISH DBS Corporation, DISH Network L.L.C., EchoStar Intercompany Receivable Company L.L.C., DISH DBS Issuer LLC, and DBS Intercompany Receivable L.L.C. In its complaint, the Trustee contends that certain intracompany asset transfers in January 2024 breached the Indentures for those Notes, and that the transfers were intentional and constructive fraudulent transfers under the Colorado Uniform Fraudulent Transfer Act. The Trustee seeks a declaratory judgment that DISH DBS Corporation breached the Indentures and that an Event of Default occurred under the DBS Indentures. It further asks the Court to unwind certain intracompany asset transfers and to award damages. On May 13, 2024, the defendants removed the case to the United States District Court for the Southern District of New York and, on June 28, 2024, filed a motion to dismiss the complaint. Rather than opposing the motion, on July 18, 2024, the Trustee filed a first amended complaint, which adds a new declaratory judgment claim challenging certain intercompany advances and new factual allegations challenging a certification of compliance with the DBS Indentures.

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

Vermont National Telephone Company

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

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.”

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

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.

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

9 Months Ended

Sep. 30, 2024

Basic and Diluted Net Income (Loss) Per Share

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands, except per share amounts)
Net income (loss)	$	(143,801)	$	(118,737)	$	(459,634)	$	386,800
Less: Net income (loss) attributable to noncontrolling interests, net of tax		(1,989)		19,634		(4,855)		58,975
Net income (loss) attributable to EchoStar - Basic		(141,812)		(138,371)		(454,779)		327,825
Interest on dilutive Convertible Notes, net of tax (1) (4)		—		—		—		—
Net income (loss) attributable to EchoStar - Diluted	$	(141,812)	$	(138,371)	$	(454,779)	$	327,825

Weighted-average common shares outstanding - Class A and B common stock:
Basic (2)		271,736		271,245		271,616		270,637
Dilutive impact of Convertible Notes (3) (4) (5)		—		—		—		37,550
Dilutive impact of stock awards outstanding (4)		—		—		—		72
Diluted		271,736		271,245		271,616		308,259

Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar	$	(0.52)	$	(0.51)	$	(1.67)	$	1.21
Diluted net income (loss) per share attributable to EchoStar	$	(0.52)	$	(0.51)	$	(1.67)	$	1.06

(1)	For the nine months ended September 30, 2023, substantially all of our interest expense was capitalized. See Note 2 for further information.

(2)	Upon the closing of the PIPE Investment, as detailed and defined in Note 14, we will issue 14.265 million shares of our Class A Common Stock.

(3)	We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.

(4)

(5)	Upon the closing of the EchoStar Exchange Offers, as detailed and defined in Note 14, we will issue $1.906 billion aggregate principal amount of 3 7/8% Convertible Secured Notes due 2030, which may be converted into 57 million shares.

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


	As of September 30,
	2024	2023

	(In thousands)
Anti-dilutive stock awards	7,195	11,028
Performance/market based options	4,418	4,759
Common stock warrants	16,151	16,151
Total	27,764	31,938

Debt and Finance Lease Obligations - Fair Value of Debt (Details) - USD ($) $ in Thousands	Nov. 30, 2024	Sep. 30, 2024	Sep. 29, 2024	Mar. 15, 2024	Dec. 31, 2023
Debt Instrument
Fair Value		$ 21,842,967			$ 17,843,562
Unamortized deferred financing costs and other debt discounts, net		(201,795)			(69,606)
Finance lease obligations		74,009			123,658
Total long-term debt, finance lease and other obligations (including current portion)		$ 24,077,548			22,763,920
Interest rate (as a percent)		0.25%
Outstanding debt	$ 1,983,000
2 3/8% Convertible Notes due 2024 \| DISH Network L.L.C.
Debt Instrument
Carrying Value					951,168
Fair Value					$ 944,034
Interest rate (as a percent)		2.375%		2.375%	2.375%
5 7/8% Senior Notes due 2024 \| DDBS
Debt Instrument
Carrying Value		$ 1,982,544			$ 1,982,544
Fair Value		$ 1,978,559			$ 1,872,275
Interest rate (as a percent)		5.875%			5.875%
5 7/8% Senior Notes due 2024 \| DBS SubscriberCo
Debt Instrument
Interest rate (as a percent)			5.875%
Term Loan due 2025 \| DBS SubscriberCo
Debt Instrument
Carrying Value		$ 500,000
Fair Value		$ 500,000
Interest rate (as a percent)		11.00%
0% Convertible Notes due 2025 \| DISH Network L.L.C.
Debt Instrument
Carrying Value		$ 1,957,197			$ 1,957,197
Fair Value		$ 1,702,761			1,228,141
Interest rate (as a percent)		0.00%
7 3/4% Senior Notes due 2026 \| DDBS
Debt Instrument
Carrying Value		$ 2,000,000			2,000,000
Fair Value		$ 1,718,660			$ 1,388,060
Interest rate (as a percent)		7.75%			7.75%
5 1/4% Senior Secured Notes due 2026 \| DDBS
Debt Instrument
Carrying Value		$ 2,750,000			$ 2,750,000
Fair Value		$ 2,536,875			$ 2,366,073
Interest rate (as a percent)		5.25%			5.25%
5 1/4% Senior Secured Notes due 2026 \| HSSC
Debt Instrument
Carrying Value		$ 750,000			$ 750,000
Fair Value		$ 692,993			$ 665,678
5 1/4% Senior Secured Notes due 2026 \| DDBS
Debt Instrument
Interest rate (as a percent)		5.25%			5.25%
5 1/4% Senior Secured Notes due 2026 \| HSSC
Debt Instrument
Interest rate (as a percent)		5.25%			5.25%
6 5/8% Senior Notes due 2026 \| HSSC
Debt Instrument
Carrying Value		$ 750,000			$ 750,000
Fair Value		$ 645,390			$ 591,525
Interest rate (as a percent)		6.625%			6.625%
Convertible Notes 3.375 Percent Due 2026 \| DISH Network L.L.C.
Debt Instrument
Carrying Value		$ 2,908,799			$ 2,908,801
Fair Value		$ 2,367,035			$ 1,570,753
Interest rate (as a percent)		3.375%			3.375%
11 3/4% Senior Secured Notes due 2027 \| DISH Network L.L.C.
Debt Instrument
Carrying Value		$ 3,500,000			$ 3,500,000
Fair Value		$ 3,683,750			$ 3,668,980
Interest rate (as a percent)		11.75%			11.75%
7 3/8% Senior Notes due 2028 \| DDBS
Debt Instrument
Carrying Value		$ 1,000,000			$ 1,000,000
Fair Value		$ 729,150			$ 600,160
Interest rate (as a percent)		7.375%			7.375%
5 3/4% Senior Secured Notes due 2028 \| DDBS
Debt Instrument
Carrying Value		$ 2,500,000			$ 2,500,000
Fair Value		$ 2,200,000			$ 2,013,125
Interest rate (as a percent)		5.75%			5.75%
5 1/8 % Senior Notes due 2029 \| DDBS
Debt Instrument
Carrying Value		$ 1,500,000			$ 1,500,000
Fair Value		$ 981,000			$ 774,600
Interest rate (as a percent)		5.125%			5.125%
Term Loan due 2029 \| DBS SubscriberCo
Debt Instrument
Carrying Value		$ 1,800,000
Fair Value		1,800,000
Mandatorily Redeemable Preferred Shares due 2029 \| DBS SubscriberCo
Debt Instrument
Carrying Value		200,000
Fair Value		200,000
Long term debt excluding other notes payable
Debt Instrument
Carrying Value		24,098,540			$ 22,549,710
Fair Value		21,736,173			17,683,404
Other notes payable
Debt Instrument
Carrying Value		106,794			160,158
Fair Value		$ 106,794			$ 160,158

Revenue Recognition - Valuation and Qualifying Accounts (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Revenue Recognition
Balance at beginning of period	$ 74,390
Current period provision for expected credit losses	86,167
Write-offs charged against allowance	(77,867)
Acquisitions	0
Foreign currency translation	(263)
Balance at end of period	$ 82,427

Organization and Business Activities

9 Months Ended

Sep. 30, 2024

Organization and Business Activities

Organization and Business Activities

1.	Organization and Business Activities

Principal Business

EchoStar Corporation is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator, and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV ®, DISH® TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) operate four primary business segments.

Recent Developments

DIRECTV Transaction

On September 29, 2024, we and DIRECTV Holdings, LLC (“DTV”), entered into an Equity Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, DTV agreed to acquire from us all of the issued and outstanding equity interests of DISH DBS Corporation (“DISH DBS”), which operates our Pay-TV business (the “Business” and such acquisition of the Business the “DIRECTV Transaction”). Prior to the closing of the DIRECTV Transaction (the “DIRECTV Closing”), we will complete the Pre-Closing Restructuring, as defined in the Purchase Agreement, and the Pre-Closing Reorganization, as defined in the Purchase Agreement, following which, among other things, DISH DBS will hold all of the properties, rights, assets and liabilities primarily related to the Business, except for certain excluded assets and excluded liabilities. Completion of the DIRECTV Transaction is conditional upon, among other things, the success of the DISH DBS Exchange Offers, as detailed and defined in Note 9.

During the period between signing of the Purchase Agreement and the DIRECTV Closing, DISH DBS and its subsidiaries are not permitted to declare or pay dividends or otherwise cause or permit any leakage (which includes, among other things, cash payments and certain other value transfers by DISH DBS and its subsidiaries, on the one hand, to us or certain other related persons, on the other hand), other than: (i) certain permitted cash transfers prior to September 30, 2025 in an aggregate amount not to exceed the permitted cash transfer cap set forth in the Purchase Agreement, and (ii) certain permitted tax sharing payments, in each case, on terms and conditions as set forth in the Purchase Agreement. The permitted cash transfer cap is initially equal to $1.52 billion, calculated in accordance with the Purchase Agreement, (“Permitted Transfer Cap”) and is subject to certain adjustments set forth in the Purchase Agreement, including transaction expenses and certain accrued interest adjustments and adjustments tied to certain key performance indicators.

As set forth in the Reorganization Plan, immediately prior to the DIRECTV Closing, DISH DBS will distribute the DISH 2021 Intercompany Loan 2028 Tranche (see Note 9) to our seller subsidiary. At the DIRECTV Closing, our seller subsidiary will sell and transfer to DTV all of the issued and outstanding equity interests of DISH DBS in exchange for a total cash purchase price of $1.00 plus the assumption of net debt of DISH DBS and its subsidiaries that is outstanding as of the DIRECTV Closing. Additionally, effective with the DIRECTV Closing, certain other intercompany amounts between DISH DBS and us (in addition to the DISH 2021 Intercompany Loan 2028 Tranche) will be subject to cancellation.

As of September 30, 2024, the balance of the DISH DBS intercompany receivables for the DISH 2021 Intercompany Loan 2028 Tranche and other intercompany amounts totaled $4.606 billion, not including Permitted Transfer Cap receivables of up to $1.52 billion and certain other amounts of residual capital remaining based on performance. Upon the completion of the DIRECTV Transaction, DISH DBS will become a direct and wholly-owned subsidiary of DTV. The DIRECTV Transaction is subject to a number of terms and conditions set forth in the Purchase Agreement. The completion of the DIRECTV Transaction is subject to the satisfaction or waiver of customary closing conditions, including, but not limited to, government approval.

Merger with DISH Network

On December 31, 2023, we 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 us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we 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 our wholly owned subsidiary. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

Future Capital Requirements

The condensed 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.

During the third quarter of 2024 and through the issuance date of these condensed consolidated financial statements, we completed several financing transactions, including, but not limited to: (i) issuance of $2.5 billion (including $136 million of debt issuance costs) of New DISH DBS Financing, as detailed and defined in Note 9, which includes $2.047 billion of funds required to be used for the redemption, repayment or repurchase of the principal balance and remaining interest outstanding on our 5 7/8% Senior Notes due November 15, 2024, (ii) binding agreement signed by the Commitment Parties to purchase an aggregate amount of $5.356 billion (including $156 million issuable in kind as discounts and commitment and/or backstop premiums) of our new 10 3/4% Senior Secured Notes due 2029, with funding occurring on November 12, 2024, as detailed in Note 14, and (iii) a PIPE Investment for an aggregate cash purchase price of approximately $400 million, with funding occurring on November 12, 2024, as detailed and defined in Note 14. As a result of these transactions, substantial doubt no longer exists about our ability to continue as a going concern.

Our cash and cash equivalents, current restricted cash and cash equivalents, and marketable investment securities totaled $2.722 billion as of September 30, 2024 (“Cash on Hand”) and we will fund the $1.983 billion of debt maturing in November 2024 from Cash on Hand.

Segments

We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.

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 September 30, 2024, we had 8.031 million Pay-TV subscribers in the United States, including 5.888 million DISH TV subscribers and 2.143 million SLING TV subscribers.

Retail Wireless

We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile® and Gen Mobile® brands (“Retail Wireless” services), as well as a competitive portfolio of wireless devices. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text and data services, and may also qualify for certain device financing arrangements.

We are currently operating our Retail Wireless segment primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize and grow customer traffic on our 5G Network, as defined below. We are transitioning our Retail Wireless segment to a mobile network operator (“MNO”) as our 5G Network has become commercially available and we grow customer traffic on our 5G Network. We are currently activating Boost Mobile subscribers with compatible devices onto our 5G Network in markets where we have reached voice over new radio (“VoNR”). We have deployed 5G VoNR covering over 200 million Americans. Within our MVNO operations, today we depend on T-Mobile and AT&T to provide us with network services under the amended Master Network Services Agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively. As of September 30, 2024, we had 6.984 million Wireless subscribers.

5G Network Deployment

We have invested a total of over $30 billion in Wireless spectrum licenses. The $30 billion of investments related to Wireless spectrum licenses does not include $9 billion of capitalized interest related to the carrying value of such licenses. See Note 2 and Note 10 for further information. We plan to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”). We have committed to deploy a facilities-based 5G broadband network (our “5G Network”) capable of serving increasingly larger portions of the U.S. population at different deadlines.

Our Wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments. The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, was achieved in March 2024 using the drive test methodology previously agreed upon by us and the FCC and overseen by an independent monitor. We currently have the largest commercial deployment of 5G VoNR in the world covering over 200 million Americans and 5G broadband service covering over 250 million Americans.

In September 2024, the FCC conditionally granted our requests to extend the 5G deployment deadlines for certain of our licenses based on several commitments, as detailed in Note 10.

Broadband and Satellite Services

We offer broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. As of September 30, 2024, we had 912,000 Broadband subscribers.

Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business. Revenue in our satellite services business depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers.

Leases (Details)	9 Months Ended
Leases (Details)	Sep. 30, 2024
Option to extend - Operating	true
Option to extend - Finance	true
Option to terminate - Operating	true
Option to terminate - Finance	true
Minimum
Option to extend period - Operating	1 year
Maximum
Option to extend period - Operating	13 years
Option to extend period - Finance	13 years
Option to terminate period - Operating	1 year

Debt and Finance Lease Obligations - Narratives (Details)		9 Months Ended
	Sep. 29, 2024 USD ($)	Sep. 30, 2024 USD ($) item $ / shares shares	Mar. 15, 2024	Dec. 31, 2023 $ / shares	Dec. 21, 2020 USD ($)	Aug. 08, 2016 USD ($)
Debt Instrument
Interest rate (as a percent)		0.25%
Class A common stock
Debt Instrument
Common stock par value (in dollars per share) \| $ / shares		$ 0.001		$ 0.001
0% Convertible Notes due 2025 \| Class A common stock
Debt Instrument
Convertible notes converted rate, shares \| shares		8.566
Aggregate principal amount		$ 1,000
Common stock par value (in dollars per share) \| $ / shares		$ 116.74
3 3/8% Convertible Notes due 2026 \| Class A common stock
Debt Instrument
Convertible notes converted rate, shares \| shares		5.383
Aggregate principal amount		$ 1,000
Common stock par value (in dollars per share) \| $ / shares		$ 185.76
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Convertible note hedges
Debt Instrument
Convertible notes converted into shares \| shares		46,000,000
Common stock par value (in dollars per share) \| $ / shares		$ 65.18
Total cost of convertible notes		$ 635,000,000
Conversion of shares \| shares		16,000,000
3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants
Debt Instrument
Convertible notes converted into warrants \| shares		46,000,000
Common stock par value (in dollars per share) \| $ / shares		$ 86.08
Cash proceeds from the sale of warrants		$ 376,000,000
New DISH DBS financing term loan \| Outstanding 2028 DBS Notes and Outstanding 2029 DBS Notes
Debt Instrument
Aggregate principal amount (as a percent)		15.00%
New DISH DBS financing term loan \| Outstanding 2026 DBS Notes, Outstanding 2026 DBS Secured Notes and Outstanding 2028 DBS Secured Notes
Debt Instrument
Aggregate principal amount (as a percent)		20.00%
Mandatorily Redeemable Preferred Shares due 2029
Debt Instrument
Aggregate liquidation preference		$ 200,000,000
Mandatorily Redeemable Preferred Shares due 2029 \| Interest rate for twelve months after financing closing date
Debt Instrument
Interest rate (as a percent)		13.25%
Mandatorily Redeemable Preferred Shares due 2029 \| Interest rate from financing closing date and twelve months thereafter
Debt Instrument
Interest rate (as a percent)		13.75%
DDBS \| 7 3/4% Senior Notes due 2026
Debt Instrument
Interest rate (as a percent)		7.75%		7.75%
DDBS \| 7 3/4 Second Lien Notes due 2026
Debt Instrument
Interest rate (as a percent)		7.75%
DDBS \| 7 3/8% Senior Notes due 2028
Debt Instrument
Interest rate (as a percent)		7.375%		7.375%
DDBS \| 7 3/8% Second Lien Notes due 2028
Debt Instrument
Interest rate (as a percent)		7.375%
DDBS \| 5 1/8 % Senior Notes due 2029
Debt Instrument
Interest rate (as a percent)		5.125%		5.125%
DDBS \| 5 1/8% Second Lien Notes due 2029
Debt Instrument
Interest rate (as a percent)		5.125%
DDBS \| 5 1/4% Senior Secured Notes due 2026
Debt Instrument
Interest rate (as a percent)		5.25%		5.25%
DDBS \| 5 1/4% First Lien Notes due 2026
Debt Instrument
Interest rate (as a percent)		5.25%
DDBS \| 5 3/4% Senior Secured Notes due 2028
Debt Instrument
Interest rate (as a percent)		5.75%		5.75%
DDBS \| 5 3/4% First Lien Notes due 2028
Debt Instrument
Interest rate (as a percent)		5.75%
DDBS \| 5 7/8% Senior Notes due 2024
Debt Instrument
Interest rate (as a percent)		5.875%		5.875%
DBS SubscriberCo \| New DISH DBS Financing
Debt Instrument
Aggregate principal amount	$ 2,500,000,000
Proceeds received from NEW DISH DBS		$ 2,047,000,000.000
Proceeds from issuance of long-term debt	$ 2,047,000,000.000
DBS SubscriberCo \| New DISH DBS financing term loan
Debt Instrument
Aggregate principal amount		$ 2,300,000,000
DBS SubscriberCo \| New DISH DBS financing term loan \| Dish TV
Debt Instrument
Number of DISH TV subscribers \| item		3
DBS SubscriberCo \| Term Loan due 2029
Debt Instrument
Aggregate principal amount		$ 1,800,000,000
DBS SubscriberCo \| Term Loan due 2029 \| Interest rate for twelve months after financing closing date
Debt Instrument
Interest rate (as a percent)		11.25%
DBS SubscriberCo \| Term Loan due 2029 \| Interest rate from financing closing date and twelve months thereafter
Debt Instrument
Interest rate (as a percent)		10.75%
DBS SubscriberCo \| Term Loan due 2025
Debt Instrument
Interest rate (as a percent)		11.00%
Aggregate principal amount		$ 500,000,000
DBS SubscriberCo \| New DISH DBS roll-up incremental term loan
Debt Instrument
Interest rate (as a percent)		11.00%
DBS SubscriberCo \| New DISH DBS roll-up incremental term loan \| Interest rate for twelve months after financing closing date
Debt Instrument
Interest rate (as a percent)		11.50%
DBS SubscriberCo \| 5 7/8% Senior Notes due 2024
Debt Instrument
Interest rate (as a percent)	5.875%
HSSC \| 6 5/8% Unsecured Senior Notes due 2026
Debt Instrument
Interest rate (as a percent)		6.625%		6.625%
DISH Network \| Convertible Notes 2.38 Due 2024 [Member]
Debt Instrument
Interest rate (as a percent)		2.375%	2.375%	2.375%
DISH Network \| 0% Convertible Notes due 2025
Debt Instrument
Interest rate (as a percent)		0.00%
Aggregate principal amount					$ 2,000,000,000.0
Redemption price as a percentage of principal amount		100.00%
DISH Network \| 3 3/8% Convertible Notes due 2026
Debt Instrument
Interest rate (as a percent)		3.375%		3.375%
Aggregate principal amount						$ 3,000,000,000.0
Redemption price as a percentage of principal amount		100.00%
DISH Network \| 3 3/8% Convertible Notes due 2026 \| Class A common stock \| Convertible note hedges \| DISH Network
Debt Instrument
Share price (in dollars per share) \| $ / shares		$ 185.76
DISH Network \| 11 3/4% Senior Secured Notes due 2027
Debt Instrument
Interest rate (as a percent)		11.75%		11.75%
EchoStar \| 3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants
Debt Instrument
Conversion of convertible securities \| shares		16,000,000
EchoStar \| 3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants \| Maximum \| DISH Network
Debt Instrument
Share price (in dollars per share) \| $ / shares		$ 245.33
EchoStar \| 3 3/8% Convertible Notes due 2026 \| Class A common stock \| Common stock warrants \| Minimum \| DISH Network
Debt Instrument
Share price (in dollars per share) \| $ / shares		$ 185.75

Property and Equipment and Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment
Total property and equipment	$ 18,131,391	$ 17,747,189
Accumulated depreciation	(8,843,665)	(8,185,355)
Property and equipment, net	9,287,726	9,561,834
Equipment leased to customers
Property and Equipment
Total property and equipment	$ 1,833,202	$ 1,977,450
Equipment leased to customers \| Minimum
Property and Equipment
Depreciable Life	2 years	2 years
Equipment leased to customers \| Maximum
Property and Equipment
Depreciable Life	5 years	5 years
Satellites
Property and Equipment
Total property and equipment	$ 3,877,264	$ 4,168,766
Satellites \| Minimum
Property and Equipment
Depreciable Life	5 years	5 years
Satellites \| Maximum
Property and Equipment
Depreciable Life	15 years	15 years
Satellites acquired under finance lease agreements
Property and Equipment
Depreciable Life	15 years	15 years
Total property and equipment	$ 700,879	$ 712,832
Furniture, fixtures, equipment and other
Property and Equipment
Total property and equipment	$ 1,699,849	$ 1,691,389
Furniture, fixtures, equipment and other \| Minimum
Property and Equipment
Depreciable Life	1 year	1 year
Furniture, fixtures, equipment and other \| Maximum
Property and Equipment
Depreciable Life	20 years	20 years
5G Network Deployment equipment
Property and Equipment
Total property and equipment	$ 4,860,116	$ 4,263,327
5G Network Deployment equipment \| Minimum
Property and Equipment
Depreciable Life	3 years	3 years
5G Network Deployment equipment \| Maximum
Property and Equipment
Depreciable Life	15 years	15 years
Software and computer equipment
Property and Equipment
Total property and equipment	$ 2,746,601	$ 2,503,597
Software and computer equipment \| Minimum
Property and Equipment
Depreciable Life	2 years	2 years
Software and computer equipment \| Maximum
Property and Equipment
Depreciable Life	8 years	8 years
Buildings and improvements
Property and Equipment
Total property and equipment	$ 512,808	$ 538,815
Buildings and improvements \| Minimum
Property and Equipment
Depreciable Life	1 year	1 year
Buildings and improvements \| Maximum
Property and Equipment
Depreciable Life	40 years	40 years
Land
Property and Equipment
Total property and equipment	$ 42,941	$ 46,675
Construction in progress
Property and Equipment
Total property and equipment	$ 1,857,731	$ 1,844,338

Basic and Diluted Net Income (Loss) Per Share (EPS Amounts for Basic and Diluted Weighted-Average Shares Outstanding) (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended						9 Months Ended
	Nov. 12, 2024	Nov. 08, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 10, 2024	Mar. 15, 2024	Dec. 31, 2023
Net income (loss)			$ (143,801)			$ (118,737)			$ (459,634)	$ 386,800
Less: Net income (loss) attributable to noncontrolling interests, net of tax			(1,989)			19,634			(4,855)	58,975
Net income (loss) attributable to EchoStar			(141,812)	$ (205,591)	$ (107,376)	(138,371)	$ 212,662	$ 253,534	(454,779)	327,825
Net income (loss) attributable to EchoStar - Diluted			$ (141,812)			$ (138,371)			$ (454,779)	$ 327,825
Weighted-average common shares outstanding - Class A and B common stock:
Basic (in shares)			271,736			271,245			271,616	270,637
Dilutive impact of Convertible Notes (3) (4) (5) (in shares)										37,550
Dilutive impact of stock awards outstanding (4) (in shares)										72
Diluted (in shares)			271,736			271,245			271,616	308,259
Earnings per share - Class A and B common stock:
Basic net income (loss) per share attributable to EchoStar (In dollar per share)			$ (0.52)			$ (0.51)			$ (1.67)	$ 1.21
Diluted net income (loss) per share attributable to EchoStar (in dollars per share)			$ (0.52)			$ (0.51)			$ (1.67)	$ 1.06
Interest rate (as a percent)			0.25%						0.25%
Anti-dilutive securities excluded from computation of earnings per share									27,764,000	31,938,000
Class A common stock
Earnings per share - Class A and B common stock:
Anti-dilutive securities excluded from computation of earnings per share			33,000,000			38,000,000			34,000,000
Class A common stock \| Subsequent event
Earnings per share - Class A and B common stock:
Stock issued		14,265,000
Convertible Secured Notes 3.875 Percent Due 2030 \| Subsequent event
Earnings per share - Class A and B common stock:
Interest rate (as a percent)	3.875%										3.875%
Aggregate principal amount	$ 1,906,000										$ 1,950,000
Convertible notes converted into shares	57,000,000
DISH Network \| Convertible Notes 2.375 Percent Due 2024
Earnings per share - Class A and B common stock:
Interest rate (as a percent)			2.375%						2.375%			2.375%	2.375%

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Hughes Systique

Schedule of transactions with related party


	For the Three Months Ended		For the Nine Months Ended

	September 30, 2024
	(In thousands)
Purchases:
Purchases from Hughes Systique	$	4,236	$	13,211

	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Amounts Payable:
Amounts payable to Hughes Systique	$	1,385	$	1,704

NagraStar L.L.C.

Schedule of transactions with related party


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	7,596	$	8,972	$	24,723	$	28,012

	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	5,095	$	9,821
Commitments to NagraStar	$	1,798	$	1,727

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 622,608	$ 1,821,376
Current restricted cash and cash equivalents	2,047,489
Marketable investment securities	51,792	623,044
Trade accounts receivable, net of allowance for credit losses of $82,427 and $74,390, respectively	1,099,545	1,122,139
Inventory	441,683	665,169
Prepaids and other assets	649,802	644,005
Other current assets	87,458	16,081
Total current assets	5,000,377	4,891,814
Noncurrent Assets:
Restricted cash, cash equivalents and marketable investment securities	156,323	118,065
Property and equipment, net	9,287,726	9,561,834
Regulatory authorizations, net	39,156,029	38,572,980
Other investments, net	216,139	314,370
Operating lease assets	3,158,548	3,065,448
Intangible assets, net	79,078	172,892
Other noncurrent assets, net	493,157	411,491
Total noncurrent assets	52,547,000	52,217,080
Total assets	57,547,377	57,108,894
Current Liabilities:
Trade accounts payable	707,476	774,011
Deferred revenue and other	645,719	754,658
Accrued programming	1,499,375	1,427,762
Accrued interest	406,619	297,678
Other accrued expenses and liabilities	1,699,434	1,717,826
Current portion of debt, finance lease and other obligations (Note 9)	2,520,297	3,046,654
Total current liabilities	7,478,920	8,018,589
Long-Term Obligations, Net of Current Portion:
Long-term debt, finance lease and other obligations, net of current portion (Note 9)	21,557,251	19,717,266
Deferred tax liabilities, net	4,926,162	5,014,309
Operating lease liabilities	3,125,819	3,121,307
Long-term deferred revenue and other long-term liabilities	958,931	849,131
Total long-term obligations, net of current portion	30,568,163	28,702,013
Total liabilities	38,047,083	36,720,602
Commitments and Contingencies (Note 10)
Redeemable noncontrolling interests (Note 2)		438,382
Stockholders' Equity (Deficit):
Additional paid-in capital	8,337,211	8,301,979
Accumulated other comprehensive income (loss)	(177,764)	(160,056)
Accumulated earnings (deficit)	11,283,204	11,737,983
Total EchoStar stockholders' equity (deficit)	19,442,922	19,880,177
Noncontrolling interests	57,372	69,733
Total stockholders' equity (deficit)	19,500,294	19,949,910
Total liabilities and stockholders' equity (deficit)	57,547,377	57,108,894
Class A common stock
Stockholders' Equity (Deficit):
Common stock	140	140
Class B common stock
Stockholders' Equity (Deficit):
Common stock	$ 131	$ 131

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments - Other Income Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Other Income (Expense)
Marketable and non-marketable investment securities - realized and unrealized gains (losses)	$ 7,383	$ (10,723)	$ (41,929)	$ (14,300)
Derivative instruments - net realized and/or unrealized gains (losses)		(155,133)		(192,107)
Other investment securities - other-than-temporary impairments				(33,400)
Gains (losses) related to early redemption of debt		4,480		72,566
Foreign currency transaction gains (losses)	847	(2,032)	(2,482)	4,265
Equity in earnings (losses) of affiliates	(5,276)	(3,193)	(74,459)	(6,671)
Liberty Puerto Rico Asset Sale	50,418		50,418
Other	(1,265)	(2,346)	2,951	7
Total	$ 52,107	$ (168,947)	$ (65,501)	$ (169,640)

Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended
	Apr. 01, 2024 shares	Jun. 30, 2024 USD ($) employee $ / shares shares	Sep. 30, 2024 $ / shares
Antidilutive securities excluded from computation of earnings per share
Exchange in period \| shares	7
Exercise price \| shares		6
Number of eligible employees for exchange offer \| employee		1,000
Share-based payment arrangement		$ 14.04
Total incremental non-cash stock-based compensation expense \| $		$ 15
Maximum \| Class A common stock
Antidilutive securities excluded from computation of earnings per share
Exercise price of warrants			$ 245.33
Minimum \| Class A common stock
Antidilutive securities excluded from computation of earnings per share
Exercise price of warrants			$ 185.75

Revenue Recognition - Contract Asset and Contract Liability Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Contract Asset and Contract Liability Balances
Contract assets	$ 98,299	$ 66,103
Contract liabilities	637,168	$ 710,456
Customer Contract
Contract Asset and Contract Liability Balances
Contract liabilities	$ 658,000

- 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

Property and Equipment and Intangible Assets - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation and amortization expense
Depreciation and amortization	$ 477,434	$ 397,211	$ 1,470,359	$ 1,115,598
Equipment leased to customers
Depreciation and amortization expense
Depreciation and amortization	83,778	75,150	214,723	251,250
Satellites
Depreciation and amortization expense
Depreciation and amortization	74,464	64,934	225,365	196,001
Buildings, furniture, fixtures, equipment and other
Depreciation and amortization expense
Depreciation and amortization	20,685	35,423	96,105	85,900
5G Network Deployment equipment
Depreciation and amortization expense
Depreciation and amortization	187,281	94,204	533,575	231,085
Software and computer equipment
Depreciation and amortization expense
Depreciation and amortization	94,193	73,319	278,746	188,298
Intangible assets and other amortization expense
Depreciation and amortization expense
Depreciation and amortization	$ 17,033	$ 54,181	$ 121,845	$ 163,064

Property and Equipment and Intangible Assets

9 Months Ended

Sep. 30, 2024

Property and Equipment and Intangible Assets

Property and Equipment and Intangible Assets

7.	Property and Equipment and Intangible Assets

Property and Equipment

Property and equipment consisted of the following:


	Depreciable			As of
	Life			September 30,		December 31,
	(In Years)			2024		2023

				(In thousands)
Equipment leased to customers	2	-	5	$	1,833,202	$	1,977,450
Satellites (1)	5	-	15		3,877,264		4,168,766
Satellites acquired under finance lease agreements		15			700,879		712,832
Furniture, fixtures, equipment and other	1	-	20		1,699,849		1,691,389
5G Network Deployment equipment (2)	3	-	15		4,860,116		4,263,327
Software and computer equipment	2	-	8		2,746,601		2,503,597
Buildings and improvements (3)	1	-	40		512,808		538,815
Land (3)		-			42,941		46,675
Construction in progress		-			1,857,731		1,844,338
Total property and equipment					18,131,391		17,747,189
Accumulated depreciation					(8,843,665)		(8,185,355)
Property and equipment, net				$	9,287,726	$	9,561,834

(1)	The Spaceway 3 satellite was deorbited in January 2024.

(2)	Includes 5G Network Deployment assets acquired under finance lease agreements.

(3)	This decrease resulted from the sale of certain assets to CONX Corp., which closed May 1, 2024. See Note 13 for further information.

Depreciation and amortization expense consisted of the following:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Equipment leased to customers	$	83,778	$	75,150	$	214,723	$	251,250
Satellites		74,464		64,934		225,365		196,001
Buildings, furniture, fixtures, equipment and other		20,685		35,423		96,105		85,900
5G Network Deployment equipment		187,281		94,204		533,575		231,085
Software and computer equipment		94,193		73,319		278,746		188,298
Intangible assets and other amortization expense		17,033		54,181		121,845		163,064
Total depreciation and amortization	$	477,434	$	397,211	$	1,470,359	$	1,115,598

Cost of sales and operating expense categories included in our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation and amortization expense related to satellites, equipment leased to customers, or our 5G Network Deployment equipment and software, and amortization of development costs of externally marketed software.

Activity relating to our asset retirement obligations was as follows:



	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Balance at beginning of period	$	300,475	$	246,656	$	278,287	$	183,135
Liabilities incurred		5,051		11,229		14,010		65,580
Accretion expense		7,114		5,665		20,343		14,835
Revision to estimated cash flows		—		—		—		—
Balance at end of period	$	312,640	$	263,550	$	312,640	$	263,550

Total included in Other long-term liabilities	$	312,640	$	263,550	$	312,640	$	263,550

The corresponding assets, net of accumulated depreciation, related to asset retirement obligations were $215 million and $217 million as of September 30, 2024 and December 31, 2023, respectively.

Satellites Pay-TV Segment

Our Pay-TV segment currently utilizes nine satellites in geostationary orbit approximately 22,300 miles above the equator, seven of which we own and depreciate over their estimated useful life. We also lease two satellites from third parties: Anik F3, which is accounted for as an operating lease, and Nimiq 5, which is accounted for as a finance lease and is depreciated over its economic life.

As of September 30, 2024, our Pay-TV segment satellite fleet in service consisted of the following:


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

Under Construction:
EchoStar XXV	2026	110	N/A

Leased from Other Third-Party:
Anik F3	April 2007	118.7	April 2025
Nimiq 5 (1)	September 2009	72.7	October 2029

(1)	Subsequent to September 30, 2024, we extended the Nimiq 5 lease to October 2029 and as a result, beginning in the fourth quarter of 2024, we will account for the Nimiq 5 lease as an operating lease.

Satellite Under Construction

EchoStar XXV. On March 20, 2023, we 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, we entered into an agreement with Space Exploration Technologies Corp (“SpaceX”) for launch services for this satellite, which is expected to be launched during 2026.

Satellites - Broadband and Satellite Services Segment

Our Broadband and Satellite Services segment currently utilizes nine satellites in geostationary orbit approximately 22,300 miles above the equator, six of which we own and depreciate over their estimated useful life. We also lease three satellites from third parties, which are accounted for as finance leases and are depreciated over their economic life.

As of September 30, 2024, our Broadband and Satellite Services segment satellite fleet in service consisted of the following:


		Degree	Lease
	Launch	Orbital	Termination
Satellites	Date	Location	Date
Owned:
EchoStar IX	August 2003	121	N/A
EchoStar XVII	July 2012	107	N/A
EchoStar XIX	December 2016	97.1	N/A
EchoStar XXI	June 2017	10.25	N/A
Al Yah 3	January 2018	20	N/A
EchoStar XXIV	July 2023	95.2	N/A

Leased from Other Third-Party:
Eutelsat 65 West A	March 2016	65	July 2031
Telesat T19V	July 2018	63	August 2033
EchoStar 105/SES-11	October 2017	105	November 2029

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating lease assets	$ 3,158,548	$ 3,065,448
Other current liabilities	$ 487,113	$ 317,395
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 3,125,819	$ 3,121,307
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities	Operating lease liabilities
Total	$ 3,612,932	$ 3,438,702
Operating Lease, Liability, Statement of Financial Position [Extensible List]	Accounts Payable, Current, Operating lease liabilities	Accounts Payable, Current, Operating lease liabilities
Other current liabilities	$ 29,386	$ 56,459
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	$ 44,623	$ 67,199
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long Term Debt And Finance Lease Obligations Net Of Current Portion	Long Term Debt And Finance Lease Obligations Net Of Current Portion
Total	$ 74,009	$ 123,658
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion	Long-term Debt and Capital Lease Obligations, Current, Long Term Debt And Finance Lease Obligations Net Of Current Portion
Operating lease, weighted average remaining lease term	10 years	10 years 7 months 6 days
Finance lease, weighted average remaining lease term	2 years	2 years 2 months 12 days
Operating lease, weighted average discount rate, percent	10.20%	9.50%
Finance lease, weighted average discount rate, percent	9.30%	9.70%
Finance Leased Equipment
Leases
Property and equipment, gross	$ 821,981	$ 833,933
Accumulated depreciation	(572,254)	(520,344)
Property and equipment, net	$ 249,727	$ 313,589

Debt and Finance Lease Obligations - Intercompany Loan (Details) $ in Millions		3 Months Ended	9 Months Ended
	Feb. 11, 2022 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) tranche	Jan. 31, 2024 USD ($)
Debt Instrument
Interest rate (as a percent)		0.25%	0.25%
Payment to customer			$ 30,000
DISH DBS Corporation ("DBS")
Debt Instrument
Interest payment in kind (in percent)			0.75%
DISH DBS Corporation ("DBS") \| EchoStar Intercompany Receivable Company L.L.C.
Debt Instrument
Outstanding amount		$ 4,767	$ 4,767
Loan paid		65	$ 65
Intercompany Loan \| EchoStar Intercompany Receivable Company L.L.C.
Debt Instrument
Amount of transfer of loan receivable				$ 4,700
Intercompany Loan \| DISH DBS Corporation ("DBS")
Debt Instrument
Additional debt	$ 1,500
Minimum interest payment due (in percent)			50.00%
Period After Issuance First Payment In Kind Due			2 years
Outstanding amount		7,612	$ 7,612
Number of tranche \| tranche			2
Loan paid		$ 107	$ 107

Inventory (Tables)

9 Months Ended

Sep. 30, 2024

Inventory

Schedule of inventory


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Finished goods	$	320,956	$	512,894
Work-in-process and service repairs		63,997		68,463
Consignment		13,066		56,360
Raw materials		43,664		27,452
Total inventory	$	441,683	$	665,169

Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Supplemental Data - Statements of Cash Flows
Cash paid for interest (including capitalized interest)	$ 895,504	$ 951,727
Cash received for interest	43,089	125,866
Cash paid for income taxes, net of (refunds)	(17,679)	9,863
Capitalized interest	793,532	1,005,260
Employee benefits paid in Class A common stock		20,101
Vendor financing		87,343
Accrued capital expenditures	114,413	231,150
Asset retirement obligation	$ 14,010	65,580
Accrued upfront payment		100,000
Unsettled sales of marketable investment securities		$ 119,068

Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Marketable investment securities, restricted cash and other investments
Total current marketable investment securities	$ 51,792	$ 623,044
Total marketable investment securities	70,734	650,884
Restricted cash and cash equivalents (1) (2)	2,184,870	90,225
Equity method investments (3)	67,339	169,038
Cost method investments	109,509	106,134
Fair value method and other debt investments	39,291	39,198
Total other investments, net	216,139	314,370
Total marketable investment securities, restricted cash and cash equivalents, and other investments, net	2,471,743	1,055,479
New DISH DBS Financing
Marketable investment securities, restricted cash and other investments
Restricted cash and cash equivalents (1) (2)	2,047,000
Current marketable investment securities - strategic - available-for-sale
Marketable investment securities, restricted cash and other investments
Total current marketable investment securities	51	144
Current marketable investment securities - strategic - trading/equity
Marketable investment securities, restricted cash and other investments
Total current marketable investment securities	51,605	176,205
Other investment securities
Marketable investment securities, restricted cash and other investments
Total current marketable investment securities	136	446,695
Restricted marketable investment securities
Marketable investment securities, restricted cash and other investments
Total marketable investment securities	$ 18,942	$ 27,840

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Redeemable Noncontrolling Interests

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Use of Estimates

Capitalized Interest

Fair Value Measurements

●

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

●

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

Advertising Costs

Research and Development

New Accounting Pronouncements

Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):

Subsequent Events - Commitment Agreement (Details) - USD ($) $ in Millions	Nov. 12, 2024	Nov. 08, 2024	Oct. 10, 2024	Sep. 30, 2024
Subsequent Events
Interest rate (as a percent)				0.25%
Senior Secured Notes 10.75 Percent Due 2029
Subsequent Events
Aggregate amount of debt committed				$ 5,356
Amounts of discounts or backstop premiums in committed				$ 156
Interest rate (as a percent)		10.75%		10.75%
Senior Secured Notes 10.75 Percent Due 2029 \| Subsequent event
Subsequent Events
Aggregate amount of debt committed		$ 5,356
Amounts of discounts or backstop premiums in committed		$ 156
Interest rate (as a percent)			10.75%
Senior Secured Notes 10.75 Percent Due 2029 \| Related Party
Subsequent Events
Aggregate amount of debt committed				$ 5
Amounts of discounts or backstop premiums in committed				100
Convertible Secured Notes 3.875 Percent Due 2030 \| Subsequent event
Subsequent Events
Interest rate (as a percent)	3.875%		3.875%
Aggregate principal amount	$ 1,906		$ 1,950
Convertible Secured Notes 3.875 Percent Due 2030 \| Consenting Creditors
Subsequent Events
Aggregate principal amount				$ 30

Segment Reporting (Details) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
Segment Reporting (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Segment Reporting
Number of primary operating business segments \| segment		4
Proceeds from New DISH DBS Financing (Note 9)		$ 2,500,000
DBS SubscriberCo
Segment Reporting
Proceeds from New DISH DBS Financing (Note 9)	$ 2,500,000
New DISH DBS Financing \| DBS SubscriberCo
Segment Reporting
Proceeds from New DISH DBS Financing (Note 9)		$ 2,500,000	$ 2,500,000

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue Recognition
Remaining performance obligation	$ 1,426	$ 1,740
Decrease of customer liability	$ 314
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue Recognition
Remaining performance obligation period	1 year
Remaining performance obligation, percentage	31.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue Recognition
Remaining performance obligation period	1 year
Remaining performance obligation, percentage	69.00%

- 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 + Details

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

9 Months Ended

Sep. 30, 2024

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

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


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	51	$	144
Strategic - trading/equity		51,605		176,205
Other		136		446,695
Total current marketable investment securities		51,792		623,044
Restricted marketable investment securities (1)		18,942		27,840
Total marketable investment securities		70,734		650,884

Restricted cash and cash equivalents (1) (2)		2,184,870		90,225

Other investments, net:
Equity method investments (3)		67,339		169,038
Cost method investments		109,509		106,134
Fair value method and other debt investments		39,291		39,198
Total other investments, net		216,139		314,370

Total marketable investment securities, restricted cash and cash equivalents, and other investments, net	$	2,471,743	$	1,055,479

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

(2)	Includes $2.047 billion in proceeds received from the New DBS Financing, as detailed and defined in Note 9.

(3)	The decrease primarily resulted from our Invidi Technologies Corporation and Broadband Connectivity Solutions (Restricted) Limited investments, discussed below.

Schedule of fair value measurements


	As of
	September 30,2024								December 31, 2023
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	2,293,570	$	209,010	$	2,084,560	$	—	$	1,692,849	$	573,504	$	1,119,345	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	10,785	$	10,785	$	—	$	—	$	65,172	$	65,172	$	—	$	—
Commercial paper		—		—		—		—		290,398		—		290,398		—
Corporate securities		—		—		—		—		114,265		—		114,265		—
Other		187		—		136		51		4,844		—		4,700		144
Equity securities		59,762		51,605		8,157		—		176,205		166,481		9,724		—
Total	$	70,734	$	62,390	$	8,293	$	51	$	650,884	$	231,653	$	419,087	$	144

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
Other, net:	2024		2023		2024		2023

	(In thousands)
Marketable and non-marketable investment securities - realized and unrealized gains (losses)	$	7,383	$	(10,723)	$	(41,929)	$	(14,300)
Derivative instruments - net realized and/or unrealized gains (losses)		—		(155,133)		—		(192,107)
Other investment securities - other-than-temporary impairments		—		—		—		(33,400)
Gains (losses) related to early redemption of debt		—		4,480		—		72,566
Foreign currency transaction gains (losses)		847		(2,032)		(2,482)		4,265
Equity in earnings (losses) of affiliates		(5,276)		(3,193)		(74,459)		(6,671)
Liberty Puerto Rico Asset Sale (Note 10)		50,418		—		50,418		—
Other		(1,265)		(2,346)		2,951		7
Total	$	52,107	$	(168,947)	$	(65,501)	$	(169,640)

Subsequent Events - EchoStar Exchange Offers (Details) - USD ($) $ in Millions	Nov. 30, 2024	Nov. 13, 2024	Nov. 12, 2024	Nov. 08, 2024	Oct. 10, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 21, 2020	Aug. 08, 2016
Subsequent Events
Interest rate (as a percent)						0.25%
Outstanding debt	$ 1,983
Senior Secured Notes 6.75 Percent Due 2030 \| Subsequent event
Subsequent Events
Aggregate principal amount				$ 2,288	$ 2,381
Interest rate (as a percent)					6.75%
Convertible Secured Notes 3.875 Percent Due 2030 \| Subsequent event
Subsequent Events
Debt instrument, amount exchanged				1,876
Aggregate principal amount			$ 1,906		$ 1,950
Interest rate (as a percent)			3.875%		3.875%
Exchange Notes \| Subsequent event
Subsequent Events
Debt instrument, amount exchanged				$ 4,164
Aggregate principal amount					$ 4,331
Senior Secured Notes 10.75 Percent Due 2029
Subsequent Events
Interest rate (as a percent)				10.75%		10.75%
Senior Secured Notes 10.75 Percent Due 2029 \| Subsequent event
Subsequent Events
Interest rate (as a percent)					10.75%
DISH Network \| Existing Convertible Notes \| Subsequent event
Subsequent Events
Debt instrument, amount exchanged				$ 4,682	$ 4,866
DISH Network \| Convertible Notes 3.375 Percent Due 2026
Subsequent Events
Aggregate principal amount									$ 3,000
Interest rate (as a percent)						3.375%	3.375%
DISH Network \| Convertible Notes 3.375 Percent Due 2026 \| Subsequent event
Subsequent Events
Debt instrument, amount exchanged				$ 2,863
Percentage of debt exchanges				98.50%
Outstanding debt		$ 45
DISH Network \| 0% Convertible Notes due 2025
Subsequent Events
Aggregate principal amount								$ 2,000
Interest rate (as a percent)						0.00%
DISH Network \| 0% Convertible Notes due 2025 \| Subsequent event
Subsequent Events
Debt instrument, amount exchanged				$ 1,819
Percentage of debt exchanges				92.90%
Outstanding debt		$ 138

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Related Party Transactions

13.Related Party Transactions

Sale of Assets to CONX

On March 10, 2024, CONX Corp. (an entity partially owned by Charles W. Ergen, our Chairman) (“CONX”), a special purpose acquisition company, and EchoStar Real Estate Holding L.L.C. (“Seller”), our subsidiary, entered into a definitive purchase and sale agreement (the “Purchase Agreement”), which provides for CONX’s purchase from the Seller of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million, net of deferred tax. The transaction closed May 1, 2024. The difference between our net carrying value of the assets sold and the purchase price was $3 million recorded in “Additional paid-in capital” on our Condensed Consolidated Balance Sheets as of September 30, 2024.

Concurrently with the transaction closing on May 1, 2024 we entered into an agreement to lease back the property from CONX for an initial 10 year term. During the three and nine months ended September 30, 2024, we recorded less than $1 million and $1 million, respectively, for this lease in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Hughes Systique Corporation (“Hughes Systique”)

We own 42% of Hughes Systique via preferred shares and contract with Hughes Systique for software development services. Prior to December 31, 2023, we consolidated Hughes Systique’s financial statements into our Condensed Consolidated Financial Statements. As of December 31, 2023, we have deconsolidated the Hughes Systique results from our Condensed Consolidated Financial Statements and recorded the investment as a cost method investment in “Other investments, net” on our Condensed Consolidated Balance Sheets.

The table below summarizes our transactions with Hughes Systique:


	For the Three Months Ended		For the Nine Months Ended

	September 30, 2024
	(In thousands)
Purchases:
Purchases from Hughes Systique	$	4,236	$	13,211

	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Amounts Payable:
Amounts payable to Hughes Systique	$	1,385	$	1,704

NagraStar L.L.C.

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

The table below summarizes our transactions with NagraStar:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Purchases (including fees):
Purchases from NagraStar	$	7,596	$	8,972	$	24,723	$	28,012

	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Amounts Payable and Commitments:
Amounts payable to NagraStar	$	5,095	$	9,821
Commitments to NagraStar	$	1,798	$	1,727

- 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.

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+ Details

Debt and Finance Lease Obligations (Tables)

9 Months Ended

Sep. 30, 2024

Debt and Finance Lease Obligations

Schedule of carrying amount and fair value of our debt facilities


		As of
		September 30,2024				December 31, 2023
	Issuer	Carrying Amount		Fair Value		Carrying Amount		Fair Value

		(In thousands)
Current:
2 3/8% Convertible Notes due 2024 (1)	DISH	$	—	$	—	$	951,168	$	944,034
5 7/8% Senior Notes due 2024	DDBS		1,982,544		1,978,559		1,982,544		1,872,275
Term Loan due 2025 (2)	DBS SubscriberCo		500,000		500,000		—		—
Long-Term:
0% Convertible Notes due 2025	DISH		1,957,197		1,702,761		1,957,197		1,228,141
7 3/4% Senior Notes due 2026	DDBS		2,000,000		1,718,660		2,000,000		1,388,060
5 1/4% Senior Secured Notes due 2026	HSSC		750,000		692,993		750,000		665,678
6 5/8% Senior Notes due 2026	HSSC		750,000		645,390		750,000		591,525
3 3/8% Convertible Notes due 2026	DISH		2,908,799		2,367,035		2,908,801		1,570,753
5 1/4% Senior Secured Notes due 2026	DDBS		2,750,000		2,536,875		2,750,000		2,366,073
11 3/4% Senior Secured Notes due 2027	DISH		3,500,000		3,683,750		3,500,000		3,668,980
7 3/8% Senior Notes due 2028	DDBS		1,000,000		729,150		1,000,000		600,160
5 3/4% Senior Secured Notes due 2028	DDBS		2,500,000		2,200,000		2,500,000		2,013,125
5 1/8% Senior Notes due 2029	DDBS		1,500,000		981,000		1,500,000		774,600
Term Loan due 2029 (2)	DBS SubscriberCo		1,800,000		1,800,000		—		—
Mandatorily Redeemable Preferred Shares due 2029 (2) (3)	DBS SubscriberCo		200,000		200,000		—		—
Subtotal			24,098,540		21,736,173		22,549,710		17,683,404
Other notes payable			106,794		106,794		160,158		160,158
Unamortized deferred financing costs and other debt discounts, net			(201,795)		—		(69,606)		—
Finance lease obligations (4)			74,009		—		123,658		—
Total long-term debt, finance lease and other obligations (including current portion)		$	24,077,548	$	21,842,967	$	22,763,920	$	17,843,562

(1)	We repurchased or redeemed the principal balance of our 2 3/8% Convertible Notes due 2024 as of March 15, 2024, the instrument’s maturity date.

(2)	See “New DISH DBS Financing” below for further information.

(3)	Due to the mandatory redemption feature of this instrument, it is considered a debt instrument.

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

- Definition

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

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Class A and B Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Earnings (Deficit)	Noncontrolling Interests	Redeemable Noncontrolling Interests	Total
Balance at Dec. 31, 2022	$ 269	$ 8,222,599	$ (175,267)	$ 13,440,040	$ 98,192	$ 464,359	$ 21,585,833
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock	1	9,387					9,388
Non-cash, stock-based compensation		14,628					14,628
Other comprehensive income (loss)			5,788		1,969		7,757
Net income (loss) attributable to noncontrolling interests					(1,094)	20,405	(1,094)
Net income (loss) attributable to EchoStar				253,534			253,534
Balance at Mar. 31, 2023	270	8,246,614	(169,479)	13,693,574	99,067	484,764	21,870,046
Balance at Dec. 31, 2022	269	8,222,599	(175,267)	13,440,040	98,192	464,359	21,585,833
Increase (Decrease) in Stockholders' Equity
Net income (loss) attributable to EchoStar							327,825
Balance at Sep. 30, 2023	271	8,291,997	(163,567)	13,767,865	94,432	529,053	21,990,998
Balance at Mar. 31, 2023	270	8,246,614	(169,479)	13,693,574	99,067	484,764	21,870,046
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock	1	19,000					19,001
Non-cash, stock-based compensation		12,678					12,678
Other comprehensive income (loss)			13,178		1,893		15,071
Net income (loss) attributable to noncontrolling interests					(1,993)	22,023	(1,993)
Net income (loss) attributable to EchoStar				212,662			212,662
Balance at Jun. 30, 2023	271	8,278,292	(156,301)	13,906,236	98,967	506,787	22,127,465
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock		3,282					3,282
Non-cash, stock-based compensation		10,423					10,423
Other comprehensive income (loss)			(7,266)		(1,903)		(9,169)
Net income (loss) attributable to noncontrolling interests					(2,632)	22,266	(2,632)
Net income (loss) attributable to EchoStar				(138,371)			(138,371)
Balance at Sep. 30, 2023	271	8,291,997	(163,567)	13,767,865	94,432	529,053	21,990,998
Balance at Dec. 31, 2023	271	8,301,979	(160,056)	11,737,983	69,733	438,382	19,949,910
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock		(160)					(160)
Non-cash, stock-based compensation		9,058					9,058
Other comprehensive income (loss)			(4,548)		(1,119)		(5,667)
Purchase of SNR Management's ownership interest in SNR HoldCo						(441,998)
Net income (loss) attributable to noncontrolling interests					(4,615)	3,616	(4,615)
Net income (loss) attributable to EchoStar				(107,376)			(107,376)
Balance at Mar. 31, 2024	271	8,310,877	(164,604)	11,630,607	63,999		19,841,150
Balance at Dec. 31, 2023	271	8,301,979	(160,056)	11,737,983	69,733	$ 438,382	19,949,910
Increase (Decrease) in Stockholders' Equity
Net income (loss) attributable to EchoStar							(454,779)
Balance at Sep. 30, 2024	271	8,337,211	(177,764)	11,283,204	57,372		19,500,294
Balance at Mar. 31, 2024	271	8,310,877	(164,604)	11,630,607	63,999		19,841,150
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock		1,992					1,992
Sale of Assets to CONX, net of deferred taxes		3,376					3,376
Non-cash, stock-based compensation		10,635					10,635
Other comprehensive income (loss)			(14,522)		(3,222)		(17,744)
Net income (loss) attributable to noncontrolling interests					(1,867)		(1,867)
Net income (loss) attributable to EchoStar				(205,591)			(205,591)
Balance at Jun. 30, 2024	271	8,326,880	(179,126)	11,425,016	58,910		19,631,951
Increase (Decrease) in Stockholders' Equity
Issuance of Class A common stock		2,515					2,515
Non-cash, stock-based compensation		8,605					8,605
Other comprehensive income (loss)			1,362		451		1,813
Other		(789)					(789)
Net income (loss) attributable to noncontrolling interests					(1,989)		(1,989)
Net income (loss) attributable to EchoStar				(141,812)			(141,812)
Balance at Sep. 30, 2024	$ 271	$ 8,337,211	$ (177,764)	$ 11,283,204	$ 57,372		$ 19,500,294

Supplemental Data - Statements of Cash Flows

9 Months Ended

Sep. 30, 2024

Supplemental Data - Statements of Cash Flows

Supplemental Data - Statements of Cash Flows

4.	Supplemental Data - Statements of Cash Flows

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


	For the Nine Months Ended
	September 30,
	2024		2023

	(In thousands)
Cash paid for interest (including capitalized interest)	$	895,504	$	951,727
Cash received for interest		43,089		125,866
Cash paid for income taxes, net of (refunds)		(17,679)		9,863
Capitalized interest (1)		793,532		1,005,260
Employee benefits paid in Class A common stock		—		20,101
Vendor financing		—		87,343
Accrued capital expenditures		114,413		231,150
Asset retirement obligation		14,010		65,580
Accrued upfront payment		—		100,000
Unsettled sales of marketable investment securities		—		119,068

(1)	See Note 2 for further information.

Segment Reporting

9 Months Ended

Sep. 30, 2024

Segment Reporting

Segment Reporting

11.Segment Reporting

Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker(s) of an enterprise. Operating income is the primary measure used by our chief operating decision maker to evaluate segment operating performance. We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services. See Note 1 for further information.

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

The total assets, revenue and operating income, and purchases of property and equipment, net of refunds, (including capitalized interest related to Regulatory authorizations) by segment were as follows:


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Assets:
Pay-TV (1)	$	53,387,378	$	49,437,958
Retail Wireless		600,618		777,957
5G Network Deployment (2)		47,749,117		46,793,378
Broadband and Satellite Services		3,884,061		5,811,553
Eliminations (2)		(48,073,797)		(45,711,952)
Total assets	$	57,547,377	$	57,108,894

(1)	The increase primarily resulted from the New DISH DBS Financing issuance of $2.5 billion. See Note 9 for further information.

(2)	The increase primarily resulted from intercompany advances for capital expenditures related to our 5G Network Deployment.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

	(In thousands)
Revenue:
Pay-TV	$	2,618,031	$	2,807,101	$	8,020,893	$	8,754,372
Retail Wireless		895,949		890,980		2,693,330		2,794,087
5G Network Deployment		43,227		29,916		108,245		67,902
Broadband and Satellite Services		386,709		413,073		1,163,306		1,305,779
Eliminations		(52,932)		(32,196)		(127,196)		(69,138)
Total revenue	$	3,890,984	$	4,108,874	$	11,858,578	$	12,853,002

Operating income (loss):
Pay-TV	$	588,501	$	589,465	$	1,926,361	$	1,985,490
Retail Wireless		(113,792)		(168,166)		(309,571)		(298,872)
5G Network Deployment		(600,270)		(463,105)		(1,749,961)		(1,198,667)
Broadband and Satellite Services		(36,116)		9,991		(110,256)		81,543
Eliminations		910		466		2,047		4,724
Total operating income (loss)	$	(160,767)	$	(31,349)	$	(241,380)	$	574,218

Purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)
Pay-TV	$	53,357	$	64,331	$	165,275	$	167,524
5G Network Deployment		396,596		852,169		1,506,237		2,907,102
Broadband and Satellite Services		44,913		79,164		172,083		172,251
Total purchases of property and equipment, net of refunds, (including capitalized interest related to regulatory authorizations)	$	494,866	$	995,664	$	1,843,595	$	3,246,877

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
Category:	2024		2023		2024		2023

	(In thousands)
Pay-TV subscriber and related revenue	$	2,602,176	$	2,776,950	$	7,961,736	$	8,592,126
Retail wireless services and related revenue		778,737		814,267		2,368,138		2,535,296
Broadband and satellite services and other revenue		294,703		356,299		914,350		1,099,049
Pay-TV equipment sales and other revenue		15,855		30,151		59,157		162,246
Retail wireless equipment sales and other revenue		117,212		76,713		325,192		258,791
5G network deployment equipment sales and other revenue (1)		43,227		29,916		108,245		67,902
Broadband equipment and other revenue		92,006		56,774		248,956		206,730
Eliminations (1)		(52,932)		(32,196)		(127,196)		(69,138)
Total	$	3,890,984	$	4,108,874	$	11,858,578	$	12,853,002

(1)	“5G network deployment equipment sales and other revenue” includes intercompany revenue.

- Definition

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

+ References

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+ Details

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

9 Months Ended

Sep. 30, 2024

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

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

5.	Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investments

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


	As of
	September 30,		December 31,
	2024		2023

	(In thousands)
Marketable investment securities:
Current marketable investment securities:
Strategic - available-for-sale	$	51	$	144
Strategic - trading/equity		51,605		176,205
Other		136		446,695
Total current marketable investment securities		51,792		623,044
Restricted marketable investment securities (1)		18,942		27,840
Total marketable investment securities		70,734		650,884

Restricted cash and cash equivalents (1) (2)		2,184,870		90,225

Other investments, net:
Equity method investments (3)		67,339		169,038
Cost method investments		109,509		106,134
Fair value method and other debt investments		39,291		39,198
Total other investments, net		216,139		314,370

Total marketable investment securities, restricted cash and cash equivalents, and other investments, net	$	2,471,743	$	1,055,479

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

(2)	Includes $2.047 billion in proceeds received from the New DBS Financing, as detailed and defined in Note 9.

(3)	The decrease primarily resulted from our Invidi Technologies Corporation and Broadband Connectivity Solutions (Restricted) Limited investments, discussed below.

Marketable Investment Securities

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

Current Marketable Investment Securities – Strategic

Our current strategic marketable investment securities portfolio includes and may include strategic and financial debt and/or equity investments in private and public companies that are highly speculative and have experienced and continue to experience volatility. As of September 30, 2024, this portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers. The fair value of certain of the debt and equity securities in this portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

Current Marketable Investment Securities – Other

Our current other marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days. Corporate securities consist of debt instruments issued by corporations with various maturities normally less than 18 months. U.S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies.

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of September 30, 2024 and December 31, 2023, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit, surety bonds and trusts.

Current restricted cash and cash equivalents. As of September 30, 2024, “Current restricted cash and cash equivalents” on our Condensed Consolidated Balance Sheets includes $2.047 billion in proceeds received from the New DBS Financing, as detailed and defined in Note 9, which is required to be used for the redemption, repayment or repurchase of the principal balance and remaining interest outstanding on our 5 7/8% Senior Notes due November 15, 2024.

Other Investments, net

We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investments, net” on our Condensed 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. During the three months ended June 30, 2024, Invidi impaired the goodwill on their financial statements and our portion of this impairment resulted in a $63 million loss in “Equity in earnings (losses) of affiliates” recorded in “Other, net” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the nine months ended September 30, 2024.

TerreStar Solutions, Inc. We own a 33% interest, on a fully diluted basis, in TerreStar Solutions, Inc. (“TSI”), an entity that provides wireless mobile communication coverage in Canada using a satellite user terminal. TSI’s wireless communications system is based on a satellite and ground-based technology, which provides communication services in hard-to-reach areas and provides a nationwide interoperable, survivable and critical communications infrastructure. TSI also holds and leases certain 2 GHz wireless spectrum licenses in Canada.

Deluxe/EchoStar LLC. We own 50% of Deluxe/EchoStar LLC (“Deluxe”), a joint venture that we entered into in 2010 to build an advanced digital cinema satellite distribution network targeting delivery to digitally equipped theaters in the U.S. and Canada.

Broadband Connectivity Solutions (Restricted) Limited. We own 20% of Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), a joint venture that we entered into in 2018 to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat’s Al Yah 2 and Al Yah 3 Ka-band satellites. As of September 30, 2024, BCS distributed a $20 million return of this investment to us.

We also hold investments that are not accounted for using the equity method of accounting, which are measured at fair value. Investments in equity securities without readily determinable fair values are accounted for at cost, less impairment and adjusted for observable price changes for identical or similar investments of the same issuer.

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
	September 30,2024								December 31, 2023
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

	(In thousands)
Cash equivalents (including restricted)	$	2,293,570	$	209,010	$	2,084,560	$	—	$	1,692,849	$	573,504	$	1,119,345	$	—

Debt securities (including restricted):
U.S. Treasury and agency securities	$	10,785	$	10,785	$	—	$	—	$	65,172	$	65,172	$	—	$	—
Commercial paper		—		—		—		—		290,398		—		290,398		—
Corporate securities		—		—		—		—		114,265		—		114,265		—
Other		187		—		136		51		4,844		—		4,700		144
Equity securities		59,762		51,605		8,157		—		176,205		166,481		9,724		—
Total	$	70,734	$	62,390	$	8,293	$	51	$	650,884	$	231,653	$	419,087	$	144

As of September 30, 2024, restricted and non-restricted marketable investment securities included debt securities of $11 million with contractual maturities within one year. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

Derivative Instruments

We had the option to purchase certain of T-Mobile’s 800 MHz spectrum licenses from T-Mobile at a fixed price pursuant to the License Purchase Agreement, as defined and detailed in our Annual Report on Form 10-K for the year ended December 31, 2023. This instrument met the definition of a derivative and was valued based upon, among other things, our estimate of the underlying asset price, the expected term, volatility, the risk free rate of return and the probability of us exercising the option. We did not exercise the option to purchase the 800 MHz spectrum licenses pursuant to the License Purchase Agreement, which expired on its own terms on April 1, 2024. As of December 31, 2023, the derivative’s fair value was zero on our Condensed Consolidated Balance Sheets. All changes in the derivative’s fair value were recorded in “Other, net” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See the table below.

We accounted for our option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the License Purchase Agreement as a Level 3 instrument within the fair value hierarchy.

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

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
Other, net:	2024		2023		2024		2023

	(In thousands)
Marketable and non-marketable investment securities - realized and unrealized gains (losses)	$	7,383	$	(10,723)	$	(41,929)	$	(14,300)
Derivative instruments - net realized and/or unrealized gains (losses)		—		(155,133)		—		(192,107)
Other investment securities - other-than-temporary impairments		—		—		—		(33,400)
Gains (losses) related to early redemption of debt		—		4,480		—		72,566
Foreign currency transaction gains (losses)		847		(2,032)		(2,482)		4,265
Equity in earnings (losses) of affiliates		(5,276)		(3,193)		(74,459)		(6,671)
Liberty Puerto Rico Asset Sale (Note 10)		50,418		—		50,418		—
Other		(1,265)		(2,346)		2,951		7
Total	$	52,107	$	(168,947)	$	(65,501)	$	(169,640)