[PART I — FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=DISCLOSURE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section outlines the nature of forward-looking statements and summarizes key risk factors that could cause actual results to differ - Forward-looking statements are based on current views and assumptions, but **actual performance, events, or results could differ materially** due to known and unknown risks[10](index=10&type=chunk) - Key risk categories include: **Competition and Economic Risks, Operational and Service Delivery Risks, Acquisition and Capital Structure Risks, Legal and Regulatory Risks, and Risks Related to the Merger with EchoStar**[11](index=11&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - The **COVID-19 pandemic** and its economic impact have adversely affected the business, and any worsening could have a material adverse effect[12](index=12&type=chunk) - The company faces **intense and increasing competition** from providers of video, broadband, and wireless services, potentially leading to increased subscriber acquisition/retention spending or higher churn[13](index=13&type=chunk) - **Significant debt outstanding** and the need for additional capital, which may not be available on favorable terms, pose risks to business investment and strategic transactions[17](index=17&type=chunk)[18](index=18&type=chunk) - The pending **merger with EchoStar** introduces business uncertainties and contractual restrictions, with no assurance of realizing anticipated benefits or within expected timeframes[21](index=21&type=chunk) [Item 1. Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, providing a snapshot of the company's financial position and performance [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) **Condensed Consolidated Balance Sheets** | Metric | Sep 30, 2023 (in thousands) | Dec 31, 2022 (in thousands) | |:---|:---|:---| | Total Assets | $53,744,674 | $52,606,562 | | Total Current Assets | $3,147,962 | $4,610,110 | | Cash and cash equivalents | $851,966 | $1,785,056 | | Marketable investment securities | $182,816 | $835,983 | | Property and equipment, net | $7,224,876 | $5,640,119 | | FCC authorizations | $37,817,941 | $36,933,073 | | Total Liabilities | $34,933,450 | $34,197,922 | | Total Current Liabilities | $5,789,263 | $6,024,248 | | Current portion of long-term debt and finance lease obligations | $1,065,447 | $1,547,190 | | Long-term debt and finance lease obligations, net of current portion | $20,178,564 | $19,801,948 | | Total Stockholders' Equity (Deficit) | $18,282,171 | $17,944,281 | - **Total assets increased by approximately $1.14 billion** from December 31, 2022, to September 30, 2023, primarily driven by an increase in Property and equipment, net, and FCC authorizations[23](index=23&type=chunk) - **Cash and cash equivalents significantly decreased by over $933 million**, and marketable investment securities decreased by over $653 million, indicating a reduction in liquid assets[23](index=23&type=chunk) - **Total liabilities increased by approximately $735 million**, with long-term debt and finance lease obligations (net of current portion) increasing by about $376 million[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) **Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)** | Metric (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Total Revenue | $3,704,516 | $4,095,451 | $11,573,075 | $12,636,034 | | Total Costs and Expenses | $3,746,322 | $3,668,422 | $11,085,124 | $10,965,710 | | Operating Income (Loss) | $(41,806) | $427,029 | $487,951 | $1,670,324 | | Total Other Income (Expense) | $(143,021) | $60,725 | $(57,198) | $121,050 | | Income (Loss) before income taxes | $(184,827) | $487,754 | $430,753 | $1,791,374 | | Net Income (Loss) attributable to DISH Network | $(139,185) | $412,230 | $283,843 | $1,367,713 | | Basic Net Income (Loss) per share | $(0.26) | $0.78 | $0.53 | $2.58 | | Diluted Net Income (Loss) per share | $(0.26) | $0.65 | $0.44 | $2.15 | - For the three months ended September 30, 2023, the company reported a **net loss of $139.185 million**, a significant decline from a net income of $412.230 million in the same period of 2022[25](index=25&type=chunk) - **Total revenue decreased by 9.5%** for the three months ended September 30, 2023, and by 8.4% for the nine months ended September 30, 2023, compared to the respective prior periods[25](index=25&type=chunk) - **Operating income shifted to a loss of $41.806 million** for the three months ended September 30, 2023, from an income of $427.029 million in the prior year, primarily due to increased costs and expenses[25](index=25&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) **Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)** | Metric (in thousands) | Balance, Dec 31, 2022 | Balance, Sep 30, 2023 | |:---|:---|:---| | Total DISH Network stockholders' equity (deficit) | $17,944,281 | $18,282,171 | | Accumulated earnings (deficit) | $13,088,850 | $13,372,693 | | Additional paid-in capital | $4,851,392 | $4,904,145 | - **Total stockholders' equity increased from $17.944 billion** at December 31, 2022, to $18.282 billion at September 30, 2023, primarily due to accumulated earnings and additional paid-in capital[31](index=31&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Condensed Consolidated Statements of Cash Flows** | Metric (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---| | Net cash flows from operating activities | $1,718,096 | $2,141,503 | | Net cash flows from investing activities | $(2,498,267) | $(6,929,986) | | Net cash flows from financing activities | $(131,725) | $(2,060,595) | | Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents | $(911,896) | $(6,849,078) | | Cash, cash equivalents, restricted cash and cash equivalents, end of period | $936,085 | $885,182 | - **Net cash flows from operating activities decreased by approximately $423 million** for the nine months ended September 30, 2023, compared to the same period in 2022[34](index=34&type=chunk) - **Net cash outflows from investing activities significantly decreased by approximately $4.43 billion**, primarily due to lower purchases of FCC authorizations in 2023[34](index=34&type=chunk) - **Net cash outflows from financing activities decreased by approximately $1.93 billion**, mainly due to proceeds from the issuance of senior notes in 2023[34](index=34&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Business Activities](index=14&type=section&id=1.%20Organization%20and%20Business%20Activities) DISH Network operates Pay-TV and Wireless segments, is transitioning to a 5G MNO model, and has a pending merger with EchoStar - DISH Network operates two primary business segments: **Pay-TV** (DISH® and SLING® brands) and **Wireless** (Boost Mobile®, Boost Infinite®, Gen Mobile® brands, and 5G Network Deployment)[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) **Pay-TV Subscribers (as of September 30, 2023):** | Category | Subscribers (millions) | |:---|:---| | Total Pay-TV | 8.840 | | DISH TV | 6.720 | | SLING TV | 2.120 | - The Wireless business is transitioning from a Mobile Virtual Network Operator (MVNO) model, relying on T-Mobile and AT&T, to a **Mobile Network Operator (MNO) model** with its own 5G Network[38](index=38&type=chunk) **Wireless Subscribers (as of September 30, 2023):** | Category | Subscribers (millions) | |:---|:---| | Total Wireless | 7.500 | - DISH has invested **over $30 billion in Wireless spectrum licenses** and committed to deploying a facilities-based 5G broadband network, achieving over 73% U.S. population coverage by June 2023[40](index=40&type=chunk)[42](index=42&type=chunk) - A merger agreement with EchoStar was amended on October 2, 2023, where **DISH Network will become a wholly-owned subsidiary of EchoStar**, with DISH stockholders receiving EchoStar common stock at an exchange ratio of 0.350877[48](index=48&type=chunk)[49](index=49&type=chunk) - The company experienced a **cyber-security incident in February 2023**, which affected internal servers but not customer databases; approximately $30 million in related expenses were incurred in Q1 2023[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [2. Summary of Significant Accounting Policies](index=19&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note details key accounting policies including consolidation, noncontrolling interests, interest capitalization, and fair value measurements - The company consolidates majority-owned subsidiaries, controlled entities, and **Variable Interest Entities (VIEs)** where it is the primary beneficiary[58](index=58&type=chunk) - **Redeemable noncontrolling interests**, such as Northstar Manager's and SNR Management's ownership in their respective entities, are recorded as temporary equity and increased by a fixed annual rate of return[59](index=59&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[66](index=66&type=chunk) - Subsequent to September 30, 2023, DISH completed the **purchase of Northstar Manager's ownership interests for approximately $109 million**, eliminating the related redeemable noncontrolling interest[60](index=60&type=chunk)[67](index=67&type=chunk) - Interest associated with the acquisition or construction of certain assets, including **Wireless spectrum licenses and 5G Network Deployment, is capitalized**[70](index=70&type=chunk)[71](index=71&type=chunk) - Assets for incremental costs of obtaining subscriber contracts are capitalized and amortized over the estimated subscriber life, totaling **$330 million net of amortization** as of September 30, 2023[76](index=76&type=chunk) [3. Basic and Diluted Net Income (Loss) Per Share](index=26&type=section&id=3.%20Basic%20and%20Diluted%20Net%20Income%20(Loss)%20Per%20Share) This note provides the calculation of basic and diluted EPS, detailing weighted-average shares and the impact of potential dilution **Earnings Per Share (EPS) - Class A and B Common Stock:** | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Basic Net Income (Loss) per share | $(0.26) | $0.78 | $0.53 | $2.58 | | Diluted Net Income (Loss) per share | $(0.26) | $0.65 | $0.44 | $2.15 | **Weighted-Average Common Shares Outstanding (in thousands):** | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Basic | 534,034 | 530,436 | 532,788 | 529,870 | | Diluted | 534,034 | 637,455 | 639,931 | 637,295 | - For the three months ended September 30, 2023, the dilutive impact of **107 million weighted-average shares of Class A common stock was excluded** due to the net loss, making the effect anti-dilutive[83](index=83&type=chunk) - In connection with the EchoStar merger, the terms of **Convertible Notes, convertible note hedge, and warrant transactions will be amended** to reflect conversion into EchoStar Class A Common Stock[81](index=81&type=chunk) [4. Supplemental Data - Statements of Cash Flows](index=27&type=section&id=4.%20Supplemental%20Data%20-%20Statements%20of%20Cash%20Flows) This note provides supplemental cash flow and non-cash data, including cash paid for interest and capitalized interest **Supplemental Cash Flow Data (in thousands):** | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---| | Cash paid for interest (including capitalized interest) | $851,275 | $798,773 | | Cash paid for income taxes | $22,440 | $49,746 | | Capitalized interest | $969,736 | $773,689 | | Accrued wireless equipment purchases | $281,444 | $537,977 | | Accrued Upfront Payment | $100,000 | — | - **Capitalized interest significantly increased by $196 million** for the nine months ended September 30, 2023, compared to the same period in 2022[88](index=88&type=chunk) - A **$100 million Upfront Payment was accrued** as of September 30, 2023, related to the extension of the T-Mobile 800 MHz spectrum license purchase option[88](index=88&type=chunk)[89](index=89&type=chunk) [5. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities](index=28&type=section&id=5.%20Marketable%20Investment%20Securities%2C%20Restricted%20Cash%20and%20Cash%20Equivalents%2C%20and%20Other%20Investment%20Securities) This note details the composition of investment securities and highlights the derivative instrument for T-Mobile's 800 MHz spectrum **Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (in thousands):** | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Total current marketable investment securities | $182,816 | $835,983 | | Restricted marketable investment securities | $23,232 | $41,689 | | Restricted cash and cash equivalents | $84,119 | $62,925 | | Other investment securities | $180,333 | $168,200 | | Total | $470,500 | $1,108,797 | - The total value of marketable investment securities, restricted cash, and other investment securities **decreased by approximately $638 million** from December 31, 2022, to September 30, 2023[90](index=90&type=chunk) - The company holds a derivative instrument, an **option to purchase T-Mobile's 800 MHz spectrum licenses, valued at $1.501 billion** as of September 30, 2023 (down from $1.693 billion at Dec 31, 2022)[103](index=103&type=chunk) - The deadline to purchase the 800 MHz spectrum licenses was **extended to April 1, 2024**, with an upfront payment of $100 million to T-Mobile, which is fully creditable against the purchase price[107](index=107&type=chunk)[109](index=109&type=chunk) **Other, net (Income/Expense) (in thousands):** | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Derivative instruments - net realized and/or unrealized gains (losses) | $(155,133) | $34,000 | $(192,107) | $92,000 | | Gains (losses) related to early redemption of debt | $4,480 | — | $72,566 | $(1,149) | - A significant decrease in the fair value of the T-Mobile 800 MHz spectrum option contributed to a **$155.133 million loss in 'Other, net'** for the three months ended September 30, 2023[112](index=112&type=chunk) [6. Inventory](index=34&type=section&id=6.%20Inventory) This note provides a breakdown of inventory, which increased due to a distribution agreement for Boost Infinite wireless devices **Inventory (in thousands):** | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Finished goods | $484,270 | $447,322 | | Work-in-process and service repairs | $34,060 | $19,351 | | Consignment | $54,261 | $14,792 | | Raw materials | — | $20,908 | | Total inventory | $572,591 | $502,373 | - **Total inventory increased by approximately $70.2 million** from December 31, 2022, to September 30, 2023[113](index=113&type=chunk) - The increase in **consignment inventory** is primarily due to a distribution agreement related to Boost Infinite wireless devices[113](index=113&type=chunk) [7. Property and Equipment and Intangible Assets](index=35&type=section&id=7.%20Property%20and%20Equipment%20and%20Intangible%20Assets) This note details property and equipment, depreciation expenses, and the company's satellite fleet, including a new satellite under construction **Property and Equipment, Net (in thousands):** | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Total property and equipment | $12,343,715 | $10,290,544 | | Accumulated depreciation | $(5,118,839) | $(4,650,425) | | Property and equipment, net | $7,224,876 | $5,640,119 | - **Property and equipment, net, increased by approximately $1.58 billion** from December 31, 2022, to September 30, 2023, primarily driven by a significant increase in 5G Network Deployment equipment[114](index=114&type=chunk) **Depreciation and Amortization Expense (in thousands):** | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | 5G Network Deployment equipment | $94,204 | $6,665 | $231,085 | $14,989 | | Total depreciation and amortization | $294,797 | $174,736 | $806,504 | $519,300 | - **Depreciation and amortization expense for 5G Network Deployment equipment saw a substantial increase**, reflecting assets being placed into service[115](index=115&type=chunk) - DISH Network currently utilizes **nine geostationary satellites** for Pay-TV services, seven owned and two leased; a new DBS satellite, EchoStar XXV, is under construction and expected to launch in 2026[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [8. Leases](index=36&type=section&id=8.%20Leases) This note outlines operating and finance leases, highlighting an increase in operating lease costs due to communication tower leases **Total Lease Costs (in thousands):** | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Operating lease cost | $130,288 | $91,447 | $364,622 | $229,359 | | Total lease costs | $149,811 | $104,702 | $437,149 | $270,652 | - **Operating lease costs increased significantly**, primarily due to communication tower leases[121](index=121&type=chunk) **Supplemental Balance Sheet Information Related to Leases (in thousands):** | Category | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Operating lease assets | $3,052,636 | $2,687,522 | | Operating lease liabilities | $3,096,308 | $2,687,883 | | Weighted Average Remaining Lease Term (Operating leases) | 11.1 years | 11.8 years | | Weighted Average Discount Rate (Operating leases) | 8.2% | 7.3% | - **Operating lease assets and liabilities increased**, reflecting ongoing lease commitments[122](index=122&type=chunk) [9. Long-Term Debt and Finance Lease Obligations](index=39&type=section&id=9.%20Long-Term%20Debt%20and%20Finance%20Lease%20Obligations) This note details long-term debt, highlighting future capital requirements for 5G deployment and upcoming debt maturities **Long-Term Debt and Finance Lease Obligations (in thousands):** | Debt Instrument | Sep 30, 2023 (Carrying Amount) | Dec 31, 2022 (Carrying Amount) | |:---|:---|:--- | | 2 3/8% Convertible Notes due 2024 | $951,168 | $1,000,000 | | 5 7/8% Senior Notes due 2024 | $1,989,139 | $2,000,000 | | 0% Convertible Notes due 2025 | $1,957,197 | $2,000,000 | | 3 3/8% Convertible Notes due 2026 | $2,908,801 | $3,000,000 | | 11 3/4% Senior Secured Notes due 2027 | $3,500,000 | $2,000,000 | | Total long-term debt and finance lease obligations (including current portion) | $21,244,011 | $21,349,138 | - The company **repurchased portions of its Convertible Notes and Senior Notes** during the nine months ended September 30, 2023[124](index=124&type=chunk) - An **additional $1.5 billion aggregate principal amount of 11 3/4% Senior Secured Notes due 2027** was issued on January 26, 2023[124](index=124&type=chunk) - DISH Network expects **significant expenditures for its 5G Network Deployment** in 2023 and 2024 and does not currently have sufficient cash or projected cash flows to fully fund its 2024 debt maturities[125](index=125&type=chunk) - The company plans to **raise additional capital**, complete the EchoStar merger, pursue strategic transactions, and/or implement cost reduction initiatives to address capital needs[126](index=126&type=chunk) - The **Intercompany Loan from DISH DBS to DISH Network, totaling $7.382 billion** as of September 30, 2023, is secured by wireless spectrum licenses and used to finance spectrum purchases and 5G Network Deployment[144](index=144&type=chunk) [10. Commitments and Contingencies](index=46&type=section&id=10.%20Commitments%20and%20Contingencies) This note details significant commitments, including 5G deployment costs, and provides a comprehensive overview of ongoing legal proceedings **Other Long-Term Obligations (in thousands) as of Sep 30, 2023:** | Year | Amount | |:---|:---| | 2023 (remaining three months) | $1,485,859 | | 2024 | $2,668,442 | | 2025 | $2,096,744 | | 2026 | $1,840,438 | | 2027 | $1,087,858 | | Thereafter | $4,955,117 | | Total | $14,134,458 | - Expected capital expenditures for **5G Network Deployment are approximately $10 billion**, with $1.858 billion included in other long-term obligations[148](index=148&type=chunk) - The option to purchase **T-Mobile's 800 MHz spectrum licenses was extended to April 1, 2024**, with a $100 million upfront payment, resolving prior disputes[150](index=150&type=chunk)[152](index=152&type=chunk) **Wireless Spectrum Licenses (Carrying Amount in thousands) as of Sep 30, 2023:** | License Type | Carrying Amount | |:---|:---| | Owned Licenses (Subtotal) | $19,699,971 | | Noncontrolling Investments (Northstar, SNR) | $9,890,389 | | Capitalized Interest | $8,227,581 | | Total | $37,817,941 | - DISH Network has met its **70% U.S. population coverage requirement for 5G broadband service** by June 2023, extending final build-out deadlines for certain licenses to June 14, 2025[160](index=160&type=chunk)[161](index=161&type=chunk) - The FCC confirmed DISH met two of three nationwide 5G commitments, with the remaining **35 Mbps download speed commitment** to be confirmed by drive test within six months from September 29, 2023[160](index=160&type=chunk) - Northstar Wireless and SNR Wireless AWS-3 licenses are subject to **accelerated build-out deadlines (October 2025)** due to not meeting interim requirements[179](index=179&type=chunk) - DISH Network is involved in **numerous legal proceedings**, including patent infringement lawsuits, a data breach class action, a 401(k) litigation, and a qui tam complaint seeking $10 billion related to AWS-3 bidding credits[208](index=208&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk)[218](index=218&type=chunk)[223](index=223&type=chunk)[225](index=225&type=chunk)[227](index=227&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk)[242](index=242&type=chunk)[244](index=244&type=chunk)[250](index=250&type=chunk)[252](index=252&type=chunk)[262](index=262&type=chunk)[267](index=267&type=chunk) - Management believes the outcomes of these legal proceedings are **unlikely to materially affect financial condition**, though they could be material to operating results for any particular period[207](index=207&type=chunk)[270](index=270&type=chunk) [11. Segment Reporting](index=82&type=section&id=11.%20Segment%20Reporting) This note provides disaggregated financial information for the Pay-TV and Wireless business segments **Total Assets by Segment (in thousands):** | Segment | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Pay-TV | $48,722,185 | $46,295,495 | | Wireless | $49,142,869 | $46,261,004 | | Eliminations | $(44,120,380) | $(39,949,937) | | Total assets | $53,744,674 | $52,606,562 | **Revenue by Segment (in thousands):** | Segment | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Pay-TV | $2,807,101 | $3,078,418 | $8,754,372 | $9,399,244 | | Wireless | $900,302 | $1,018,132 | $2,824,550 | $3,241,590 | | Total revenue | $3,704,516 | $4,095,451 | $11,573,075 | $12,636,034 | **Operating Income (Loss) by Segment (in thousands):** | Segment | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Pay-TV | $589,465 | $647,654 | $1,985,490 | $2,185,171 | | Wireless | $(631,271) | $(220,625) | $(1,497,539) | $(514,847) | | Total operating income (loss) | $(41,806) | $427,029 | $487,951 | $1,670,324 | - The **Wireless segment experienced a significant increase in operating loss** for both the three and nine months ended September 30, 2023, compared to the prior year[274](index=274&type=chunk) - All service revenue and substantially all long-lived assets are derived from or reside in the **United States**[274](index=274&type=chunk) [12. Contract Balances](index=85&type=section&id=12.%20Contract%20Balances) This note provides information on contract balances, including the allowance for credit losses and contract liabilities **Allowance for Credit Losses (in thousands):** | Metric | Balance at Beginning of Period | Provision for Expected Credit Losses | Write-offs Charged Against Allowance | Balance at End of Period | |:---|:---|:---|:---|:---| | Nine months ended Sep 30, 2023 | $44,431 | $54,655 | $(47,380) | $51,706 | **Contract Liabilities (in thousands):** | Metric | Sep 30, 2023 | Dec 31, 2022 | |:---|:---|:---| | Contract liabilities | $617,244 | $698,602 | - **Contract liabilities decreased by approximately $81.3 million** from December 31, 2022, to September 30, 2023[278](index=278&type=chunk) - The company applies a practical expedient and does not disclose the value of remaining performance obligations for contracts less than one year, which constitute a **substantial majority of its revenue**[279](index=279&type=chunk) [13. Related Party Transactions](index=86&type=section&id=13.%20Related%20Party%20Transactions) This note details transactions with related parties, primarily EchoStar and NagraStar, which are influenced by common ownership - DISH Network and EchoStar operate as separate public companies but share **common beneficial ownership and management** by Charles W. Ergen[280](index=280&type=chunk) **Related Party Transactions with EchoStar (in thousands):** | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Equipment sales and other revenue (from EchoStar) | $3 | $1 | $6 | $4 | | Cost of services (to EchoStar) | $2 | $3 | $6 | $9 | | Cost of sales – equipment and other (to EchoStar) | $1 | $1 | $4 | $4 | | Selling, general and administrative expenses (to EchoStar) | $3 | $3 | $9 | $10 | - DISH Network **leases real estate to and from EchoStar**, provides collocation and antenna space, and TT&C services to EchoStar[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk)[301](index=301&type=chunk) - The companies have **tax sharing agreements and patent cross-license agreements** governing their respective rights and obligations[305](index=305&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk) **Transactions with NagraStar (in thousands):** | Category | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Purchases from NagraStar | $8,972 | $10,285 | $28,012 | $32,713 | | Amounts payable to NagraStar (as of period end) | $7,235 | $7,422 | N/A | N/A | | Commitments to NagraStar (as of period end) | $2,504 | $3,272 | N/A | N/A | [14. Subsequent Events](index=96&type=section&id=14.%20Subsequent%20Events) This note discloses the subsequent sale of certain wireless assets in Puerto Rico and the US Virgin Islands to Liberty Latin America - On November 5, 2023, DISH Network agreed to **sell certain wireless assets in Puerto Rico and the US Virgin Islands to Liberty Latin America for $256 million**, payable over three years[318](index=318&type=chunk) - The transaction also includes a right for DISH to receive **preferential international roaming rates** and credits within Liberty's footprint[319](index=319&type=chunk) - The financial closing is **subject to regulatory approvals from the FCC and DOJ** and can be terminated if not completed within twelve months (with a potential three-month extension)[318](index=318&type=chunk)[319](index=319&type=chunk) [Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=97&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on financial performance, detailing results across Pay-TV and Wireless segments and future outlook [Overview](index=97&type=section&id=Overview) DISH Network's strategy focuses on providing value in Pay-TV, expanding its Retail Wireless base, and commercializing its 5G Network - DISH Network's business segments are **Pay-TV** (DISH® and SLING® brands) and **Wireless** (Retail Wireless and 5G Network Deployment)[322](index=322&type=chunk) - The Pay-TV strategy is to be the **best provider of video services** through technology, customer service, and value, targeting both traditional and OTT streaming markets[323](index=323&type=chunk) - The Retail Wireless strategy aims to **profitably grow its subscriber base** by offering competitive prepaid and postpaid services, transitioning from an MVNO to an MNO model[324](index=324&type=chunk)[325](index=325&type=chunk) - The 5G Network Deployment strategy focuses on commercializing Wireless spectrum licenses through the nation's first cloud-native, O-RAN based 5G network, having achieved **over 73% U.S. population coverage** by June 2023[326](index=326&type=chunk)[327](index=327&type=chunk) - The company entered into an **Amended and Restated Agreement and Plan of Merger with EchoStar** on October 2, 2023, where DISH Network will merge into EchoStar[329](index=329&type=chunk) - A **cyber-security incident in February 2023** affected internal systems but not customer databases, incurring approximately $30 million in remediation costs during Q1 2023[334](index=334&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk) [EXPLANATION OF KEY METRICS AND OTHER ITEMS](index=102&type=section&id=EXPLANATION%20OF%20KEY%20METRICS%20AND%20OTHER%20ITEMS) This section defines key financial and operational metrics used to analyze the company's performance, including non-GAAP measures - Key revenue categories include **'Service revenue'** (Pay-TV and Wireless subscriber revenue) and **'Equipment sales and other revenue'** (wireless devices, non-subsidized Pay-TV equipment sales, intellectual property licensing)[339](index=339&type=chunk) - Key expense categories include **'Cost of services'** (Pay-TV programming, Wireless service costs), **'Cost of sales - equipment and other'** (wireless devices, network operations), and **'Selling, general and administrative expenses'** (sales, advertising, commissions, employee costs, installation)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk) - Non-GAAP measures like **EBITDA** (Net income (loss) attributable to DISH Network plus interest, taxes, depreciation, and amortization) and **OIBDA** (Operating income (loss) plus depreciation and amortization) are used to assess operating efficiency and financial performance[346](index=346&type=chunk)[347](index=347&type=chunk) - Subscriber metrics include **DISH TV subscribers, SLING TV subscribers, Pay-TV ARPU, DISH TV churn rate, Wireless subscribers, Wireless ARPU, and Wireless churn rate**[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) - **Free cash flow** is defined as 'Net cash flows from operating activities' less 'Purchases of property and equipment' and 'Capitalized interest related to FCC authorizations'[359](index=359&type=chunk) [RESULTS OF OPERATIONS – Segments](index=107&type=section&id=RESULTS%20OF%20OPERATIONS%20%E2%80%93%20Segments) This section analyzes consolidated and segment-level financial performance, detailing revenue, operating income, and key operational metrics [Business Segments](index=107&type=section&id=Business%20Segments) Consolidated revenue and operating income declined, driven primarily by increased operating losses in the Wireless segment **Consolidated Revenue (in thousands):** | Period | 2023 | 2022 | Variance Amount | Variance % | |:---|:---|:---|:---|:---| | Three Months Ended Sep 30 | $3,704,516 | $4,095,451 | $(390,935) | (9.5)% | | Nine Months Ended Sep 30 | $11,573,075 | $12,636,034 | $(1,062,959) | (8.4)% | **Consolidated Operating Income (Loss) (in thousands):** | Period | 2023 | 2022 | Variance Amount | Variance % | |:---|:---|:---|:---|:---| | Three Months Ended Sep 30 | $(41,806) | $427,029 | $(468,835) | * | | Nine Months Ended Sep 30 | $487,951 | $1,670,324 | $(1,182,373) | (70.8)% | - The shift to an operating loss for the three months ended September 30, 2023, and the significant decrease in operating income for the nine months, were primarily due to **increased operating losses in the Wireless segment**[362](index=362&type=chunk)[366](index=366&type=chunk) [Pay-TV Segment](index=109&type=section&id=Pay-TV%20Segment) The Pay-TV segment experienced a decline in subscribers and revenue due to intense competition and changing consumer behavior **Pay-TV Subscribers (in millions):** | Metric | Sep 30, 2023 | Sep 30, 2022 | Change | |:---|:---|:---|:---| | Total Pay-TV subscribers | 8.840 | 10.018 | (1.178) | | DISH TV subscribers | 6.720 | 7.607 | (0.887) | | SLING TV subscribers | 2.120 | 2.411 | (0.291) | - **Net Pay-TV subscriber losses increased** for the nine months ended September 30, 2023, with both DISH TV and SLING TV experiencing higher net losses[405](index=405&type=chunk)[406](index=406&type=chunk) - **Gross new DISH TV subscriber activations decreased by 22.7%** for the nine months ended September 30, 2023, due to lack of demand, shifting consumer behavior, and increased competitive pressures[407](index=407&type=chunk) **Pay-TV ARPU:** | Period | 2023 | 2022 | Change | Change % | |:---|:---|:---|:---|:---| | Three Months Ended Sep 30 | $105.25 | $102.07 | $3.18 | 3.1% | | Nine Months Ended Sep 30 | $103.98 | $100.91 | $3.07 | 3.0% | - **Pay-TV ARPU increased** due to programming price increases for both DISH TV and SLING TV[393](index=393&type=chunk)[412](index=412&type=chunk) **DISH TV Churn Rate:** | Period | 2023 | 2022 | Change | Change % | |:---|:---|:---|:---|:---| | Three Months Ended Sep 30 | 1.58% | 1.53% | 0.05% | 3.3% | | Nine Months Ended Sep 30 | 1.69% | 1.55% | 0.14% | 9.0% | - **DISH TV churn rate increased**, adversely impacted by external factors like cord cutting, competitive pressures, and briefly by the cyber-security incident in Q1 2023[389](index=389&type=chunk)[408](index=408&type=chunk) **DISH TV SAC:** | Period | 2023 | 2022 | Change | Change % | |:---|:---|:---|:---|:---| | Three Months Ended Sep 30 | $1,065 | $1,029 | $36 | 3.5% | | Nine Months Ended Sep 30 | $1,095 | $1,033 | $62 | 6.0% | - **DISH TV SAC increased** due to higher installation costs, increased labor costs, and a lower percentage of remanufactured receivers[398](index=398&type=chunk)[416](index=416&type=chunk) - Equipment sales and other revenue for the nine months ended September 30, 2023, increased by $50 million, primarily due to a **non-recurring $75 million license agreement with Peloton** for Adaptive Bitrate Streaming patents[411](index=411&type=chunk) [Wireless Segment](index=120&type=section&id=Wireless%20Segment) The Wireless segment incurred significant operating losses due to 5G network build-out costs and a decline in Retail Wireless subscribers **Wireless Segment Operating Income (Loss) (in thousands):** | Period | 2023 | 2022 | Variance Amount | |:---|:---|:---|:---| | Three Months Ended Sep 30 | $(631,271) | $(220,625) | $(410,646) | | Nine Months Ended Sep 30 | $(1,497,539) | $(514,847) | $(982,692) | - Total purchases of property and equipment (excluding capitalized interest) for the Wireless segment increased to **$2.159 billion** for the nine months ended September 30, 2023, primarily for 5G Network Deployment[419](index=419&type=chunk) **Retail Wireless Subscribers (in millions):** | Metric | Sep 30, 2023 | Sep 30, 2022 | Change | |:---|:---|:---|:---| | Wireless subscribers, as of period end | 7.500 | 8.007 | (0.507) | | Wireless subscriber additions (losses), net | (0.494) | (0.552) | 0.058 | | Wireless ARPU | $36.19 | $37.75 | $(1.56) | | Wireless churn rate | 4.33% | 4.44% | (0.11)% | - Retail Wireless experienced a **net loss of 494,000 subscribers** for the nine months ended September 30, 2023, and a decrease in ARPU due to a shift to lower-priced service plans[453](index=453&type=chunk)[457](index=457&type=chunk) - **Wireless churn rate improved slightly**, positively impacted by an emphasis on acquiring higher quality subscribers, but negatively impacted by the migration off T-Mobile's TSA[455](index=455&type=chunk) - Cost of services in Retail Wireless decreased for the nine months ended September 30, 2023, primarily due to a **lower average subscriber base**, partially offset by higher monthly dealer incentive costs[459](index=459&type=chunk) - **5G Network Deployment operating loss significantly increased to $(1.198) billion** for the nine months ended September 30, 2023, driven by higher lease expenses, transport, cloud services, and increased depreciation[468](index=468&type=chunk)[469](index=469&type=chunk)[471](index=471&type=chunk) [OTHER CONSOLIDATED RESULTS](index=132&type=section&id=OTHER%20CONSOLIDATED%20RESULTS) This section summarizes other consolidated results, highlighting increased interest income and a significant expense from derivative fair value changes **Other Consolidated Results (in thousands):** | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Interest income | $18,649 | $7,632 | $90,907 | $21,853 | | Interest expense, net of amounts capitalized | $(10,173) | $(4,848) | $(27,379) | $(15,067) | | Other, net | $(151,497) | $57,941 | $(120,726) | $114,264 | | Income tax (provision) benefit, net | $67,988 | $(58,169) | $(81,930) | $(372,936) | | Net income (loss) attributable to DISH Network | $(139,185) | $412,230 | $283,843 | $1,367,713 | - **Interest income significantly increased** for both periods due to higher returns on cash and marketable investment securities[475](index=475&type=chunk)[480](index=480&type=chunk) - **'Other, net' shifted from income to a substantial expense**, primarily driven by a $155 million decrease in the fair value of the T-Mobile 800 MHz spectrum option for the three months ended September 30, 2023[476](index=476&type=chunk)[481](index=481&type=chunk) - The **income tax provision decreased** for the nine months ended September 30, 2023, primarily due to a decrease in income before income taxes and a lower effective tax rate[482](index=482&type=chunk) [Non-GAAP Performance Measures and Reconciliation](index=134&type=section&id=Non-GAAP%20Performance%20Measures%20and%20Reconciliation) This section provides reconciliations of non-GAAP measures, Consolidated EBITDA and Segment OIBDA, to their comparable GAAP measures **Consolidated EBITDA (in thousands):** | Period | 2023 | 2022 | |:---|:---|:---| | Three Months Ended Sep 30 | $79,148 | $642,351 | | Nine Months Ended Sep 30 | $1,108,749 | $2,253,163 | - **Consolidated EBITDA significantly decreased** for both the three and nine months ended September 30, 2023, primarily due to changes in operating revenues and expenses[485](index=485&type=chunk) **Segment OIBDA (in thousands):** | Segment | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | |:---|:---|:---|:---|:---| | Pay-TV | $675,565 | $753,602 | $2,271,638 | $2,513,244 | | Wireless | $(105,617) | $35,372 | $(130,275) | $168,541 | | 5G Network Deployment | $(299,146) | $(181,345) | $(813,597) | $(478,355) | - **Wireless segment OIBDA shifted to a loss** for the three months ended September 30, 2023, and saw a significant increase in loss for the nine-month period, driven by the 5G Network Deployment business unit[487](index=487&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=135&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses liquidity, highlighting a decrease in cash, negative free cash flow, and the strategy to fund future capital needs **Cash, Cash Equivalents and Current Marketable Investment Securities (in thousands):** | Metric | Sep 30, 2023 | Dec 31, 2022 | Change | |:---|:---|:---|:---| | Total | $1,035,000 | $2,621,000 | $(1,586,000) | - **Cash, cash equivalents, and current marketable investment securities decreased by $1.586 billion**, primarily due to capital expenditures for 5G Network Deployment, debt repurchases, and redemptions[488](index=488&type=chunk) **Net Cash Flows (in thousands) for Nine Months Ended Sep 30, 2023:** | Activity | Amount | |:---|:---| | Operating Activities | $1,718,096 | | Investing Activities | $(2,498,267) | | Financing Activities | $(131,725) | **Free Cash Flow (in thousands):** | Period | 2023 | 2022 | |:---|:---|:---| | Nine Months Ended Sep 30 | $(1,356,530) | $(445,932) | - The company experienced **negative free cash flow of $(1.356) billion** for the nine months ended September 30, 2023, a significant increase in outflow compared to the prior year, and expects this trend to continue[496](index=496&type=chunk)[499](index=499&type=chunk) - DISH Network **does not currently have sufficient cash** or projected cash flows to fully fund its 2024 debt maturities and plans to raise additional capital, complete the EchoStar merger, or implement cost reduction initiatives[513](index=513&type=chunk)[517](index=517&type=chunk) - The company is subject to **restrictive covenants on its long-term debt**, which could trigger immediate repayment if not complied with[507](index=507&type=chunk) [PART II — OTHER INFORMATION](index=145&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=145&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 of the financial statements for detailed information regarding the company's legal proceedings - For information regarding legal proceedings, refer to **Note 10 'Commitments and Contingencies – Litigation'** in the Notes to Condensed Consolidated Financial Statements[523](index=523&type=chunk) [Item 1A. Risk Factors](index=145&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing on cyber-attacks, potential impacts from government spending changes, and EchoStar merger risks - The company remains **vulnerable to cyber-attacks** and other malicious activities, which could disrupt business, lead to financial losses, and damage reputation, despite protective measures[525](index=525&type=chunk)[527](index=527&type=chunk)[528](index=528&type=chunk)[529](index=529&type=chunk)[530](index=530&type=chunk)[532](index=532&type=chunk) - Changes in U.S. government spending, such as discontinuation of the **Affordable Connectivity Program (ACP)**, could negatively impact Wireless subscriber activations, churn rate, and reimbursements[533](index=533&type=chunk)[534](index=534&type=chunk)[535](index=535&type=chunk) - Risks related to the **EchoStar merger** include business uncertainties, contractual restrictions, significant nonrecurring expenses, potential difficulties in integration, and the possibility that anticipated benefits may not be realized[536](index=536&type=chunk)[538](index=538&type=chunk)[559](index=559&type=chunk)[560](index=560&type=chunk)[561](index=561&type=chunk) - The merger is **subject to regulatory approvals**, and failure to complete it could adversely affect market prices, businesses, and financial conditions of both companies[547](index=547&type=chunk)[548](index=548&type=chunk)[549](index=549&type=chunk) - Following the merger, EchoStar will have **substantially higher leverage**, and the combined company will continue to be controlled by one principal stockholder, Charles W. Ergen[550](index=550&type=chunk)[552](index=552&type=chunk)[558](index=558&type=chunk)[565](index=565&type=chunk)[566](index=566&type=chunk)[567](index=567&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=157&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no stock repurchases during the quarter and notes the Board's authorization for future repurchases **Issuer Purchases of Equity Securities (July 1, 2023 - September 30, 2023):** | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (1) | |:---|:---|:---|:---|:---| | July 1, 2023 - July 31, 2023 | — | $— | — | $1,000,000 | | August 1, 2023 - August 31, 2023 | — | $— | — | $1,000,000 | | September 1, 2023 - September 30, 2023 | — | $— | — | $1,000,000 | | Total | — | $— | — | $1,000,000 | - **No Class A common stock was repurchased** during the three months ended September 30, 2023[569](index=569&type=chunk) - On October 20, 2023, the Board of Directors authorized stock repurchases of **up to $1.0 billion of Class A common stock** through December 31, 2024[569](index=569&type=chunk) [Item 3. Defaults Upon Senior Securities](index=145&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[8](index=8&type=chunk) [Item 4. Mine Safety Disclosures](index=145&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there were no mine safety disclosures during the reporting period - No mine safety disclosures were reported[8](index=8&type=chunk) [Item 5. Other Information](index=159&type=section&id=Item%205.%20Other%20Information) This section confirms no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement - No **Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** were adopted, modified, or terminated by directors or Section 16 officers during the quarter ended September 30, 2023[570](index=570&type=chunk) [Item 6. Exhibits](index=159&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including merger agreements and officer certifications - Key exhibits include the **Amended and Restated Agreement and Plan of Merger** (October 2, 2023) and the Amended and Restated Support Agreement (October 2, 2023), both incorporated by reference from a Form 8-K filing[572](index=572&type=chunk) - The report also includes **Section 302 and 906 Certifications** from the Chief Executive Officer and Chief Financial Officer, and financial statements in iXBRL format[572](index=572&type=chunk) [SIGNATURES](index=160&type=section&id=SIGNATURES) This section contains the signatures of authorized officers certifying the report's submission - The report is signed by **W. Erik Carlson (President and CEO), Paul W. Orban (EVP and CFO), and James S. Allen (SVP and Chief Accounting Officer)** on November 6, 2023[575](index=575&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number: 001-39144 DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-0336997 (St ...

DISH Network Corporation (NASDAQ:DISH) Q1 2023 Earnings Conference Call May 8, 2023 12:00 PM ET Company Participants Tim Messner - EVP & General Counsel Erik Carlson - CEO Charles Ergen - Chairman Paul Orban - CFO Dave Mayo - EVP, Network Development John Swieringa - President & Chief Operating Officer, DISH Wireless Conference Call Participants David Barden - Bank of America Securities Ric Prentiss - Raymond James Michael Rollins - Citi Walter Piecyk - LightShed Doug Mitchelson - Credit Suisse Jonathan Cha ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-0336997 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9601 South Meridian Boulevard ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO S ...

DISH Network Corporation (NASDAQ:DISH) Q4 2022 Earnings Conference Call February 23, 2023 12:00 PM ET Company Participants Tim Messner - Executive Vice President & General Counsel Erik Carlson - Chief Executive Officer Charlie Ergen - Chairman Paul Orban - Chief Financial Officer John Swieringa - President and Chief Operating Officer, DISH Wireless Dave Mayo - Executive Vice President, Network Development Conference Call Participants Ric Prentiss - Raymond James Phil Cusick - JPMorgan Doug Mitchelson - Cre ...

Subscriber Base - As of December 31, 2022, DISH Network had 9.750 million Pay-TV subscribers, including 7.416 million DISH TV subscribers and 2.334 million SLING TV subscribers[30] - The Wireless segment had 7.983 million subscribers as of December 31, 2022[32] Wireless Spectrum and 5G Network - DISH Network has invested over $30 billion in Wireless spectrum licenses, excluding $7 billion of capitalized interest[33] - The company plans to commercialize its Wireless spectrum licenses through the completion of a cloud-native, Open Radio Access Network (O-RAN) based 5G network[33] - The company aims to provide 5G broadband service to 20% of the U.S. population by June 2022 and 70% by June 2023, with a current focus on reaching at least 70% coverage with a minimum of 15,000 5G sites[63] - As of December 31, 2022, DISH Network had started construction on over 15,000 5G sites, which could potentially cover over 60% of the U.S. population[63] - Construction is ongoing at a rate of approximately 1,000 5G sites per month[63] - The company may need to make significant additional investments or form partnerships to complete its 5G Network Deployment and comply with regulatory requirements[64] - The company has committed to pay AT&T at least $5 billion over the ten-year term of the NSA for wireless network services[150] - The MNSA with T-Mobile includes a minimum purchase commitment of $3.3 billion over its duration[150] - Failure to meet minimum commitments to AT&T or T-Mobile could lead to significant financial and operational challenges[151] Competition and Market Challenges - The company faces intense competition from established pay-TV providers and broadband service providers, as well as online content providers[44] - The Pay-TV business faces intense competition from both traditional providers and new internet-based content distributors, leading to increased subscriber acquisition and retention costs[136] - The company has observed a negative impact on gross new DISH TV subscriber activations due to stricter acquisition policies and heightened competitive pressures[141] - The wireless services industry is highly competitive, with established players like Verizon, AT&T, and T-Mobile having significant market share and resources[144] - The company faces challenges in obtaining retransmission consent agreements at acceptable rates, which could affect its competitive strategy[177] Financial Performance and Costs - The cost of programming remains the largest percentage of overall Pay-TV costs, and competitors may leverage their relationships with programmers to reduce costs or offer exclusive content[148] - Programming costs are expected to continue rising, impacting the company's financial condition and results of operations[168] - Increased subscriber acquisition and retention costs may adversely affect profits during economic downturns[157] - The average revenue per user (ARPU) for Pay-TV is adversely affected by the increase in lower-priced SLING TV subscribers, which could reduce margins and long-term subscriber value[140] Regulatory Environment - DISH Network's operations are subject to significant government regulation, primarily by the FCC, which could impact its business and financial condition[70] - The company faces potential opposition to its FCC satellite authorizations, which could affect its licenses and operations[82] - The FCC requires DirecTV to set aside 4% of channel capacity for noncommercial programming, which may adversely affect financial results if the set-aside is not reduced to 3.5%[86] - The FCC is considering redefining MVPD to include Internet-based streaming services, which could subject them to similar regulations as traditional MVPDs[101] - Regulatory challenges from the FCC and other authorities could impact the company's ability to complete its 5G network deployment and commercialize its wireless spectrum licenses[146] Operational Challenges - The company relies on third-party suppliers for infrastructure and services, and any disruptions could adversely affect its wireless operations[147] - The company is currently defending multiple patent infringement actions, which could lead to substantial damages and increased costs[116] - The company relies on third-party providers for key components of its information technology and communications systems, which could disrupt operations if these systems fail[179] - The company is facing challenges in its 5G Network Deployment due to potential interruptions from system failures and cyber-attacks, impacting subscriber retention and acquisition[180] - The company has limited satellite capacity, and failures or reduced capacity could adversely affect its DISH TV services and overall financial condition[195] Management and Personnel - The company had approximately 14,200 employees as of December 31, 2022, with most located in the United States[121] - The company’s future success is significantly tied to the performance of key executives, including the Chairman and CEO[119] - The company’s Chairman, Charles W. Ergen, has been in his position since the company's formation in 1980[125] - The company’s Chief Financial Officer, Paul W. Orban, has been in his role since July 2019 and has extensive experience in finance and accounting[131] - The company’s Wireless business is dependent on hiring and retaining skilled personnel knowledgeable in the wireless industry[120] - The company relies on highly skilled personnel, and failure to attract and retain such talent could adversely affect its competitive position[206] Strategic Investments and Acquisitions - The company evaluates strategic investments or acquisitions to enhance its services and competitive position[69] - The company may pursue acquisitions and strategic transactions to expand its business, but intense competition may hinder the identification and completion of attractive opportunities[221] - Integration of newly acquired operations may strain financial and managerial controls, leading to operational inefficiencies[223] Economic and Environmental Factors - Economic weakness and inflationary pressures could lead to fewer subscriber activations and increased churn rates[157] - The company expects no material capital or other expenditures for environmental compliance in 2023 or 2024[117] - Extreme weather events could damage the company's infrastructure and disrupt operations, leading to increased costs and negative financial impacts[185] Satellite Operations - The useful life of the company's satellites ranges from 12 to 15 years, and any significant reduction in this lifespan could negatively impact operating results[196] - The company does not carry commercial in-orbit insurance on its satellites, which could lead to significant impairment charges in the event of failures[201] - The UN Convention requires satellite registration, which carries liability for the registering country in case of third-party damage, impacting operational authorizations[107] Financial Risks - The company may need to raise significant additional capital in the future to fund its 5G Network Deployment and related activities, which may not be available on favorable terms[210] - The fair values of wireless spectrum licenses may vary significantly, and declines could lead to impairment charges[211] - The company has made substantial noncontrolling investments in Northstar and SNR Entities, totaling over $10 billion, which may not yield profitable returns[213] - The company may need to invest significant additional resources to modify protective measures against information technology vulnerabilities, potentially diverting management's attention[183]

Financial Data and Key Metrics Changes - The company reported a stabilization in the retail wireless business, achieving a small gain in subscribers compared to previous losses of over 100,000 per quarter, aided by the acquisition of 139,000 customers from T-Mobile [6][7] - The company is in the market for a $2 billion offering to fund network expansion, which is limited to qualified investors [9] Business Line Data and Key Metrics Changes - The wireless segment is transitioning to a postpaid model with the launch of Boost Infinite, which is expected to provide higher profitability compared to the prepaid segment [16][19] - The company has constructed over 10,000 towers, reaching over 35% of the population, with plans to expand to 70% coverage [7][8] Market Data and Key Metrics Changes - The company noted a competitive landscape in the prepaid market, with efforts to reduce churn and improve customer retention through better handset offerings [23][24] - The company is focusing on the postpaid market, which is perceived as less competitive and more profitable than the prepaid market [19] Company Strategy and Development Direction - The company aims to build a self-funding retail wireless business, leveraging its unique position in the postpaid market [11][19] - The company is transitioning to its own operational support and business support systems, moving away from reliance on T-Mobile's systems, which is expected to enhance operational efficiency [17][74] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future of the wireless business, highlighting the potential for significant growth in the postpaid segment [19][50] - The company anticipates that the political environment may become more favorable for mergers and acquisitions, particularly regarding the potential combination with DIRECTV [25][26] Other Important Information - The company is actively engaged in private 5G network solutions, targeting various sectors including defense, hospitality, and utilities, with expectations of growing deal flow [36][39] - The company is focused on maintaining a debt-free balance sheet for its retail wireless segment, which is seen as a competitive advantage [48][50] Q&A Session Summary Question: Discussion on the spectrum-secured bond and its implications - Management refrained from providing detailed comments due to legal reasons but acknowledged the importance of stabilizing the retail wireless business [6][10] Question: Timing and process regarding the Boost sale - Management indicated that preliminary discussions with a SPAC regarding a small portion of the retail wireless business have occurred, but emphasized that retail wireless is integral to the company's strategy [14][15] Question: Details on Boost Infinite launch - The Boost Infinite service is set to launch in the first quarter, focusing on a digital transition before expanding to national retail [16][22] Question: Impact of DIRECTV combination and political environment - Management believes that the political environment may allow for M&A activity post-election, with significant synergies still expected from a potential DIRECTV combination [25][26] Question: Network build-out funding and coverage targets - The company confirmed that the $2 billion funding is aimed at achieving 70% population coverage, with a focus on urban areas [58][59] Question: Transitioning Boost customers to the new network - Management clarified that while some Boost customers could transition to the new network, the focus would be on upgrading devices to ensure compatibility with the new technology [28][29] Question: Financial health and cash flow at DBS - Management stated that there is sufficient cash flow at DBS to meet upcoming maturities without needing additional capital raises [75][76]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number: 001-39144 DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-033699 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File Number: 001-39144 DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-0336997 (St ...

Financial Performance - Total revenue for March 2022 was $4,330,620, a decrease of 3.7% from $4,497,853 in March 2021[22] - Service revenue decreased to $4,075,122 in March 2022 from $4,209,471 in March 2021, reflecting a decline of 3.2%[22] - Operating income for March 2022 was $550,360, down 36.3% from $864,576 in March 2021[22] - Net income attributable to DISH Network for March 2022 was $432,651, a decrease of 31.3% compared to $630,224 in March 2021[22] - Basic net income per share attributable to DISH Network was $0.82 in March 2022, down from $1.20 in March 2021[22] - Diluted net income per share attributable to DISH Network was $0.68 in March 2022, compared to $0.99 in March 2021, a decline of 31.3%[22] - For the three months ended March 31, 2022, net income was $448.846 million, compared to $641.563 million for the same period in 2021[28] - Cash flows from operating activities for the three months ended March 31, 2022, were $705.344 million, down from $1,125.498 million in the prior year[28] - Net income attributable to DISH Network for the three months ended March 31, 2022, was $432.651 million, compared to $630.224 million for the same period in 2021, representing a decrease of approximately 31.4%[59] - Basic net income per share attributable to DISH Network was $0.82 for Q1 2022, down from $1.20 in Q1 2021, reflecting a decline of 31.7%[59] - Diluted net income per share attributable to DISH Network was $0.68 for Q1 2022, compared to $0.99 in Q1 2021, indicating a decrease of 31.3%[59] Assets and Liabilities - Total current liabilities increased to $8,047,594 in March 2022 from $6,515,886 in December 2021, representing a rise of 23.5%[19] - Total assets as of March 31, 2022, were $49,201,652, up from $48,001,725 as of December 31, 2021, indicating a growth of 2.5%[19] - Total liabilities rose to $32,810,015 in March 2022 from $32,078,612 in December 2021, an increase of 2.3%[19] - The company had a balance of $11.218 billion in accumulated earnings as of March 31, 2022[30] - Total cash, cash equivalents, and restricted cash at the end of the period was $2.799 billion, down from $4.535 billion at the end of the previous year[28] - Total current marketable investment securities as of March 31, 2022, amounted to $538.775 million, a significant decrease from $2.975 billion as of December 31, 2021[64] - As of March 31, 2022, the total marketable investment securities, restricted cash, and cash equivalents were valued at $784.871 million, down from $8.461 billion as of December 31, 2021[64] - The company reported a total long-term debt and finance lease obligations of $21,425,682 thousand as of March 31, 2022, slightly up from $21,417,016 thousand as of December 31, 2021[101] - The fair value of the company's long-term debt was estimated at $20,466,929 thousand as of March 31, 2022[102] Cash Flow and Investments - Cash and cash equivalents increased to $2,696,478 in March 2022 from $2,428,188 in December 2021, reflecting a rise of 11.1%[19] - The company reported net cash flows from investing activities of $(5,642.626) million for the three months ended March 31, 2022[28] - The company recognized $15.285 million in non-cash, stock-based compensation for the three months ended March 31, 2022[28] - The company reported capitalized interest of $267.305 million for Q1 2022, compared to $208.452 million in Q1 2021[63] - The company has invested approximately $30 billion in wireless spectrum licenses and related investments, excluding $7 billion of capitalized interest[33] - The company has invested approximately $20 billion to acquire wireless spectrum licenses and plans to commercialize them through a cloud-native, Open Radio Access Network (O-RAN) based 5G network[35] - The company expects capital expenditures for its 5G Network Deployment to be approximately $10 billion, including a long-term agreement with Samsung for $1.2 billion[132] Subscriber and Market Information - As of March 31, 2022, DISH Network had 10.245 million Pay-TV subscribers, including 7.993 million DISH TV subscribers and 2.252 million SLING TV subscribers[31] - The Retail Wireless segment had 8.203 million subscribers as of March 31, 2022[32] - DISH Network plans to deploy a 5G broadband network capable of serving 20% of the U.S. population by June 2022 and 70% by June 2023[140] - The company has over 60 market areas under construction, representing approximately 260 cities with populations of at least 50,000[140] 5G Network Deployment - The company aims to deploy a facilities-based 5G broadband network covering 20% of the U.S. population by June 2022 and 70% by June 2023, with over 60 market areas and approximately 260 cities under construction[35] - Significant additional investments will be required to complete the 5G Network Deployment, including research and development, wireless testing, and infrastructure upgrades[35] - Future capital requirements for 2022 are expected to be significant due to 5G network deployment and potential purchases of additional wireless spectrum licenses[103] - The company expects to incur significant additional expenses related to research and development, wireless testing, and ongoing upgrades to the wireless network infrastructure[141] - The company may need to raise additional capital to fund its 5G Network Deployment and related activities, which may not be available on favorable terms[142] Legal and Regulatory Matters - DISH Network L.L.C. filed petitions for reexamination of the 784, 799, 318, and 970 patents, with the United States Patent and Trademark Office confirming the patentability of the challenged claims[193] - A class action complaint was filed against DISH Network regarding fiduciary breaches in the management of its 401(k) Plan, alleging excessive expenses and underperforming funds[213] - The FCC has determined that DISH Network has a controlling interest in Northstar Wireless and SNR Wireless, affecting their eligibility for bidding credits[150] - The AWS-3 Licenses require reliable signal coverage to 40% of the population by October 2021 and 75% by October 2027, with potential penalties for noncompliance[161] - The FCC licenses for Northstar Wireless and SNR Wireless may expire in October 2027 unless renewed, with no guarantees of renewal[162] Other Financial Obligations - The company has $3,095,429 thousand in total lease payments due for operating leases over the next five years, with the largest payment of $218,969 thousand due in 2026[99] - The company has removed certain obligations for Northstar Wireless and SNR Wireless regarding prepayment of outstanding loan amounts[172][181] - The Northstar Purchase Agreement involved the acquisition of 80% of Northstar Manager's Class B Common Interests in Northstar Spectrum for approximately $312 million, resulting in a 97% ownership stake[40] - The value of the Northstar Put Right has accrued to approximately $88 million as of March 31, 2022, indicating potential future financial obligations[39] - The SNR Put Right has accrued to approximately $323 million as of March 31, 2022, pending FCC approval for the sale[178]