DISH NETWORK : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

You should read the following management's discussion and analysis of our
financial condition and results of operations together with the audited
consolidated financial statements and notes to our financial statements included
elsewhere in this Annual Report on Form 10-K. This management's discussion and
analysis is intended to help provide an understanding of our financial
condition, changes in financial condition and results of our operations and
contains forward-looking statements that involve risks and uncertainties. The
forward-looking statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about our industry,
business and future financial results. Our actual results could differ
materially from the results contemplated by these forward-looking statements due
to a number of factors, including those discussed under the caption "Item 1A.
Risk Factors" and elsewhere in this Annual Report on Form 10-K. Furthermore,
such forward-looking statements speak only as of the date of this Annual Report
on Form 10-K and we expressly disclaim any obligation to update any
forward-looking statements.



Overview



Our business strategy is to be the best provider of video services in the United
States by providing products with the best technology, outstanding customer
service, and great value. We promote our Pay-TV services as providing our
subscribers with a better "price-to-value" relationship than those available
from other subscription television service providers. In connection with the
growth in OTT industry, we promote our Sling TV services primarily to consumers
who do not subscribe to traditional satellite and cable pay-TV services.



As the pay-TV industry is mature, our DISH TV strategy has included an emphasis
on acquiring and retaining higher quality subscribers, including subscribers in
markets underserved by pay-TV services, even if it means that we will acquire
and retain fewer overall subscribers. We evaluate the quality of subscribers
based upon a number of factors, including, among others, profitability. Our DISH
TV subscriber base has been declining due to, among other things, this strategy.
There can be no assurance that our DISH TV subscriber base will not continue to
decline and that the pace of such decline will not accelerate.



Our revenue and profit is primarily derived from Pay-TV programming services
that we provide to our subscribers. We also generate revenue from equipment
rental fees and other hardware related fees, including DVRs and fees from
subscribers with multiple receivers; advertising services; fees earned from our
Smart Home service operations; broadband services; warranty services; and sales
of digital receivers and related equipment to third-party pay-TV providers. Our
subscriber-related revenue has been declining due to, among other things, the
continuing decline in our DISH TV subscriber base. Our most significant expenses
are subscriber-related expenses, which are primarily related to programming.



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Financial Highlights

2019 Consolidated Results of Operations and Key Operating Metrics

? Revenue of $12.808 billion

? Net income attributable to DISH Network of $1.400 billion and basic and diluted

earnings per share of common stock of $2.92 and $2.60, respectively

? Loss of approximately 336,000 net Pay-TV subscribers

? Loss of approximately 511,000 net DISH TV subscribers

? Addition of approximately 175,000 net Sling TV subscribers

? Pay-TV ARPU of $85.92

? Gross new DISH TV subscriber activations of approximately 1.348 million

? DISH TV churn rate of 1.62%

 ? DISH TV SAC of $822

Consolidated Financial Condition as of December 31, 2019

? Cash, cash equivalents and current marketable investment securities of $2.860

billion

? Total assets of $33.231 billion

? Total long-term debt and finance lease obligations of $14.140 billion

Business Segments

We currently operate two primary business segments: (1) Pay-TV; and (2) Wireless.

Pay-TV



We are the nation's fourth largest pay-TV provider and offer Pay-TV services
under the DISH brand, and the Sling brand. As of December 31, 2019, we had
11.986 million Pay-TV subscribers in the United States, including 9.394 million
DISH TV subscribers and 2.592 million Sling TV subscribers.



Competition has intensified in recent years as the pay-TV industry has matured.
To differentiate our DISH TV services from our competitors, we offer the Hopper
whole-home DVR and have continued to add functionality and simplicity for a more
intuitive user experience. Our Hopper and Joey® whole-home DVR promotes a suite
of integrated features and functionality designed to maximize the convenience
and ease of watching TV anytime and anywhere. It also has several innovative
features that a consumer can use, at his or her option, to watch and record
television programming, through their televisions, streaming media devices,
tablets, phones and computers. The Hopper 3, among other things, features 16
tuners, delivers an enhanced 4K Ultra HD experience, and supports up to seven
TVs simultaneously.

We market our Sling TV services primarily to consumers who do not subscribe to
traditional satellite and cable pay-TV services. Our Sling TV services require
an Internet connection and are available on multiple streaming-capable devices
including streaming media devices, TVs, tablets, computers, game consoles and
phones. We offer Sling International, Sling Latino and Sling domestic video
programming services. Our domestic Sling TV services have a single-stream
service branded Sling Orange and a multi-stream service branded Sling Blue,
which includes, among other things, the ability to stream on up to three devices
simultaneously.





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We face competition from providers of video content distributed over the
Internet including services with live-linear television programming, as well as
single programmer offerings and offerings of large libraries of on-demand
content, including in certain cases original content. These providers include,
among others, Netflix, Hulu, Apple, Amazon, Alphabet, Disney, Verizon, AT&T,
ViacomCBS, STARZ, Fubo and Philo.  Many of these companies have larger customer
bases, stronger brand recognition and greater financial, marketing and other
resources than we do. In addition, traditional providers of video entertainment,
including broadcasters, cable channels and MVPDs, are increasing their
Internet-based video offerings. Some of these services charge nominal or no fees
for access to their content, which could adversely affect demand for our Pay-TV
services.



Moreover, new technologies have been, and will likely continue to be, developed
that further increase the number of competitors we face with respect to video
services, including competition from piracy-based video offerings.

This competition, among other things, has caused the rate of growth in subscribers to our Sling TV services to decrease. In June 2018, we launched additional Sling TV services which include offering consumers a la carte channel subscriptions, access to pay-per-view events and movies, and access to free content. There can be no assurance that these additional services or other offers will positively affect our results of operations or our net Sling TV subscribers.

In addition, we historically offered broadband services under the dishNET™
brand, which includes satellite broadband services that utilize advanced
technology and high-powered satellites launched by Hughes Communications, Inc.
("Hughes") and ViaSat, Inc. ("ViaSat") and wireline broadband services.
However, as of the first quarter 2018, we have transitioned our broadband
business focus from wholesale to authorized representative arrangements, and we
are no longer marketing dishNET broadband services. Our existing broadband
subscribers are declining through customer attrition.  Generally, under these
authorized representative arrangements, we will receive certain payments for
each broadband service activation generated and installation performed, and we
will not incur subscriber acquisition costs for these activations.



Recent Developments



Master Transaction Agreement



On May 19, 2019, we and Merger Sub entered into the Master Transaction Agreement
with EchoStar and Newco. Pursuant to the Master Transaction Agreement, among
other things: (i) EchoStar carried out an internal reorganization in which
certain assets and liabilities of the EchoStar Satellite Services segment, the
BSS Business, were transferred to Newco; (ii) EchoStar distributed all
outstanding shares of common stock, par value $0.001 per share, of Newco, to the
holders of record of Class A common stock, par value $0.001 per share, of
EchoStar and Class B common stock, par value $0.001 per share, of EchoStar; and
(iii) upon consummation of the Merger, Merger Sub ceased to exist and Newco
continued as our wholly-owned subsidiary.



Effective September 10, 2019, pursuant to the terms and subject to the
conditions set forth in the Master Transaction Agreement, in consideration for
the Merger, we issued 22,937,188 shares of our Class A common stock to the
holders of Newco Common Stock at a ratio of 0.23523769 of our Class A common
stock for each outstanding share of Newco Common Stock. The transaction was
structured as a tax-free spin-off and merger.





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In addition, as the result of the Merger, we, EchoStar and, as relevant, certain
of our or their respective subsidiaries, entered into ancillary agreements
involving tax, employment and intellectual property matters, which set forth
certain rights and obligations of us and EchoStar and our and their respective
subsidiaries related to the Merger with respect to, among other things: (i) the
payment of tax liability refunds, and the filing of tax returns related to Newco
and the BSS Business; (ii) the allocation of employment-related assets and
liabilities between us and EchoStar; (iii) certain employee compensation, equity
awards, benefit plans, programs and arrangements relating to employees who are
expected to be transferred to us pursuant to the Merger; (iv) a cross-license
between us and EchoStar for certain intellectual property either transferred to
us as part of the Merger or retained by EchoStar that is also used in the BSS
Business; and (v) the provision of certain telemetry, tracking and control
services by us and our subsidiaries to EchoStar and its subsidiaries.



The description of the Master Transaction Agreement in this section is qualified
in its entirety by reference to the complete text of the Master Transaction
Agreement, a copy of which is filed as Exhibit 2.1 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2019.



The Merger was accounted for as an asset purchase, as substantially all of the
fair value of the gross assets acquired was concentrated in a group of similar
identifiable assets. As the Merger was between entities that were under common
control, we recorded the assets and liabilities received under the Merger at
EchoStar's historical cost basis, with the offsetting amount recorded in
"Additional paid-in capital" on our Consolidated Balance Sheets. A substantial
portion of the assets received under the Merger were historically leased to us
by EchoStar. As these assets and the related liabilities have been transferred
to us pursuant to the Master Transaction Agreement, they will no longer be
included in "Operating lease assets," "Other current liabilities" and "Operating
lease liabilities," but rather in "Property and equipment, net" on our
Consolidated Balance Sheets.



See Note 1 in the Notes to our Consolidated Financial Statements in this Annual
Report on Form 10-K for further information on the impact on our Consolidated
Balance Sheets.



Sprint Asset Acquisition



Asset Purchase Agreement



On July 26, 2019, we entered into an Asset Purchase Agreement (the "APA") with
T-Mobile US, Inc. ("TMUS") and Sprint Corporation ("Sprint" and together with
TMUS, the "Sellers" and after the consummation of the Sprint-TMUS merger,
sometimes referred to as "NTM").



Pursuant to the APA, after the consummation of the Sprint-TMUS merger and at the
closing of the transaction, NTM will sell to us and we will acquire from NTM
certain assets and liabilities associated with the Prepaid Business for an
aggregate purchase price of $1.4 billion. Under the Proposed Final Judgment (as
defined below), TMUS is required to divest the Prepaid Business to us no later
than the latest of (i) 15 days after TMUS has enabled us to provision any new or
existing customers of the Prepaid Business holding a compatible handset device
onto the NTM network, (ii) the first business day of the month following the
later of the consummation of the Sprint-TMUS merger or the receipt of approvals
for the Prepaid Business Sale, and (iii) five days after the entry of the Final
Judgment (as defined below) by the District Court (as defined below). We expect
to fund the purchase price with cash on hand or other available sources of
liquidity.



At the closing of the Prepaid Business Sale, we and NTM will enter into the TSA,
the MNSA, the Option Agreement, and the Spectrum Purchase Agreement for an
additional approximately $3.59 billion. See Note 15 "Commitments and
Contingencies - Commitments - Sprint Asset Acquisition" in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K for further
information on the Transaction Agreements.



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Agreement with the DOJ: The Stipulation and Order and the Proposed Final Judgment

In connection with the Prepaid Business Sale and the consummation of the
Sprint-TMUS merger, we, TMUS, Sprint, DT and SoftBank agreed with the DOJ on
certain key terms relating to the Transaction Agreements and our wireless
service business and spectrum. On July 26, 2019, Defendants entered into the
Stipulation and Order with the DOJ binding the Defendants to the Proposed Final
Judgment which memorialized the agreement between the DOJ and the Defendants.
The Stipulation and Order and the Proposed Final Judgment were filed in the
District Court on July 26, 2019. Certain of the provisions of the Stipulation
and Order and the Proposed Final Judgment are also reflected in the terms of the
Transaction Agreements.

In addition to the terms reflected in the Transaction Agreements, the Stipulation and Order and the Proposed Final Judgment provide for other rights and obligations of the Sellers and us, including the following:

For a period of one year after the closing of the Prepaid Business Sale, if we

determine that certain assets not included in the divestiture were previously

? used by the Prepaid Business and are reasonably necessary for the continued

competitiveness of the Prepaid Business, subject to certain carve-outs, we may

request that such assets be transferred to us, which the DOJ can approve or

deny in its sole discretion.

? Within one year of the closing of the Prepaid Business Sale, we will be

required to offer nationwide postpaid retail mobile wireless service.

NTM must take all actions required to enable us to provision any new or

? existing customer with a compatible handset onto the NTM network within 90 days

of the entry of the Final Judgment.

If we elect not to purchase the 800 MHz licenses pursuant to the Spectrum

Purchase Agreement, we must pay $360 million (equal to 10% of the Spectrum

? Purchase Agreement purchase price) to the United States. However, we will not

be required to make such payment if we have deployed a core network and offered

5G service to at least 20% of the U.S. population within three years of the

closing of the Prepaid Business Sale.

If we buy the 800 MHz spectrum pursuant to the Spectrum Purchase Agreement but

fail to deploy all of the 800 MHz spectrum licenses for use in the provision of

retail mobile wireless services by the expiration of the Final Judgment (as

? described below), the DOJ may require us to forfeit to the FCC any of the 800

MHz licenses for spectrum that are not being used to provide retail mobile

wireless services, unless we are already providing nationwide retail wireless

service.

We and NTM must negotiate in good faith to reach an agreement for NTM to lease

some or all of our 600 MHz spectrum licenses for deployment to retail consumers

by NTM. We and NTM must report on the status of the negotiations within 90 days

? after the filing of the Final Judgment. If no agreement has been reached by 180

days following the filing of the Final Judgement, the DOJ may resolve any

dispute in its sole discretion, provided that such resolution must be on

commercially reasonable terms to both parties.

? We and NTM must agree to support eSIM technology on smartphones.

The Sellers must introduce the suppliers and distributors of the Prepaid

? Business to us and the Sellers may not interfere in our negotiations with such

   suppliers and distributors.


   On the first day of the fiscal quarter following the entry of the Final

Judgment and of each 180-day period thereafter, we will be obligated to provide

the DOJ with a description of our deployment efforts over the prior quarter

including: (i) the number of towers and small cells deployed, (ii) the spectrum

? bands on which we have deployed equipment, (iii) progress in obtaining devices

that operate on our spectrum frequencies, (iv) POPs coverage of our network,

(v) the number of our mobile wireless subscriptions, (vi) the amount of traffic

transmitted to our subscribers using our network and using NTM's network, and

(vii) whether there are or have been any efforts by NTM to interfere with our

   efforts to deploy and operate our network.


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We cannot sell, lease or otherwise provide the right to use any of the divested

assets to any national facilities-based mobile wireless provider and may not

? sell any of the divested assets or similar assets back to TMUS during the term

of the Final Judgment (as described below), except that we may lease back to

NTM up to 4 MHz of the 800 MHz spectrum we will acquire (as discussed above).

We must comply with the 2023 AWS-4, Lower 700 MHz E Block, AWS H Block, and

nationwide 5G broadband network build-out commitments made to the FCC, subject

? to verification by the FCC (as described below). If we fail to comply with such

build-out commitments, we could face civil contempt in addition to the

substantial voluntary contributions and license forfeitures described below if

   we fail to meet the June 14, 2023 commitments (as described below).




Upon the signing of the Stipulation and Order and the Proposed Final Judgment by
the District Court, the Sellers will be permitted by the DOJ to consummate the
Sprint-TMUS merger (subject to any additional closing conditions related
thereto). The Proposed Final Judgment is subject to the procedures of the
Antitrust Procedures and Penalties Act, pursuant to which, following a 60-day
public comment period and other related procedures, the Proposed Final Judgment
will be entered with the District Court (the Proposed Final Judgment as so
entered with the District Court, the "Final Judgment"). The term of the Final
Judgment will be seven years from the date of its entry with the District Court
or five years if the DOJ gives notice that the divestitures, build-outs and
other requirements have been completed to its satisfaction. A monitoring trustee
has been appointed by the District Court that has the power and authority to
monitor the Defendants' compliance with the Final Judgment and settle disputes
among the Defendants regarding compliance with the provisions of the Final
Judgment and may recommend action to the DOJ in the event a party fails to
comply with the Final Judgment.



FCC Build-Out Commitments



In a letter filed with the FCC on July 26, 2019, we voluntarily committed to
deploy a nationwide 5G broadband network and meet revised timelines relating to
the build-out of our AWS-4, Lower 700 MHz E Block, AWS H Block and 600 MHz
spectrum assets, subject to certain penalties. Pursuant to these commitments, we
requested multi-year extensions to deploy our AWS-4, Lower 700 MHz E Block, and
AWS H Block spectrum, and we have committed to build out our 600 MHz licenses on
an accelerated schedule to better align with our 5G deployment. We have also
committed to offer 5G broadband service to certain population coverage targets,
along with minimum core network, tower and spectrum use targets, and have waived
our right to deploy any technology of our choice under the FCC's "flexible use"
rules with respect to these spectrum bands. Failure to meet the various
commitments would require us to pay voluntary contributions totaling up to $2.2
billion to the FCC and would subject certain licenses in the AWS-4, Lower 700
MHz E Block, and AWS H Block spectrum to forfeiture. We have also agreed not to
sell our AWS-4 and 600 MHz spectrum for six years without prior DOJ and FCC
approval (unless such sale is part of a change of control of DISH Network).
Additionally, we have agreed not to lease a certain percentage of network
capacity on our AWS-4 and 600 MHz spectrum for six years to the three largest
U.S. wireless carriers (i.e., AT&T, Verizon and NTM), without prior FCC
approval. On November 5, 2019, the FCC released an Order that, among other
things, approved the Sprint-TMUS merger, tolled our existing March 7, 2020
build-out deadline for our AWS-4 and Lower 700 MHz E Block Licenses, and
directed the FCC's Wireless Telecommunications Bureau to adopt our commitments
after a 30 day review period (the "FCC Merger Order").





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Beginning on November 5, 2019, and while the approval of the Sprint-TMUS merger
is pending, the March 7, 2020 build-out deadline for both the AWS-4 and Lower
700 MHz E Block spectrum bands is tolled; however, if the Sprint-TMUS merger is
not consummated, the original deadline will be reinstated with extensions equal
to the length of time the deadline was tolled. Except for the tolling of the
March 2020 deadline, we may not receive the requested buildout extensions unless
and until the Prepaid Business Sale closes.

Our 5G deployment commitments for each of the four spectrum bands are generally as follows:

With respect to the 600 MHz licenses, we committed to offer 5G broadband

service to at least 70% of the U.S. population and to have deployed a core

network no later than June 14, 2023, and to offer 5G broadband service to at

? least 75% of the population in each Partial Economic Area (which are service

areas established by the FCC) no later than June 14, 2025. Note that these

commitments are earlier than the current 600 MHz Final Build-Out Requirement

date of June 2029. See Note 15 in the Notes to our Consolidated Financial

Statements in this Annual Report on Form 10-K for further information.

With respect to the AWS-4 licenses, we committed to offer 5G broadband service

? to at least 20% of the U.S. population and to have deployed a core network no

later than June 14, 2022, and to offer 5G broadband service to at least 70% of

the U.S. population no later than June 14, 2023.

With respect to the Lower 700 MHz E Block licenses, we committed to offer 5G

broadband service to at least 20% of the U.S. population who are covered by

? such licenses and to have deployed a core network no later than June 14, 2022,

and to offer 5G broadband service to at least 70% of the U.S. population who

are covered by such licenses no later than June 14, 2023.

With respect to the AWS H Block licenses, we committed to offer 5G broadband

? service to at least 20% of the U.S. population and to have deployed a core

network no later than June 14, 2022, and to offer 5G broadband service to at

   least 70% of the U.S. population no later than June 14, 2023.




On June 11, 2019, a number of state attorneys general filed a lawsuit against
TMUS, DT, Sprint, and SoftBank in the Southern District, alleging that the
Sprint-TMUS merger, if consummated, would violate Section 7 of the Clayton Act
and therefore should be enjoined. On February 11, 2020, the Southern District
ruled in favor of the Sprint-TMUS merger. If this decision is appealed by any
state attorneys general, we cannot predict the timing or outcome of any such
appeals process.



Wireless



Beginning on November 5, 2019, and while the approval of the Sprint-TMUS merger
is pending, the March 7, 2020 build-out deadline for both the AWS-4 and Lower
700 MHz E Block spectrum bands is tolled; however, if the Sprint-TMUS merger is
not consummated, the original deadlines (as discussed in Note 15 "Commitments
and Contingencies - Commitments - Wireless - DISH Network Spectrum" in the Notes
to our Consolidated Financial Statements in this Annual Report on Form 10-K)
would be reinstated with extensions equal to the length of time the deadline was
tolled. During October 2019, we paused work on our narrowband IoT deployment due
to our March 2020 build-out deadlines being tolled. We have issued RFI/Ps to
various vendors in the wireless industry as we move forward with our 5G Network
Deployment.





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Since 2008, we have directly invested over $11 billion to acquire certain
wireless spectrum licenses and related assets and made over $10 billion in
non-controlling investments in certain entities, for a total of over $21
billion, as described further below. The $21 billion of investments related to
wireless spectrum licenses described below does not include $5 billion of
capitalized interest related to the carrying value of such licenses.  See Note 2
"Capitalized Interest" in the Notes to our Consolidated Financial Statements in
this Annual Report on Form 10-K for further information on capitalized
interest.



DISH Network Spectrum



We have directly invested over $11 billion to acquire certain wireless spectrum
licenses and related assets. These wireless spectrum licenses are subject to
certain interim and final build-out requirements, as well as certain renewal
requirements. In March 2017, we notified the FCC that we planned to deploy a
narrowband IoT network on certain of these wireless licenses, which was to be
the First Phase. We expected to complete the First Phase by March 2020, with
subsequent phases to be completed thereafter. We have entered into vendor
contracts with multiple parties for, among other things, base stations,
chipsets, modules, tower leases, the core network, RF design, and deployment
services for the First Phase.  Among other things, initial RF design in
connection with the First Phase was complete, we had secured certain tower
sites, and we were in the process of identifying and securing additional tower
sites.  The core network had been installed and commissioned.  We installed the
first base stations on sites in 2018 and were in the process of deploying the
remaining base stations.  During October 2019, we paused work on our narrowband
IoT deployment due to our March 2020 build-out deadlines being tolled as
discussed above.  In addition, we have issued RFI/Ps to various vendors in the
wireless industry as we move forward with our 5G Network Deployment.  We
currently expect expenditures for our wireless projects to be between $250
million and $500 million during 2020, excluding capitalized interest.  We
currently expect expenditures for our 5G Network Deployment to be approximately
$10 billion, excluding capitalized interest.   We will need to make significant
additional investments or partner with others to, among other things,
commercialize, build-out, and integrate these licenses and related assets, and
any additional acquired licenses and related assets; and comply with regulations
applicable to such licenses.



Depending on the nature and scope of such commercialization, build-out,
integration efforts, and regulatory compliance, any such investments or
partnerships could vary significantly. In addition, as we consider our options
for the commercialization of our wireless spectrum, we will incur significant
additional expenses and will have to make significant investments related to,
among other things, research and development, wireless testing and wireless
network infrastructure. We may also determine that additional wireless spectrum
licenses may be required to commercialize our wireless business and to compete
with other wireless service providers. See Note 2 "Capitalized Interest" and
Note 15 "Commitments and Contingencies - Commitments - Wireless - DISH Network
Spectrum" in the Notes to our Consolidated Financial Statements in this Annual
Report on Form 10-K for further information.

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

During 2015, through our wholly-owned subsidiaries American AWS-3 Wireless II
L.L.C. ("American II") and American AWS-3 Wireless III L.L.C. ("American III"),
we initially made over $10 billion in certain non-controlling investments
in Northstar Spectrum, LLC ("Northstar Spectrum"), the parent company of
Northstar Wireless, L.L.C. ("Northstar Wireless," and collectively with
Northstar Spectrum, the "Northstar Entities"), and in SNR Wireless HoldCo, LLC
("SNR HoldCo"), the parent company of SNR Wireless LicenseCo, LLC ("SNR
Wireless," and collectively with SNR HoldCo, the "SNR Entities"), respectively.
On October 27, 2015, the FCC granted certain AWS-3 wireless spectrum licenses
(the "AWS-3 Licenses") to Northstar Wireless and to SNR Wireless, respectively,
which are recorded in "FCC authorizations" on our Consolidated Balance Sheets.
Under the applicable accounting guidance in Accounting Standards Codification
810, Consolidation ("ASC 810"), Northstar Spectrum and SNR HoldCo are considered
variable interest entities and, based on the characteristics of the structure of
these entities and in accordance with the applicable accounting guidance, we
consolidate these entities into our financial statements. See Note 2 in the
Notes to our Consolidated Financial Statements in this Annual Report on Form
10-K for further information.



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The AWS-3 Licenses are subject to certain interim and final build-out
requirements, as well as certain renewal requirements. The Northstar Entities
and/or the SNR Entities may need to raise significant additional capital in the
future, which may be obtained from third party sources or from us, so that the
Northstar Entities and the SNR Entities may commercialize, build-out and
integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3
Licenses, and make any potential Northstar Re-Auction Payment and SNR Re-Auction
Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature
and scope of such commercialization, build-out, integration efforts, regulatory
compliance, and potential Northstar Re-Auction Payment and SNR Re-Auction
Payment, any loans, equity contributions or partnerships could vary
significantly. See Note 15 "Commitments and Contingencies - DISH Network
Non-Controlling Investments in the Northstar Entities and the SNR Entities
Related to AWS-3 Wireless Spectrum Licenses" in the Notes to our Consolidated
Financial Statements in this Annual Report on Form 10-K for further information.



We may need to raise significant additional capital in the future to fund the
efforts described above, which may not be available on acceptable terms or at
all. There can be no assurance that we, the Northstar Entities and/or the SNR
Entities will be able to develop and implement business models that will realize
a return on these wireless spectrum licenses or that we, the Northstar Entities
and/or the SNR Entities will be able to profitably deploy the assets represented
by these wireless spectrum licenses, which may affect the carrying amount of
these assets and our future financial condition or results of operations. See
Note 15 "Commitments and Contingencies" in the Notes to our Consolidated
Financial Statements in this Annual Report on Form 10-K for further information.



Business Developments



Mergers and acquisitions, joint ventures and alliances among cable television
providers, telecommunications companies, programming providers and others may
result in, among other things, greater scale and financial leverage and increase
the availability of offerings from providers capable of bundling video,
broadband and/or wireless services in competition with our services and may
exacerbate the risks described in our public filings. In October 2016, AT&T
announced its acquisition of Time Warner, which was completed in June 2018. In
December 2017, Walt Disney Company announced its acquisition of certain assets
of Twenty-First Century Fox, Inc., which was completed in March 2019.  These
transactions may affect us adversely by, among other things, making it more
difficult for us to obtain access to certain programming networks on
nondiscriminatory and fair terms, or at all. For example, in connection with
AT&T's acquisition of Time Warner, Turner sent all of its distributors written,
irrevocable offers to submit disputes over the price and other terms of Turner
programming to binding arbitration and to guarantee continued access to that
programming while any arbitration is pending. However, in October 2018, AT&T
removed its HBO and Cinemax channels, which are not part of Turner, from our
DISH TV and Sling TV programming lineup, as we and AT&T have been unable to
negotiate the terms and conditions of a new programming carriage contract.

Trends in our Pay-TV Segment



Competition



Competition has intensified in recent years as the pay-TV industry has matured.
With respect to our DISH TV services, we and our competitors increasingly must
seek to attract a greater proportion of new subscribers from each other's
existing subscriber bases rather than from first-time purchasers of pay-TV
services.



We incur significant costs to retain our existing DISH TV subscribers, mostly as
a result of upgrading their equipment to next generation receivers, primarily
including our Hopper receivers, and by providing retention credits. Our DISH TV
subscriber retention costs may vary significantly from period to period.



Many of our competitors have been especially aggressive by offering discounted
programming and services for both new and existing subscribers, including
bundled offers combining broadband, video and/or wireless services and other
promotional offers. Certain competitors have been able to subsidize the price of
video services with the price of broadband and/or wireless services.

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Our Pay-TV services also face increased competition from programmers and other
companies who distribute video directly to consumers over the Internet. Our
Sling TV services face increased competition from content providers and other
companies, as well as traditional satellite television providers, cable
companies and large telecommunications companies, that are increasing their
Internet-based video offerings. We also face competition from providers of video
content distributed over the Internet including services with live-linear
television programming, as well as single programmer offerings and offerings of
large libraries of on-demand content, including in certain cases original
content. These providers include, among others, Netflix, Hulu, Apple, Amazon,
Alphabet, Disney, Verizon, AT&T, ViacomCBS, STARZ, Fubo and Philo.  Furthermore,
our DISH TV services face increased competition as programming offered over the
Internet has become more prevalent and consumers are spending an increasing
amount of time accessing video content via the Internet on their mobile devices.
Significant changes in consumer behavior with regard to the means by which
consumers obtain video entertainment and information in response to digital
media competition could have a material adverse effect on our business, results
of operations and financial condition or otherwise disrupt our business. In
particular, consumers have shown increased interest in viewing certain video
programming in any place, at any time and/or on any broadband-connected device
they choose. Online content providers may cause our subscribers to disconnect
our DISH TV services ("cord cutting"), downgrade to smaller, less expensive
programming packages ("cord shaving") or elect to purchase through these online
content providers a certain portion of the services that they would have
historically purchased from us, such as pay per view movies, resulting in less
revenue to us.



We implement new marketing promotions from time to time that are intended to
increase our Pay-TV subscriber activations. For our DISH TV services, we have
launched various marketing promotions offering certain DISH TV programming
packages without a price increase for a commitment period. We also launched our
Flex Pack skinny bundle with a core package of programming consisting of more
than 50 channels and the choice of one of ten themed add-on channel packs, which
include, among others, local broadcast networks and kids and general
entertainment programming. Subscribers can also add or remove additional channel
packs to best suit their entertainment needs. In addition, certain streaming
apps, including, among others, Netflix, Amazon Prime Video and YouTube, have
been integrated into select Hopper receiver systems. During 2017, we launched
"Tuned In To You" and during 2019 we launched the "Tuned In To You 2.0"
campaign, which further amplifies our commitment to customer satisfaction.
While we plan to implement these and other new marketing efforts for our DISH TV
services, there can be no assurance that we will ultimately be successful in
increasing our gross new DISH TV subscriber activations.

Additionally, in response to our efforts, we may face increased competitive pressures, including aggressive marketing and retention efforts, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers.

For our Sling TV services, we offer a personalized TV experience with a
customized channel line-up and two of the lowest priced multichannel live-linear
online streaming services in the industry, our Sling Orange service and our
Sling Blue service. During 2018, we launched our "We are Slingers" campaign and
during 2019, we launched our "Sling In" campaign. While we plan to implement
this and other new marketing efforts for our Sling TV services, there can be no
assurance that we will ultimately be successful in increasing our net Sling

TV
subscriber activations.

Our DISH TV subscriber base has been declining due to, among other things, the
factors described above. There can be no assurance that our DISH TV subscriber
base will not continue to decline and that the pace of such decline will not
accelerate. As our DISH TV subscriber base continues to decline, it could have a
material adverse long-term effect on our business, results of operations,
financial condition and cash flow.





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Programming

Our ability to compete successfully will depend, among other things, on our
ability to continue to obtain desirable programming and deliver it to our
subscribers at competitive prices. Programming costs represent a large
percentage of our "Subscriber-related expenses" and the largest component of our
total expense. We expect these costs to continue to increase due to contractual
price increases and the renewal of long-term programming contracts on less
favorable pricing terms and certain programming costs are rising at a much
faster rate than wages or inflation. In particular, the rates we are charged for
retransmitting local broadcast channels have been increasing substantially and
may exceed our ability to increase our prices to our customers. Going forward,
our margins may face pressure if we are unable to renew our long-term
programming contracts on acceptable pricing and other economic terms or if we
are unable to pass these increased programming costs on to our customers.



Increases in programming costs have caused us to increase the rates that we
charge to our subscribers, which could in turn cause our existing Pay-TV
subscribers to disconnect our service or cause potential new Pay-TV subscribers
to choose not to subscribe to our service. Additionally, even if our subscribers
do not disconnect our services, they may purchase through new and existing
online content providers a certain portion of the services that they would have
historically purchased from us, such as pay-per-view movies, resulting in less
revenue to us.



Furthermore, our net Pay-TV subscriber additions, gross new DISH TV subscriber
activations, and DISH TV churn rate may be negatively impacted if we are unable
to renew our long-term programming carriage contracts before they expire. In the
past, our net Pay-TV subscriber additions, gross new DISH TV subscriber
activations, and DISH TV churn rate have been negatively impacted as a result of
programming interruptions and threatened programming interruptions in connection
with the scheduled expiration of programming carriage contracts with content
providers. For example, in June 2018 and November 2018, Univision Communications
Inc. ("Univision") removed certain of its channels from our DISH TV and Sling TV
programming lineup. On March 26, 2019, we and Univision signed a new programming
carriage contract which restored certain of these Univision channels to our DISH
TV programming lineup. In October 2018, AT&T removed its HBO and Cinemax
channels from our DISH TV and Sling TV programming lineup, as we and AT&T have
been unable to negotiate the terms and conditions of a new programming carriage
contract. AT&T offers its programming, including its HBO and Cinemax channels,
directly to consumers over the Internet and provides HBO for free to its
subscribers under certain offers. In July 2019, Fox Regional Sports Networks
("RSNs") also removed certain of its channels from our DISH TV and Sling TV
programming lineup. In August 2019, Sinclair Broadcast Group acquired the Fox
RSNs. We experienced a higher DISH TV churn rate, higher net Pay-TV subscriber
losses and lower gross new DISH TV subscriber activations during 2018 and 2019,
when Univision, AT&T and Fox RSNs removed certain of their channels from our
DISH TV and Sling TV programming lineup. There can be no assurance that channel
removals, such as the removal of the channels discussed above or others, will
not have a material adverse effect on our business, results of operations and
financial condition or otherwise disrupt our business.



We cannot predict with any certainty the impact to our net Pay-TV subscriber
additions, gross new DISH TV subscriber activations, and DISH TV churn rate
resulting from additional programming interruptions or threatened programming
interruptions that may occur in the future. As a result, we may at times suffer
from periods of lower net Pay-TV subscriber additions or higher net Pay-TV
subscriber losses.

Operations and Customer Service

While competitive factors have impacted the entire pay-TV industry, our relative
performance has also been driven by issues specific to us. In the past, our
subscriber growth has been adversely affected by signal theft and other forms of
fraud and by our operational inefficiencies. For our DISH TV services, in order
to combat signal theft and improve the security of our broadcast system, we use
microchips embedded in credit card sized access cards, called "smart cards," or
security chips in our DBS receiver systems to control access to authorized
programming content ("Security Access Devices"). We expect that future
replacements of these devices may be necessary to keep our system secure. To
combat other forms of fraud, among other things, we monitor our independent
third-party distributors' and independent third-party retailers' adherence to
our business rules. Furthermore, for our Sling TV services, we encrypt
programming content and use digital rights management software to, among other
things, prevent unauthorized access to our programming content.

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While we have made improvements in responding to and dealing with customer
service issues, we continue to focus on the prevention of these issues, which is
critical to our business, financial condition and results of operations. To
improve our operational performance, we continue to make investments in
staffing, training, information systems, and other initiatives, primarily in our
call center and in-home service operations. These investments are intended to
help combat inefficiencies introduced by the increasing complexity of our
business, improve customer satisfaction, reduce churn, increase productivity,
and allow us to scale better over the long run. We cannot be certain, however,
that our spending will ultimately be successful in improving our operational
performance.



Changes in our Technology

We have been deploying DBS receivers for our DISH TV services that utilize 8PSK
modulation technology with MPEG-4 compression technology for several years.
These technologies, when fully deployed, will allow improved broadcast
efficiency, and therefore allow increased programming capacity. Many of our
customers today, however, do not have DBS receivers that use MPEG-4 compression
technology. In addition, given that all of our HD content is broadcast in
MPEG-4, any growth in HD penetration will naturally accelerate our transition to
these newer technologies and may increase our retention costs. All new DBS
receivers have MPEG-4 compression with 8PSK modulation technology.

In addition, from time to time, we change equipment for certain subscribers to make more efficient use of transponder capacity in support of HD and other initiatives. We believe that the benefit from the increase in available transponder capacity outweighs the short-term cost of these equipment changes.

EXPLANATION OF KEY METRICS AND OTHER ITEMS

Subscriber-related revenue. "Subscriber-related revenue" consists principally of
revenue from basic, local, premium movie, pay-per-view, Latino and international
subscriptions; equipment rental fees and other hardware related fees, including
DVRs and fees from subscribers with multiple receivers; advertising services;
fees earned from our in-home service operations; broadband services; warranty
services; and other subscriber revenue. Certain of the amounts included in
"Subscriber-related revenue" are not recurring on a monthly basis.



Equipment sales and other revenue. "Equipment sales and other revenue"
principally includes the non-subsidized sales of DBS accessories to independent
third-party retailers and other independent third-party distributors of our
equipment, sales of digital receivers and related components to third-party
pay-TV providers, revenue from OnTech Smart Services and revenue from services
and other agreements with EchoStar.



Subscriber-related expenses. "Subscriber-related expenses" principally include
programming expenses, which represent a substantial majority of these expenses.
"Subscriber-related expenses" also include costs for Pay-TV and broadband
services incurred in connection with our subscriber retention, in-home service
and call center operations, billing costs, refurbishment and repair costs
related to DBS receiver systems, other variable subscriber expenses and monthly
wholesale fees paid to broadband providers.



Satellite and transmission expenses. "Satellite and transmission expenses"
includes the cost of digital broadcast operations, the cost of leasing satellite
capacity, executory costs associated with finance leases, the cost of telemetry,
tracking and control, and other related services. In addition, "Satellite and
transmission expenses" includes costs associated with our Sling TV services
including, among other things, streaming delivery technology and infrastructure.



Cost of sales - equipment and other. "Cost of sales - equipment and other"
primarily includes the cost of non-subsidized sales of DBS accessories to
independent third-party retailers and other independent third-party distributors
of our equipment, costs associated with sales of digital receivers and related
components to third-party pay-TV providers, costs associated with OnTech Smart
Services and costs related to services and other agreements with EchoStar.

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Subscriber acquisition costs. While we primarily lease DBS receiver systems, we
also subsidize certain costs to attract new subscribers. Our "Subscriber
acquisition costs" include the cost of subsidized sales of DBS receiver systems
to independent third-party retailers and other independent third-party
distributors of our equipment, the cost of subsidized sales of DBS receiver
systems directly by us to subscribers, including net costs related to our
promotional incentives, costs related to our direct sales efforts and costs
related to installation and acquisition advertising. Our "Subscriber acquisition
costs" also includes costs associated with acquiring Sling TV subscribers
including, among other things, costs related to acquisition advertising and our
direct sales efforts and commissions.  Subsequent to the adoption of ASU 2014-09
on January 1, 2018, we capitalize payments made under certain sales incentive
programs, including those with our independent third-party retailers and other
independent third-party distributors, which were previously expensed as
"Subscriber acquisition costs."  These amounts are now initially capitalized in
"Other current assets" and "Other noncurrent assets, net" on our Consolidated
Balance Sheets, and then amortized in "Other subscriber acquisition costs" on
our Consolidated Statements of Operations and Comprehensive Income (Loss).  See
Note 2 in the Notes to our Consolidated Financial Statements in this Annual
Report on Form 10-K for further information.



DISH TV SAC. Subscriber acquisition cost measures are commonly used by those
evaluating traditional companies in the pay-TV industry.  We are not aware of
any uniform standards for calculating the "average subscriber acquisition costs
per new DISH TV subscriber activation," or DISH TV SAC, and we believe
presentations of pay-TV SAC may not be calculated consistently by different
companies in the same or similar businesses.  Our DISH TV SAC is calculated as
"Subscriber acquisition costs," excluding "Subscriber acquisition costs"
associated with our Sling TV services, plus capitalized payments made under
certain sales incentive programs, excluding amortization related to these
payments, plus the value of equipment capitalized under our lease program for
new DISH TV subscribers, divided by gross new DISH TV subscriber activations. We
include all the costs of acquiring DISH TV subscribers (e.g., subsidized and
capitalized equipment) as we believe it is a more comprehensive measure of how
much we are spending to acquire subscribers.  We also include all new DISH TV
subscribers in our calculation, including DISH TV subscribers added with little
or no subscriber acquisition costs.

General and administrative expenses. "General and administrative expenses" consists primarily of employee-related costs associated with administrative services such as legal, information systems, and accounting and finance. It also includes outside professional fees (e.g., legal, information systems and accounting services) and other items associated with facilities and administration.

Litigation expense. "Litigation expense" primarily consists of certain significant legal settlements, judgments and/or accruals.

Interest expense, net of amounts capitalized. "Interest expense, net of amounts
capitalized" primarily includes interest expense (net of capitalized interest),
prepayment premiums, amortization of debt discounts and debt issuance costs
associated with our long-term debt, and interest expense associated with our
finance lease obligations. See Note 2 in the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K for further information regarding
our capitalized interest policy.



Other, net. The main components of "Other, net" are gains and losses realized on
the sale and/or conversion of marketable and non-marketable investment
securities and derivative financial instruments, impairment of marketable and
non-marketable investment securities, unrealized gains and losses from changes
in fair value of certain marketable investment securities and derivative
financial instruments, and equity in earnings and losses of our affiliates.

Earnings before interest, taxes, depreciation and amortization ("EBITDA"). EBITDA is defined as "Net income (loss) attributable to DISH Network" plus "Interest expense, net of amounts capitalized" net of "Interest income," "Income tax (provision) benefit, net" and "Depreciation and amortization." This "non-GAAP measure" is reconciled to "Net income (loss) attributable to DISH Network" in our discussion of "Results of Operations" below.

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DISH TV subscribers. We include customers obtained through direct sales,
independent third-party retailers and other independent third-party distribution
relationships in our DISH TV subscriber count. We also provide DISH TV services
to hotels, motels and other commercial accounts. For certain of these commercial
accounts, we divide our total revenue for these commercial accounts by $34.99,
and include the resulting number, which is substantially smaller than the actual
number of commercial units served, in our DISH TV subscriber count.



Sling TV subscribers. We include customers obtained through direct sales and
third-party marketing agreements in our Sling TV subscriber count. Sling TV
subscribers are recorded net of disconnects. Sling TV customers receiving
service for no charge, under certain new subscriber promotions, are excluded
from our Sling TV subscriber count. For customers who subscribe to multiple
Sling TV packages, including, among others, Sling TV Blue, Sling TV Orange,
Sling Latino and Sling International, each customer is only counted as one

Sling
TV subscriber.



Pay-TV subscribers. Our Pay-TV subscriber count includes all DISH TV and Sling
TV subscribers discussed above. For customers who subscribe to both our DISH TV
services and our Sling TV services, each subscription is counted as a separate
Pay-TV subscriber.



Pay-TV average monthly revenue per subscriber ("Pay-TV ARPU"). We are not aware
of any uniform standards for calculating ARPU and believe presentations of ARPU
may not be calculated consistently by other companies in the same or similar
businesses. We calculate Pay-TV average monthly revenue per Pay-TV subscriber,
or Pay-TV ARPU, by dividing average monthly "Subscriber-related revenue,"
excluding revenue from broadband services, for the period by our average number
of Pay-TV subscribers for the period. The average number of Pay-TV subscribers
is calculated for the period by adding the average number of Pay-TV subscribers
for each month and dividing by the number of months in the period. The average
number of Pay-TV subscribers for each month is calculated by adding the
beginning and ending Pay-TV subscribers for the month and dividing by two. Sling
TV subscribers on average purchase lower priced programming services than DISH
TV subscribers, and therefore, as Sling TV subscribers increase, it has had a
negative impact on Pay-TV ARPU.



DISH TV average monthly subscriber churn rate ("DISH TV churn rate"). We are not
aware of any uniform standards for calculating subscriber churn rate and believe
presentations of subscriber churn rates may not be calculated consistently by
different companies in the same or similar businesses. We calculate DISH TV
churn rate for any period by dividing the number of DISH TV subscribers who
terminated service during the period by the average number of DISH TV
subscribers for the same period, and further dividing by the number of months in
the period. The average number of DISH TV subscribers is calculated for the
period by adding the average number of DISH TV subscribers for each month and
dividing by the number of months in the period. The average number of DISH TV
subscribers for each month is calculated by adding the beginning and ending DISH
TV subscribers for the month and dividing by two.



Free cash flow. We define free cash flow as "Net cash flows from operating
activities" less "Purchases of property and equipment" and "Capitalized interest
related to FCC authorizations," as shown on our Consolidated Statements of

Cash
Flows.



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RESULTS OF OPERATIONS

Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018.

                                                                                   For the Years Ended December 31,              Variance

Statements of Operations Data                                                         2019                  2018             Amount         %
                                                                                                    (In thousands)

Revenue:

Subscriber-related revenue                                                 

$ 12,616,442 $ 13,456,088 $ (839,646) (6.2) Equipment sales and other revenue

              191,242               165,214         26,028      15.8
Total revenue                                                                          12,807,684            13,621,302      (813,618)     (6.0)

Costs and Expenses:
Subscriber-related expenses                                                             7,869,593             8,544,577      (674,984)     (7.9)

% of Subscriber-related revenue                                                              62.4   %              63.5  %
Satellite and transmission expenses                                                       447,811               576,568      (128,757)    (22.3)
% of Subscriber-related revenue                                                               3.5   %               4.3  %
Cost of sales - equipment and other                                                       192,821               145,604         47,217      32.4
Subscriber acquisition costs                                                              994,526               769,307        225,219      29.3
General and administrative expenses                                        

              793,480               725,601         67,879       9.4
% of Total revenue                                                                            6.2   %               5.3  %
Depreciation and amortization                                                             630,577               712,024       (81,447)    (11.4)
Total costs and expenses                                                               10,928,808            11,473,681      (544,873)     (4.7)

Operating income (loss)                                                                 1,878,876             2,147,621      (268,745)    (12.5)

Other Income (Expense):
Interest income                                                                            77,214                44,759         32,455      72.5

Interest expense, net of amounts capitalized                               

             (23,687)              (15,006)        (8,681)    (57.9)
Other, net                                                                                 11,524                11,801          (277)     (2.3)
Total other income (expense)                                                               65,051                41,554         23,497      56.5

Income (loss) before income taxes                                                       1,943,927             2,189,175      (245,248)    (11.2)
Income tax (provision) benefit, net                                        

            (451,358)             (533,684)         82,326      15.4
Effective tax rate                                                                           23.2   %              24.4  %
Net income (loss)                                                                       1,492,569             1,655,491      (162,922)     (9.8)

Less: Net income (loss) attributable to noncontrolling interests, net of tax

               93,057                80,400         12,657      15.7
Net income (loss) attributable to DISH Network

$ 1,399,512 $ 1,575,091 $ (175,579) (11.1)

Other Data:
Pay-TV subscribers, as of period end (in millions)                                         11.986                12.322        (0.336)     (2.7)
DISH TV subscribers, as of period end (in millions)                                         9.394                 9.905        (0.511)     (5.2)
Sling TV subscribers, as of period end (in millions)                                        2.592                 2.417          0.175       7.2
Pay-TV subscriber additions (losses), net (in millions)                                   (0.336)               (0.920)          0.584      63.5
DISH TV subscriber additions (losses), net (in millions)                                  (0.511)               (1.125)          0.614      54.6
Sling TV subscriber additions (losses), net (in millions)                                   0.175                 0.205        (0.030)    (14.6)
Pay-TV ARPU                                                                     $           85.92     $           85.46    $      0.46       0.5
DISH TV subscriber additions, gross (in millions)                          

                1.348                 1.114          0.234      21.0
DISH TV churn rate                                                                           1.62 %                1.78 %       (0.16) %   (9.0)
DISH TV SAC                                                                     $             822     $             759    $        63       8.3
EBITDA                                                                          $       2,427,920     $       2,791,046    $ (363,126)    (13.0)

* Percentage is not meaningful.

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Pay-TV subscribers. We lost approximately 336,000 net Pay-TV subscribers during
the year ended December 31, 2019 compared to the loss of approximately 920,000
net Pay-TV subscribers during the same period in 2018. The decrease in net
Pay-TV subscriber losses during the year ended December 31, 2019 resulted from
fewer net DISH TV subscriber losses, partially offset by fewer net Sling TV
subscriber additions. Our net Pay-TV subscriber losses during the years ended
December 31, 2019 and 2018 were negatively impacted by Univision, AT&T and Fox
RSNs' removal of certain of their channels from our DISH TV and Sling TV
programming lineup. On March 26, 2019, we and Univision signed a new programming
carriage contract which restored certain Univision channels to our DISH TV
programming lineup.  In August 2019, Sinclair Broadcast Group acquired the Fox
RSNs. We lost approximately 511,000 net DISH TV subscribers during the year
ended December 31, 2019 compared to the loss of approximately 1.125 million net
DISH TV subscribers during the same period in 2018. This decrease in net DISH TV
subscriber losses primarily resulted from a lower DISH TV churn rate and higher
gross new DISH TV subscriber activations. We added approximately 175,000 net
Sling TV subscribers during the year ended December 31, 2019 compared to the
addition of approximately 205,000 net Sling TV subscribers during the same
period in 2018. This decrease in net Sling TV subscriber additions is primarily
related to increased competition, including competition from other OTT service
providers, and to a higher number of customer disconnects on a larger Sling TV
subscriber base, including the impact from Univision, AT&T and Fox RSNs' removal
of certain of their channels from our programming lineup, discussed above.



Our DISH TV churn rate for the year ended December 31, 2019 was 1.62% compared
to 1.78% for the same period in 2018. This decrease primarily resulted from our
emphasis on acquiring and retaining higher quality subscribers. Our DISH TV
churn rate for the year ended December 31, 2019 was negatively impacted by
various channel removals from our programming lineup. For example, our DISH TV
churn rate for the years ended December 31, 2019 and 2018 was negatively
impacted by Univision, AT&T and Fox RSNs' removal of certain of their channels
from our programming lineup. Our DISH TV churn rate continues to be adversely
impacted by external factors, such as, among other things, increased competitive
pressures, including aggressive marketing, bundled discount offers combining
broadband, video and/or wireless services and other discounted promotional
offers, as well as cord cutting. Our DISH TV churn rate is also impacted by
internal factors, such as, among other things, our ability to consistently
provide outstanding customer service, price increases, programming interruptions
in connection with the scheduled expiration of certain programming carriage
contracts, our ability to control piracy and other forms of fraud and the level
of our retention efforts.



During the year ended December 31, 2019, we activated approximately 1.348
million gross new DISH TV subscribers compared to approximately 1.114 million
gross new DISH TV subscribers during the same period in 2018, an increase of
21.0%. The increase in gross new DISH TV subscribers resulted from the
effectiveness of our promotions and product offers. Although our gross new DISH
TV subscriber activations increased, our gross new DISH TV subscriber
activations continue to be negatively impacted by stricter customer acquisition
policies for our DISH TV subscribers, including an emphasis on acquiring higher
quality subscribers, and by increased competitive pressures, including
aggressive short term introductory pricing and bundled offers combining
broadband, video and/or wireless services and other discounted promotional
offers; and channel removals.



During September 2017, Hurricane Maria caused extraordinary damage in Puerto
Rico and the U.S. Virgin Islands, resulting in a widespread loss of power and
infrastructure. Given the devastation and loss of power, substantially all
customers in those areas were unable to receive our service as of September 30,
2017. In an effort to ensure customers would not be charged for services they
were unable to receive, we proactively paused service for those customers.
Accordingly, we removed approximately 145,000 subscribers, representing all of
our subscribers in Puerto Rico and the U.S. Virgin Islands, from our ending
Pay-TV subscriber count as of September 30, 2017. During the fourth quarter
2017, 75,000 of these customers reactivated.  During the year ended December 31,
2018, 31,000 of these customers reactivated. We incurred certain costs in
connection with the re-activation of these returning subscribers, and
accordingly, these returning customers were recorded as gross new DISH TV
subscriber activations with the corresponding costs recorded in "Subscriber
acquisition costs" on our Consolidated Statements of Operations and
Comprehensive Income (Loss) and/or in "Purchases of property and equipment" on
our Consolidated Statements of Cash Flows.





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We cannot predict with any certainty the impact to our net Pay-TV subscriber
additions, gross new DISH TV subscriber activations, and DISH TV subscriber
churn rate resulting from programming interruptions or threatened programming
interruptions that may occur in the future. As a result, we may at times suffer
from periods of lower net Pay-TV subscriber additions or higher net Pay-TV
subscriber losses.



We have not always met our own standards for performing high-quality
installations, effectively resolving subscriber issues when they arise,
answering subscriber calls in an acceptable timeframe, effectively communicating
with our subscriber base, reducing calls driven by the complexity of our
business, improving the reliability of certain systems and subscriber equipment
and aligning the interests of certain independent third-party retailers and
installers to provide high-quality service. Most of these factors have affected
both gross new DISH TV subscriber activations as well as DISH TV subscriber
churn rate. Our future gross new DISH TV subscriber activations and our DISH TV
subscriber churn rate may be negatively impacted by these factors, which could
in turn adversely affect our revenue.



Subscriber-related revenue. "Subscriber-related revenue" totaled $12.616 billion
for the year ended December 31, 2019, a decrease of $840 million or 6.2%
compared to the same period in 2018. The decrease in "Subscriber-related
revenue" compared to the same period in 2018 was primarily related to a lower
average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU
discussed below. We expect these trends in "Subscriber-related revenue" to
continue.



Pay-TV ARPU. Pay-TV ARPU was $85.92 during the year ended December 31, 2019
versus $85.46 during the same period in 2018. The $0.46 or 0.5% increase in
Pay-TV ARPU was primarily attributable to the DISH TV programming package price
increases in the first quarter 2019 and 2018 and Sling TV programming package
price increases in the third quarter 2018. The increases were partially offset
by an increase in Sling TV subscribers as a percentage of our total Pay-TV
subscriber base and a decrease in revenue related to premium channels. Sling TV
subscribers on average purchase lower priced programming services than DISH TV
subscribers, and therefore, the increase in Sling TV subscribers had a negative
impact on Pay-TV ARPU.  We expect this trend to continue.



Subscriber-related expenses. "Subscriber-related expenses" totaled $7.870
billion during the year ended December 31, 2019, a decrease of $675 million or
7.9% compared to the same period in 2018. The decrease in "Subscriber-related
expenses" was primarily attributable to a lower average Pay-TV subscriber base
and lower programming costs per subscriber. Programming costs per subscriber
during the year ended December 31, 2019 decreased due to AT&T and Fox RSN's
removal of certain of their channels from our programming lineup. This decrease
was partially offset by rate increases in certain of our programming contracts,
including the renewal of certain contracts at higher rates, particularly for
local broadcast channels. "Subscriber-related expenses" represented 62.4% and
63.5% of "Subscriber-related revenue" during the years ended December 31, 2019
and 2018, respectively.



In the normal course of business, we enter into contracts to purchase
programming content in which our payment obligations are generally contingent on
the number of Pay-TV subscribers to whom we provide the respective content. Our
"Subscriber-related expenses" have and will continue to face further upward
pressure from price increases and the renewal of long-term programming contracts
on less favorable pricing terms. In addition, our programming expenses will
increase to the extent we are successful in growing our Pay-TV subscriber base.



Satellite and transmission expenses. "Satellite and transmission expenses"
totaled $448 million during the year ended December 31, 2019, a decrease of $129
million or 22.3% compared to the same period in 2018. This decrease primarily
resulted from the reduction of expense associated with the transfer of certain
assets to us pursuant to the Master Transaction Agreement. See Note 1 in the
Notes to our Consolidated Financial Statements in this Annual Report on Form
10-K for further information.



Subscriber acquisition costs. "Subscriber acquisition costs" totaled $995
million for the year ended December 31, 2019, an increase of $225 million or
29.3% compared to the same period in 2018. This change was primarily
attributable to higher gross new DISH TV subscriber activations and the increase
in DISH TV SAC, discussed below.



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DISH TV SAC. DISH TV SAC was $822 during the year ended December 31, 2019
compared to $759 during the same period in 2018, an increase of $63 or 8.3%.
This change was primarily attributable to an increase in hardware, advertising
and installation costs per activation.  The increase in hardware and
installation costs resulted from our emphasis on acquiring higher quality
subscribers who activate with higher priced receivers, such as the Hopper 3, and
a lower percentage of remanufactured receivers being activated on new subscriber
accounts. In addition, the year ended December 31, 2018 were positively impacted
by the reactivation of certain subscribers in Puerto Rico related to Hurricane
Maria. The expenses we incurred for these reactivations were lower on a per
subscriber basis than those incurred for the remaining gross new DISH TV
subscriber activations during the year ended December 31, 2019.



During the years ended December 31, 2019 and 2018, the amount of equipment
capitalized under our lease program for new DISH TV subscribers totaled $191
million and $120 million, respectively. This increase in capital expenditures
resulted from higher gross new DISH TV subscriber activations, discussed above,
and our emphasis on acquiring higher quality subscribers who activate with
higher priced receivers, such as the Hopper 3, and a lower percentage of
remanufactured receivers being activated on new subscriber accounts.

To remain competitive, we upgrade or replace subscriber equipment periodically as technology changes, and the costs associated with these upgrades may be substantial. To the extent technological changes render a portion of our existing equipment obsolete, we would be unable to redeploy all returned equipment and consequently would realize less benefit from the DISH TV SAC reduction associated with redeployment of that returned lease equipment.

Our "Subscriber acquisition costs" and "DISH TV SAC" may materially increase in
the future to the extent that we, among other things, transition to newer
technologies, introduce more aggressive promotions, or provide greater equipment
subsidies. See further information under "Liquidity and Capital Resources -
Subscriber Acquisition and Retention Costs."



General and administrative expenses. "General and administrative expenses"
totaled $793 million during the year ended December 31, 2019, a $68 million or
9.4% increase compared to the same period in 2018. This increase was primarily
driven by an increase in legal fees and an increase in expense related to
supporting our wireless projects. The year ended December 31, 2018 was
positively impacted by the reimbursement of legal fees during 2018.



Depreciation and amortization. "Depreciation and amortization" expense totaled
$631 million during the year ended December 31, 2019, an $81 million or 11.4%
decrease compared to the same period in 2018. This change was primarily driven
by a decrease in depreciation expense from equipment leased to new and existing
DISH TV subscribers, partially offset by an increase in depreciation expense
associated with the transfer of certain assets to us pursuant to the Master
Transaction Agreement.



Earnings before interest, taxes, depreciation and amortization. EBITDA was
$2.428 billion during the year ended December 31, 2019, a decrease of $363
million or 13.0% compared to the same period in 2018. The decrease in EBITDA was
primarily attributable to the changes in operating income discussed above,
excluding the change in "Depreciation and amortization."  The following table
reconciles EBITDA to the accompanying financial statements.





                                                     For the Years Ended December 31,
                                                        2019                  2018
                                                              (In thousands)
EBITDA                                            $       2,427,920     $       2,791,046
Interest, net                                                53,527                29,753

Income tax (provision) benefit, net                       (451,358)        

(533,684)

Depreciation and amortization                             (630,577)        

(712,024)

Net income (loss) attributable to DISH Network $ 1,399,512 $

    1,575,091







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EBITDA is not a measure determined in accordance with accounting principles
generally accepted in the United States ("GAAP") and should not be considered a
substitute for operating income, net income or any other measure determined in
accordance with GAAP. EBITDA is used as a measurement of operating efficiency
and overall financial performance and we believe it to be a helpful measure for
those evaluating companies in the pay-TV industry. Conceptually, EBITDA measures
the amount of income generated each period that could be used to service debt,
pay taxes and fund capital expenditures. EBITDA should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with GAAP.



Income tax (provision) benefit, net. Our income tax provision was $451 million
during the year ended December 31, 2019, a decrease of $82 million compared to
the same period in 2018. The decrease in the provision was primarily related to
a decrease in "Income (loss) before income taxes."



For discussion of the results of operations for the year ended December 31, 2018
compared to the year ended December 31, 2017, see "Results of Operations - Year
Ended December 31, 2018 Compared to the Year Ended December 31, 2017" in our
2018 Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

Cash, Cash Equivalents and Current Marketable Investment Securities

We consider all liquid investments purchased within 90 days of their maturity to
be cash equivalents. See Note 6 in the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K for further information regarding
our marketable investment securities. As of December 31, 2019, our cash, cash
equivalents and current marketable investment securities totaled $2.860 billion
compared to $2.069 billion as of December 31, 2018, an increase of $791 million.
This increase in cash, cash equivalents and current marketable investment
securities primarily resulted from cash generated from operating activities of
$2.662 billion and net proceeds related to the stock rights offering of $998
million, partially offset by capital expenditures of $1.482 billion (including
capitalized interest related to FCC authorizations) and the redemption and
repurchases of our 7 7/8% Senior Notes due 2019 with an aggregate principal

balance of $1.317 billion.



Debt Maturity

Our 4 5/8% Senior Notes with an aggregate principal balance of $900 million were redeemed on July 17, 2017.

During 2017 and 2018, we repurchased $174 million and $57 million, respectively,
of our 4 1/4% Senior Notes due 2018 in open market trades. The remaining balance
of $969 million were redeemed on April 2, 2018.



During the year ended December 31, 2018 and 2019, we repurchased $83 million and
$22 million, respectively, of our 7 7/8% Senior Notes due 2019 in open market
trades. The remaining balance of $1.295 billion was redeemed on September 3,
2019.

Our 5 1/8% Senior Notes with an aggregate principal balance of $1.1 billion mature on May 1, 2020. We will either fund this obligation from cash and marketable investment securities balances at that time or, depending on market conditions, we may refinance this obligation in whole or in part.

Stock Rights Offering



During November 2019, we launched a rights offering pursuant to which we
distributed transferable subscription rights pro rata to holders of record of
our Class A and B common stock, and outstanding convertible notes (based on the
applicable conversion ratio for those notes as of the record date) on November
17, 2019.  The subscription rights entitled the holder to acquire newly-issued
shares of our Class A common stock at a subscription price of $33.52 per share.



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Upon completion of the rights offering on December 13, 2019, we raised approximately $1 billion and issued 29,834,992 shares of DISH's Class A common stock.

Cash Flow

The following discussion highlights our cash flow activities during the years ended December 31, 2019, 2018 and 2017.

Cash flows from operating activities. We typically reinvest the cash flow from
operating activities in our business primarily to grow our subscriber base,
expand our infrastructure, make strategic investments, such as significant
investments in wireless, including commercialization of our wireless spectrum,
and repay debt obligations. For the years ended December 31, 2019, 2018 and
2017, we reported "Net cash flows from operating activities" of $2.662 billion,
$2.518 billion and $2.780 billion, respectively.



Net cash flows from operating activities from 2018 to 2019 increased $144
million, primarily attributable to an increase in cash flows resulting from
changes in operating assets and liabilities principally attributable to timing
differences between book expense and cash payments, including taxes. This
increase was partially offset by a $463 million decrease in income adjusted to
exclude non-cash charges for "Realized and unrealized losses (gains) on
investments," "Depreciation and amortization" expense, and "Deferred tax expense
(benefit)."



Net cash flows from operating activities from 2017 to 2018 decreased $262
million, primarily attributable to a decrease in cash flows resulting from
changes in operating assets and liabilities principally attributable to timing
differences between book expense and cash payments, including income taxes. This
decrease was partially offset by a $267 million increase in income adjusted to
exclude non-cash charges for "Realized and unrealized losses (gains) on
investments," "Depreciation and amortization" expense, "Impairment of long-lived
assets" and "Deferred tax expense (benefit)."



Cash flows from investing activities. Our investing activities generally include
purchases and sales of marketable investment securities, acquisitions, strategic
investments, including purchases and settlements of derivative financial
instruments, and purchases of wireless spectrum licenses, capital expenditures
and capitalized interest. For the years ended December 31, 2019, 2018 and 2017,
we reported outflows from "Net cash flows from investing activities" of $718
million, $1.975 billion and $6.522 billion, respectively.



During the years ended December 31, 2019, 2018 and 2017, capital expenditures
for new and existing DISH TV customer equipment totaled $280 million, $226
million and $259 million, respectively. The increase in 2019 for new and
existing DISH TV customer equipment primarily resulted from higher gross new
DISH TV subscriber activations.



The year ended December 31, 2019 was impacted by cash outflows primarily related
to capital expenditures of $1.482 billion (including $901 million of capitalized
interest related to FCC authorizations) and cash inflows related to $770 million
in net sales of marketable investment securities.



The year ended December 31, 2018 was impacted by cash outflows primarily related
to capital expenditures of $1.317 billion (including $923 million of capitalized
interest related to FCC authorizations) and $674 million in net purchases of
marketable investment securities.



The year ended December 31, 2017 was impacted by cash outflows primarily related
to a $4.711 billion payment to the FCC for the 600 MHz Licenses, capital
expenditures of $1.385 billion (including $953 million of capitalized interest
related to FCC authorizations) and $360 million in net purchases of marketable
investment securities.



Cash flows from financing activities. Our financing activities generally include
net proceeds related to the issuance of equity and long-term and convertible
debt, cash used for the repurchase, redemption or payment of long-term debt and
finance lease obligations, and repurchases of our Class A common stock. For the
years ended December 31, 2019, 2018 and 2017, we reported outflows from "Net
cash flows from financing activities" of $328 million, $1.135 billion and $103
million, respectively.



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The net cash outflows in 2019 primarily related to the redemption and repurchases of our 7 7/8% Senior Notes due 2019 with an aggregate principal balance of $1.317 billion, partially offset by net proceeds related to the stock rights offering of $998 million.

The net cash outflows in 2018 primarily related to the redemption and repurchases of our 4 1/4% Senior Notes due 2018 with an aggregate principal balance of $1.026 billion and $82 million of repurchases of our 7 7/8% Senior Notes due 2019 in open market trades.

The net cash outflows in 2017 primarily related to the redemption of our 4 5/8%
Senior Notes with an aggregate principal balance of $900 million and the $174
million repurchases of our 4 1/4% Senior Notes due 2018 in open market trades,
partially offset by approximately $994 million in net proceeds from the issuance
of the Convertible Notes due 2024.



Free Cash Flow

We define free cash flow as "Net cash flows from operating activities" less
"Purchases of property and equipment," and "Capitalized interest related to FCC
authorizations," as shown on our Consolidated Statements of Cash Flows. We
believe free cash flow is an important liquidity metric because it measures,
during a given period, the amount of cash generated that is available to repay
debt obligations, make investments (including strategic wireless investments),
fund acquisitions and for certain other activities. Free cash flow is not a
measure determined in accordance with GAAP and should not be considered a
substitute for "Operating income," "Net income," "Net cash flows from operating
activities" or any other measure determined in accordance with GAAP. Since free
cash flow includes investments in operating assets, we believe this non-GAAP
liquidity measure is useful in addition to the most directly comparable GAAP
measure "Net cash flows from operating activities."



Free cash flow can be significantly impacted from period to period by changes in
"Net income (loss)" adjusted to exclude certain non-cash charges, operating
assets and liabilities, "Purchases of property and equipment," and "Capitalized
interest related to FCC authorizations." These items are shown in the "Net cash
flows from operating activities" and "Net cash flows from investing activities"
sections on our Consolidated Statements of Cash Flows included herein. Operating
asset and liability balances can fluctuate significantly from period to period
and there can be no assurance that free cash flow will not be negatively
impacted by material changes in operating assets and liabilities in future
periods, since these changes depend upon, among other things, management's
timing of payments and control of inventory levels, and cash receipts. In
addition to fluctuations resulting from changes in operating assets and
liabilities, free cash flow can vary significantly from period to period
depending upon, among other things, net Pay-TV subscriber additions (losses),
subscriber revenue, DISH TV subscriber churn, subscriber acquisition and
retention costs including amounts capitalized under our equipment lease programs
for DISH TV subscribers, operating efficiencies, increases or decreases in
purchases of property and equipment, expenditures related to the
commercialization of our wireless spectrum and other factors.



The following table reconciles free cash flow to "Net cash flows from operating
activities."




                                                          For the Years Ended December 31,
                                                         2019           2018           2017
                                                                   (In thousands)
Free cash flow                                        $ 1,179,953    $ 1,201,144    $ 1,394,214
Add back:
Purchases of property and equipment (including
capitalized interest related to FCC
authorizations)                                         1,482,448      1,316,697      1,385,293
Net cash flows from operating activities              $ 2,662,401    $ 2,517,841    $ 2,779,507



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Operational Liquidity

We make general investments in property such as satellites, set-top boxes,
information technology and facilities that support our overall Pay-TV business.
We also will need to make significant additional investments or partner with
others to, among other things, commercialize, build-out, and integrate our
wireless spectrum licenses and related assets. Moreover, since we are primarily
a subscriber-based company, we also make subscriber-specific investments to
acquire new subscribers and retain existing subscribers. While the general
investments may be deferred without impacting the business in the short-term,
the subscriber-specific investments are less discretionary. Our overall
objective is to generate sufficient cash flow over the life of each subscriber
to provide an adequate return against the upfront investment. Once the upfront
investment has been made for each subscriber, the subsequent cash flow is
generally positive, but there can be no assurances that over time we will recoup
or earn a return on the upfront investment.



There are a number of factors that impact our future cash flow compared to the
cash flow we generate at a given point in time. The first factor is our DISH TV
churn rate and how successful we are at retaining our current Pay-TV
subscribers. To the extent we lose Pay-TV subscribers from our existing base,
the positive cash flow from that base is correspondingly reduced. The second
factor is how successful we are at maintaining our subscriber-related margins.
To the extent our "Subscriber-related expenses" grow faster than our
"Subscriber-related revenue," the amount of cash flow that is generated per
existing subscriber is reduced. Our subscriber-related margins have been reduced
by, among other things, a shift to lower priced Pay-TV programming packages and
higher programming costs. The third factor is the rate at which we acquire new
subscribers. The faster we acquire new subscribers, the more our positive
ongoing cash flow from existing subscribers is offset by the negative upfront
cash flow associated with acquiring new subscribers. Conversely, the slower we
acquire subscribers, the more our operating cash flow is enhanced in that
period. Finally, our future cash flow is impacted by the rate at which we make
general investments (including significant investments in wireless), incur
expenditures related to the commercialization of our wireless licenses
(including any expenditures associated with the deployment of our wireless
networks), incur litigation expense, and any cash flow from financing
activities. Declines in our Pay-TV subscriber base and subscriber
related-margins continue to negatively impact our cash flow, and there can be no
assurances that these declines will not continue.



Subscriber Base

We lost approximately 336,000 net Pay-TV subscribers during the year ended
December 31, 2019 compared to the loss of approximately 920,000 net Pay-TV
subscribers during the same period in 2018. The decrease in net Pay-TV
subscriber losses during the year ended December 31, 2019 resulted from fewer
net DISH TV subscriber losses, partially offset by fewer net Sling TV subscriber
additions. Our net Pay-TV subscriber losses during the years ended December 31,
2019 and 2018 were negatively impacted by Univision, AT&T and Fox RSNs' removal
of certain of their channels from our DISH TV and Sling TV programming lineup.
On March 26, 2019, we and Univision signed a new programming carriage contract
which restored certain Univision channels to our DISH TV programming lineup.  In
August 2019, Sinclair Broadcast Group acquired the Fox RSNs. We lost
approximately 511,000 net DISH TV subscribers during the year ended December 31,
2019 compared to the loss of approximately 1.125 million net DISH TV subscribers
during the same period in 2018. This decrease in net DISH TV subscriber losses
primarily resulted from a lower DISH TV churn rate and higher gross new DISH TV
subscriber activations. We added approximately 175,000 net Sling TV subscribers
during the year ended December 31, 2019 compared to the addition of
approximately 205,000 net Sling TV subscribers during the same period in 2018.
This decrease in net Sling TV subscriber additions is primarily related to
increased competition, including competition from other OTT service providers,
and to a higher number of customer disconnects on a larger Sling TV subscriber
base, including the impact from Univision, AT&T and Fox RSNs' removal of certain
of their channels from our programming lineup. See "Results of Operations"

above
for further information.





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Subscriber Acquisition and Retention Costs

We incur significant upfront costs to acquire subscribers, including
advertising, independent third-party retailer incentives, payments made to
third-parties, equipment subsidies, installation services, and/or new customer
promotions. While we attempt to recoup these upfront costs over the lives of
their subscription, there can be no assurance that we will be successful in
achieving that objective. With respect to our DISH TV services, we employ
business rules such as minimum credit requirements for prospective customers and
contractual commitments to receive service for a minimum term. We strive to
provide outstanding customer service to increase the likelihood of customers
keeping their Pay-TV services over longer periods of time. Subscriber
acquisition costs for Sling TV subscribers are significantly lower than those
for DISH TV subscribers. Our subscriber acquisition costs may vary significantly
from period to period.



We incur significant costs to retain our existing DISH TV subscribers, mostly as
a result of upgrading their equipment to next generation receivers, primarily
including our Hopper receivers, and by providing retention credits. As with our
subscriber acquisition costs, our retention upgrade spending includes the cost
of equipment and installation services. In certain circumstances, we also offer
programming at no additional charge and/or promotional pricing for limited
periods to existing customers in exchange for a contractual commitment to
receive service for a minimum term. A component of our retention efforts
includes the installation of equipment for customers who move. Our DISH TV
subscriber retention costs may vary significantly from period to period.



Seasonality

Historically, the first half of the year generally produces fewer gross new DISH
TV subscriber activations than the second half of the year, as is typical in the
pay-TV industry. In addition, the first and fourth quarters generally produce a
lower DISH TV churn rate than the second and third quarters. However, in recent
years, as the pay-TV industry has matured, we and our competitors increasingly
must seek to attract a greater proportion of new subscribers from each other's
existing subscriber bases rather than from first-time purchasers of pay-TV
services. As a result, historical trends in seasonality described above may not
be indicative of future trends. Our net Sling TV subscriber additions are
impacted by, among other things, certain major sporting events and other major
television events. We expect our new Sling TV subscriber additions to
potentially demonstrate seasonality patterns as our Sling TV services become
more established. We expect to be able to assess the seasonality patterns once
we have a longer subscriber history.



Satellites

Operation of our DISH TV services requires that we have adequate satellite
transmission capacity for the programming that we offer. Moreover, current
competitive conditions require that we continue to expand our offering of new
programming. While we generally have had in-orbit satellite capacity sufficient
to transmit our existing channels and some backup capacity to recover the
transmission of certain critical programming, our backup capacity is limited. In
the event of a failure or loss of any of our owned or leased satellites, we may
need to acquire or lease additional satellite capacity or relocate one of our
other satellites and use it as a replacement for the failed or lost satellite.
Such a failure could result in a prolonged loss of critical programming or a
significant delay in our plans to expand programming as necessary to remain
competitive and cause us to expend a significant portion of our cash to acquire
or lease additional satellite capacity.





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Security Systems



Increases in theft of our signal or our competitors' signals could, in addition
to reducing gross new subscriber activations, also cause subscriber churn to
increase. We use Security Access Devices in our DBS receiver systems to control
access to authorized programming content. Furthermore, for our Sling TV
services, we encrypt programming content and use digital rights management
software to, among other things, prevent unauthorized access to our programming
content. Our signal encryption has been compromised in the past and may be
compromised in the future even though we continue to respond with significant
investment in security measures, such as Security Access Device replacement
programs and updates in security software, that are intended to make signal
theft more difficult. It has been our prior experience that security measures
may only be effective for short periods of time or not at all and that we remain
susceptible to additional signal theft. We expect that future replacements of
Security Access Devices may be necessary to keep our system secure. We cannot
ensure that we will be successful in reducing or controlling theft of our
programming content and we may incur additional costs in the future if our
system's security is compromised.



Stock Repurchases



Our Board of Directors previously authorized stock repurchases of up to $1.0
billion of our outstanding Class A common stock. On October 28, 2019, our Board
of Directors extended this authorization such that we are currently authorized
to repurchase up to $1.0 billion of our outstanding Class A common stock through
and including December 31, 2020. As of December 31, 2019, we may repurchase up
to $1.0 billion under this program. During the years ended December 31, 2019,
2018 and 2017, there were no repurchases of our Class A common stock.

Covenants and Restrictions Related to our Long-Term Debt

We are subject to the covenants and restrictions set forth in the indentures
related to our long-term debt. In particular, the indentures related to our
outstanding senior notes issued by DISH DBS Corporation ("DISH DBS") contain
restrictive covenants that, among other things, impose limitations on the
ability of DISH DBS and its restricted subsidiaries to: (i) incur additional
indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay
dividends or make distributions on DISH DBS' capital stock or repurchase DISH
DBS' capital stock; (iv) make certain investments; (v) create liens; (vi) enter
into certain transactions with affiliates; (vii) merge or consolidate with
another company; and (viii) transfer or sell assets. Should we fail to comply
with these covenants, all or a portion of the debt under the senior notes and
our other long-term debt could become immediately payable. The senior notes also
provide that the debt may be required to be prepaid if certain change-in-control
events occur. In addition, the 3 3/8% Convertible Notes due 2026 (the
"Convertible Notes due 2026") and the 2 3/8% Convertible Notes due 2024 (the
"Convertible Notes due 2024," and collectively with the Convertible Notes due
2026, the "Convertible Notes") provide that, if a "fundamental change" (as
defined in the related indenture) occurs, holders may require us to repurchase
for cash all or part of their Convertible Notes. As of the date of filing of
this Annual Report on Form 10-K, we and DISH DBS were in compliance with the
covenants and restrictions related to our respective long-term debt.



Other



We are also vulnerable to fraud, particularly in the acquisition of new
subscribers. While we are addressing the impact of subscriber fraud through a
number of actions, there can be no assurance that we will not continue to
experience fraud, which could impact our subscriber growth and churn. Economic
weakness may create greater incentive for signal theft, piracy and subscriber
fraud, which could lead to higher subscriber churn and reduced revenue.





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Obligations and Future Capital Requirements

Contractual Obligations and Off-Balance Sheet Arrangements

As of December 31, 2019, future maturities of our long-term debt, finance lease and contractual obligations are summarized as follows:

                                                                 Payments due by period
                            Total           2020           2021           2022           2023           2024        Thereafter
                                                                     (In thousands)
Long-term debt
obligations              $ 14,670,946    $ 1,109,873    $ 2,008,318    $ 2,008,753    $ 1,508,891    $ 3,007,233    $ 5,027,878
Interest expense on
long-term debt              3,309,472        759,167        662,545        594,867        438,519        387,489        466,885
Finance lease
obligations (1)               233,199         61,493         67,911         38,993         35,478         29,324              -
Interest expense on
finance lease
obligations (1)                50,201         19,341         14,699          9,314          5,464          1,383              -
Satellite-related and
other obligations (2)         187,426         59,578         55,928         31,856         22,918         17,146              -
Operating lease
obligations (1)               151,473         62,331         47,496         23,746          9,392          5,682          2,826
Purchase obligations        1,284,396      1,243,081         29,284         12,031              -              -              -
Total                    $ 19,887,113    $ 3,314,864    $ 2,886,181    $ 2,719,560    $ 2,020,662    $ 3,448,257    $ 5,497,589

See Note 9 in the Notes to our Consolidated Financial Statements in this

(1) Annual Report on Form 10-K for further information on leases and the adoption

of ASC 842.

(2) Represents obligations for satellite related executory costs, telemetry,

     tracking and control ("TT&C") services and short-term leases.

In certain circumstances the dates on which we are obligated to make these
payments could be delayed. These amounts will increase to the extent that we
procure launch and/or in-orbit insurance on our owned satellites or contract for
the construction, launch or lease of additional satellites.



The table above does not include $674 million of liabilities associated with
unrecognized tax benefits that were accrued, as discussed in Note 11 in the
Notes to our Consolidated Financial Statements in this Annual Report on
Form 10-K, and are included on our Consolidated Balance Sheets as of
December 31, 2019. We do not expect any portion of this amount to be paid or
settled within the next twelve months.



The table above does not include all potential expenses we expect to incur for
our wireless projects including, among other things, our plan to deploy a
narrowband IoT network or our 5G Network Deployment. We currently expect
expenditures for our wireless projects to be between $250 million and $500
million during 2020, excluding capitalized interest. We currently expect
expenditures for our 5G Network Deployment to be approximately $10 billion,
excluding capitalized interest. See Note 15 in the Notes to our Consolidated
Financial Statements in this Annual Report on Form 10-K for further information.

We generally do not engage in off-balance sheet financing activities.

Satellite Insurance

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

or
lost satellite.



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Purchase Obligations

Our 2020 purchase obligations primarily consist of binding purchase orders for
certain fixed contractual commitments to purchase programming content, receiver
systems and related equipment, broadband equipment, digital broadcast
operations, transmission costs, streaming delivery technology and
infrastructure, engineering services, and other products and services related to
the operation of our Pay-TV services. In addition, our 2020 purchase obligations
also include equipment related to the network deployment for our wireless
business. Our purchase obligations can fluctuate significantly from period to
period due to, among other things, management's timing of payments and inventory
purchases as well as expenditures related to our wireless projects and 5G
Network Deployment, and can materially impact our future operating asset and
liability balances, and our future working capital requirements.



Programming Contracts



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

Future Capital Requirements

We expect to fund our future working capital, capital expenditures and debt
service requirements from cash generated from operations, existing cash, cash
equivalents and marketable investment securities balances, and cash generated
through raising additional capital. We will need to make significant additional
investments to, among other things, commercialize, build-out, and integrate our
wireless spectrum licenses and related assets. The amount of capital required to
fund our future working capital and capital expenditure needs varies, depending
on, among other things, the rate at which we deploy our 5G network and the rate
at which we acquire new subscribers and the cost of subscriber acquisition and
retention, including capitalized costs associated with our new and existing
subscriber equipment lease programs.

Certain of our capital expenditures for 2020 are expected to be driven by the rate at which we deploy our 5G network as well as costs associated with subscriber premises equipment. These expenditures are necessary for the deployment of our 5G network as well as to operate and maintain our DISH TV services. Consequently, we consider them to be non-discretionary.

Our capital expenditures vary depending on the number of satellites leased or
under construction at any point in time and could increase materially as a
result of increased competition, significant satellite failures, or economic
weakness and uncertainty. Our DISH TV subscriber base has been declining and
there can be no assurance that our DISH TV subscriber base will not continue to
decline and that the pace of such decline will not accelerate. In the event that
our DISH TV subscriber base continues to decline, it will have a material
adverse long-term effect on our cash flow. In addition, the rulings in the
Telemarketing litigation requiring us to pay up to an aggregate amount of $280
million and imposing certain injunctive relief against us, if upheld, would have
a material adverse effect on our cash, cash equivalents and marketable
investment securities balances and our business operations. In addition, we
expect to incur capital expenditures in 2020 related to the commercialization of
our existing wireless spectrum licenses, including capital expenditures
associated with our wireless projects and 5G Network Deployment, and potential
purchase of additional wireless spectrum licenses, discussed below. The amount
of capital required will also depend on the levels of investment necessary to
support potential strategic initiatives that may arise from time to time. These
factors, including a reduction in our available future cash flows, could require
that we raise additional capital in the future.



Volatility in the financial markets has made it more difficult at times for
issuers of high-yield indebtedness, such as us, to access capital markets at
acceptable terms. These developments may have a significant effect on our cost
of financing and our liquidity position.



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Sprint Asset Acquisition



Asset Purchase Agreement

On July 26, 2019, we entered into the APA with the Sellers, sometimes referred to as NTM.

Pursuant to the APA, after the consummation of the Sprint-TMUS merger and at the
closing of the transaction, NTM will sell to us and we will acquire from NTM
certain assets and liabilities associated with the Prepaid Business for an
aggregate purchase price of $1.4 billion. Under the Proposed Final Judgment (as
defined below), TMUS is required to divest the Prepaid Business to us no later
than the latest of (i) 15 days after TMUS has enabled us to provision any new or
existing customers of the Prepaid Business holding a compatible handset device
onto the NTM network, (ii) the first business day of the month following the
later of the consummation of the Sprint-TMUS merger or the receipt of approvals
for the Prepaid Business Sale, and (iii) five days after the entry of the Final
Judgment (as defined below) by the District Court (as defined below). We expect
to fund the purchase price with cash on hand or other available sources of
liquidity.



At the closing of the Prepaid Business Sale, we and NTM will enter into the TSA,
the MNSA, the Option Agreement, and the Spectrum Purchase Agreement for an
additional approximately $3.59 billion. See Note 15 "Commitments and
Contingencies - Commitments - Sprint Asset Acquisition" in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K for further
information.

Agreement with the DOJ: The Stipulation and Order and the Proposed Final Judgment

In connection with the Prepaid Business Sale and the consummation of the
Sprint-TMUS merger, we, TMUS, Sprint, DT and SoftBank agreed with the DOJ on
certain key terms relating to the Transaction Agreements and our wireless
service business and spectrum. On July 26, 2019, the "Defendants entered into
the Stipulation and Order with the DOJ binding the Defendants to the "Proposed
Final Judgment which memorialized the agreement between the DOJ and the
Defendants. The Stipulation and Order and the Proposed Final Judgment were filed
in the "District Court on July 26, 2019. Certain of the provisions of the
Stipulation and Order and the Proposed Final Judgment are also reflected in the
terms of the Transaction Agreements. In addition to the terms reflected in the
Transaction Agreements, the Stipulation and Order and the Proposed Final
Judgment provide for other rights and obligations of the Sellers and us,
including the following:

For a period of one year after the closing of the Prepaid Business Sale, if we

determine that certain assets not included in the divestiture were previously

? used by the Prepaid Business and are reasonably necessary for the continued

competitiveness of the Prepaid Business, subject to certain carve-outs, we may

request that such assets be transferred to us, which the DOJ can approve or

deny in its sole discretion.

? Within one year of the closing of the Prepaid Business Sale, we will be

required to offer nationwide postpaid retail mobile wireless service.

NTM must take all actions required to enable us to provision any new or

? existing customer with a compatible handset onto the NTM network within 90 days

of the entry of the Final Judgment.

If we elect not to purchase the 800 MHz licenses pursuant to the Spectrum

Purchase Agreement, we must pay $360 million (equal to 10% of the Spectrum

? Purchase Agreement purchase price) to the United States. However, we will not

be required to make such payment if we have deployed a core network and offered

5G service to at least 20% of the U.S. population within three years of the

   closing of the Prepaid Business Sale.






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If we buy the 800 MHz spectrum pursuant to the Spectrum Purchase Agreement but

fail to deploy all of the 800 MHz spectrum licenses for use in the provision of

retail mobile wireless services by the expiration of the Final Judgment (as

? described below), the DOJ may require us to forfeit to the FCC any of the 800

MHz licenses for spectrum that are not being used to provide retail mobile

wireless services, unless we are already providing nationwide retail wireless

service.

We and NTM must negotiate in good faith to reach an agreement for NTM to lease

some or all of our 600 MHz spectrum licenses for deployment to retail consumers

by NTM. We and NTM must report on the status of the negotiations within 90 days

? after the filing of the Final Judgment. If no agreement has been reached by 180

days following the filing of the Final Judgement, the DOJ may resolve any

dispute in its sole discretion, provided that such resolution must be on

commercially reasonable terms to both parties.

? We and NTM must agree to support eSIM technology on smartphones.

The Sellers must introduce the suppliers and distributors of the Prepaid

? Business to us and the Sellers may not interfere in our negotiations with such

   suppliers and distributors.


   On the first day of the fiscal quarter following the entry of the Final

Judgment and of each 180-day period thereafter, we will be obligated to provide

the DOJ with a description of our deployment efforts over the prior quarter

including: (i) the number of towers and small cells deployed, (ii) the spectrum

? bands on which we have deployed equipment, (iii) progress in obtaining devices

that operate on our spectrum frequencies, (iv) POPs coverage of our network,

(v) the number of our mobile wireless subscriptions, (vi) the amount of traffic

transmitted to our subscribers using our network and using NTM's network, and

(vii) whether there are or have been any efforts by NTM to interfere with our

efforts to deploy and operate our network.

We cannot sell, lease or otherwise provide the right to use any of the divested

assets to any national facilities-based mobile wireless provider and may not

? sell any of the divested assets or similar assets back to TMUS during the term

of the Final Judgment (as described below), except that we may lease back to

NTM up to 4 MHz of the 800 MHz spectrum we will acquire (as discussed above).

We must comply with the 2023 AWS-4, Lower 700 MHz E Block, AWS H Block, and

nationwide 5G broadband network build-out commitments made to the FCC, subject

? to verification by the FCC (as described below). If we fail to comply with such

build-out commitments, we could face civil contempt in addition to the

substantial voluntary contributions and license forfeitures described below if

   we fail to meet the June 14, 2023 commitments (as described below).




Upon the signing of the Stipulation and Order and the Proposed Final Judgment by
the District Court, the Sellers will be permitted by the DOJ to consummate the
Sprint-TMUS merger (subject to any additional closing conditions related
thereto). The Proposed Final Judgment is subject to the procedures of the
Antitrust Procedures and Penalties Act, pursuant to which, following a 60-day
public comment period and other related procedures, the Proposed Final Judgment
as so entered with the District Court will be the Final Judgment. The term of
the Final Judgment will be seven years from the date of its entry with the
District Court or five years if the DOJ gives notice that the divestitures,
build-outs and other requirements have been completed to its satisfaction. A
monitoring trustee has been appointed by the District Court that has the power
and authority to monitor the Defendants' compliance with the Final Judgment and
settle disputes among the Defendants regarding compliance with the provisions of
the Final Judgment and may recommend action to the DOJ in the event a party
fails to comply with the Final Judgment.





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FCC Build-Out Commitments



In a letter filed with the FCC on July 26, 2019, we voluntarily committed to
deploy a nationwide 5G broadband network and meet revised timelines relating to
the build-out of our AWS-4, Lower 700 MHz E Block, AWS H Block and 600 MHz
spectrum assets, subject to certain penalties. Pursuant to these commitments, we
requested multi-year extensions to deploy our AWS-4, Lower 700 MHz E Block, and
AWS H Block spectrum, and we have committed to build out our 600 MHz licenses on
an accelerated schedule to better align with our 5G deployment. We have also
committed to offer 5G broadband service to certain population coverage targets,
along with minimum core network, tower and spectrum use targets, and have waived
our right to deploy any technology of our choice under the FCC's "flexible use"
rules with respect to these spectrum bands. Failure to meet the various
commitments would require us to pay voluntary contributions totaling up to $2.2
billion to the FCC and would subject certain licenses in the AWS-4, Lower 700
MHz E Block, and AWS H Block spectrum to forfeiture. We have also agreed not to
sell our AWS-4 and 600 MHz spectrum for six years without prior DOJ and FCC
approval (unless such sale is part of a change of control of DISH Network).
Additionally, we have agreed not to lease a certain percentage of network
capacity on our AWS-4 and 600 MHz spectrum for six years to the three largest
U.S. wireless carriers (i.e., AT&T, Verizon and NTM), without prior FCC
approval. On November 5, 2019, the FCC released the FCC Merger Order.



Beginning on November 5, 2019, and while the approval of the Sprint-TMUS merger
is pending, the March 7, 2020 build-out deadline for both the AWS-4 and Lower
700 MHz E Block spectrum bands is tolled; however, if the Sprint-TMUS merger is
not consummated, the original deadline will be reinstated with extensions equal
to the length of time the deadline was tolled. Except for the tolling of the
March 2020 deadline, we may not receive the requested buildout extensions unless
and until the Prepaid Business Sale closes.

Our 5G deployment commitments for each of the four spectrum bands are generally as follows:

With respect to the 600 MHz licenses, we committed to offer 5G broadband

service to at least 70% of the U.S. population and to have deployed a core

network no later than June 14, 2023, and to offer 5G broadband service to at

least 75% of the population in each Partial Economic Area (which are service

? areas established by the FCC) no later than June 14, 2025. Note that these

commitments are earlier than the current 600 MHz Final Build-Out Requirement

date of June 2029. See Note 15 "Commitments and Contingencies - Commitments -

Wireless - DISH Network Spectrum" in the Notes to our Consolidated Financial

Statements in this Annual Report on Form 10-K for further information.

With respect to the AWS-4 licenses, we committed to offer 5G broadband service

? to at least 20% of the U.S. population and to have deployed a core network no

later than June 14, 2022, and to offer 5G broadband service to at least 70% of

the U.S. population no later than June 14, 2023.

With respect to the Lower 700 MHz E Block licenses, we committed to offer 5G

broadband service to at least 20% of the U.S. population who are covered by

? such licenses and to have deployed a core network no later than June 14, 2022,

and to offer 5G broadband service to at least 70% of the U.S. population who

are covered by such licenses no later than June 14, 2023.

With respect to the AWS H Block licenses, we committed to offer 5G broadband

? service to at least 20% of the U.S. population and to have deployed a core

network no later than June 14, 2022, and to offer 5G broadband service to at

   least 70% of the U.S. population no later than June 14, 2023.






On June 11, 2019, a number of state attorneys general filed a lawsuit against
TMUS, DT, Sprint, and SoftBank in the Southern District, alleging that the
Sprint-TMUS merger, if consummated, would violate Section 7 of the Clayton Act
and therefore should be enjoined. On February 11, 2020, the Southern District
ruled in favor of the Sprint-TMUS merger. If this decision is appealed by any
state attorneys general, we cannot predict the timing or outcome of any such
appeals process.

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Wireless



Beginning on November 5, 2019, and while the approval of the Sprint-TMUS merger
is pending, the March 7, 2020 build-out deadline for both the AWS-4 and Lower
700 MHz E Block spectrum bands is tolled; however, if the Sprint-TMUS merger is
not consummated, the original deadlines (as discussed in Note 15 "Commitments
and Contingencies - Commitments - Wireless - DISH Network Spectrum" in the Notes
to our Consolidated Financial Statements in this Annual Report on Form 10-K)
would be reinstated with extensions equal to the length of time the deadline was
tolled. During October 2019, we paused work on our narrowband IoT deployment due
to our March 2020 build-out deadlines being tolled. We have issued RFI/Ps to
various vendors in the wireless industry as we move forward with our 5G Network
Deployment.



Since 2008, we have directly invested over $11 billion to acquire certain
wireless spectrum licenses and related assets and made over $10 billion in
non-controlling investments in certain entities, for a total of over $21
billion, as described further below. The $21 billion of investments related to
wireless spectrum licenses described below does not include $5 billion of
capitalized interest related to the carrying value of such licenses.  See Note 2
"Capitalized Interest" in the Notes to our Consolidated Financial Statements in
this Annual Report on Form 10-K for further information on capitalized
interest.



DISH Network Spectrum. We have directly invested over $11 billion to acquire
certain wireless spectrum licenses and related assets. These wireless spectrum
licenses are subject to certain interim and final build-out requirements, as
well as certain renewal requirements. In March 2017, we notified the FCC that we
planned to deploy a narrowband IoT network on certain of these wireless
licenses, which was to be the First Phase. We expected to complete the First
Phase by March 2020, with subsequent phases to be completed thereafter. We have
entered into vendor contracts with multiple parties for, among other things,
base stations, chipsets, modules, tower leases, the core network, RF design, and
deployment services for the First Phase.  Among other things, initial RF design
in connection with the First Phase was complete, we had secured certain tower
sites, and we were in the process of identifying and securing additional tower
sites.  The core network had been installed and commissioned.  We installed the
first base stations on sites in 2018 and were in the process of deploying the
remaining base stations.  During October 2019, we paused work on our narrowband
IoT deployment due to our March 2020 build-out deadlines being tolled as
discussed above.  In addition, we have issued RFI/Ps to various vendors in the
wireless industry as we move forward with our 5G Network Deployment.  We
currently expect expenditures for our wireless projects to be between $250
million and $500 million during 2020, excluding capitalized interest.  We
currently expect expenditures for our 5G Network Deployment to be approximately
$10 billion, excluding capitalized interest. We will need to make significant
additional investments or partner with others to, among other things,
commercialize, build-out, and integrate these licenses and related assets, and
any additional acquired licenses and related assets; and comply with regulations
applicable to such licenses. Depending on the nature and scope of such
commercialization, build-out, integration efforts, and regulatory compliance,
any such investments or partnerships could vary significantly. In addition, as
we consider our options for the commercialization of our wireless spectrum, we
will incur significant additional expenses and will have to make significant
investments related to, among other things, research and development, wireless
testing and wireless network infrastructure. We may also determine that
additional wireless spectrum licenses may be required to commercialize our
wireless business and to compete with other wireless service providers. See Note
2 "Capitalized Interest" and  Note 15 "Commitments and Contingencies -
Commitments - Wireless - DISH Network Spectrum" in the Notes to our Consolidated
Financial Statements in this Annual Report on Form 10-K for further
information.





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DISH Network Non-Controlling Investments in the Northstar Entities and the SNR
Entities Related to AWS-3 Wireless Spectrum Licenses. During 2015, through our
wholly-owned subsidiaries American II and American III, we initially made over
$10 billion in certain non-controlling investments in Northstar Spectrum, the
parent company of Northstar Wireless, and in SNR HoldCo, the parent company of
SNR Wireless, respectively. On October 27, 2015, the FCC granted certain AWS-3
Licenses to Northstar Wireless and to SNR Wireless, respectively, which are
recorded in "FCC authorizations" on our Consolidated Balance Sheets. Under the
applicable accounting guidance in ASC 810, Northstar Spectrum and SNR HoldCo are
considered variable interest entities and, based on the characteristics of the
structure of these entities and in accordance with the applicable accounting
guidance, we consolidate these entities into our financial statements. See Note
2 in the Notes to our Consolidated Financial Statements in this Annual Report on
Form 10-K for further information.



The AWS-3 Licenses are subject to certain interim and final build-out
requirements, as well as certain renewal requirements. The Northstar Entities
and/or the SNR Entities may need to raise significant additional capital in the
future, which may be obtained from third party sources or from us, so that the
Northstar Entities and the SNR Entities may commercialize, build-out and
integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3
Licenses, and make any potential Northstar Re-Auction Payment and SNR Re-Auction
Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature
and scope of such commercialization, build-out, integration efforts, regulatory
compliance, and potential Northstar Re-Auction Payment and SNR Re-Auction
Payment, any loans, equity contributions or partnerships could vary
significantly. See Note 15 "Commitments and Contingencies - Commitments -
Wireless - DISH Network Non-Controlling Investments in the Northstar Entities
and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses" in the Notes
to our Consolidated Financial Statements in this Annual Report on Form 10-K

for
further information.



We may need to raise significant additional capital in the future to fund the
efforts described above, which may not be available on acceptable terms or at
all. There can be no assurance that we, the Northstar Entities and/or the SNR
Entities will be able to develop and implement business models that will realize
a return on these wireless spectrum licenses or that we, the Northstar Entities
and/or the SNR Entities will be able to profitably deploy the assets represented
by these wireless spectrum licenses, which may affect the carrying amount of
these assets and our future financial condition or results of operations. See
Note 15 "Commitments and Contingencies - Commitments - Wireless" in the Notes to
our Consolidated Financial Statements in this Annual Report on Form 10-K for
further information.

Availability of Credit and Effect on Liquidity

The ability to raise capital has generally existed for us despite economic
weakness and uncertainty. While modest fluctuations in the cost of capital will
not likely impact our current operational plans, significant fluctuations could
have a material adverse effect on our business, results of operations and
financial condition.

Critical Accounting Estimates

The preparation of the consolidated financial statements in conformity with GAAP
requires management to make estimates, judgments and assumptions that affect
amounts reported therein. Management bases its estimates, judgments and
assumptions on historical experience and on various other factors that are
believed to be reasonable under the circumstances. Actual results may differ
from previously estimated amounts, and such differences may be material to our
consolidated financial statements. Estimates and assumptions are reviewed
periodically, and the effects of revisions are reflected prospectively in the
period they occur. The following represent what we believe are the critical
accounting policies that may involve a high degree of estimation, judgment and
complexity. For a summary of our significant accounting policies, including
those discussed below, see Note 2 in the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K.



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Long-Lived Assets



Valuation of long-lived assets. We review our long-lived assets and identifiable
finite-lived intangible assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For assets which are held and used in operations, the asset would
be impaired if the carrying amount of the asset (or asset group) exceeded its
undiscounted future net cash flows. Once an impairment is determined, the actual
impairment recognized is the difference between the carrying amount and the fair
value as estimated using one of the following approaches: income, cost and/or
market. The carrying amount of a long-lived asset or asset group is considered
impaired when the anticipated undiscounted cash flows from such asset or asset
group is less than its carrying amount. In that event, a loss is recorded in
"Impairment of long-lived assets" on our Consolidated Statements of Operations
and Comprehensive Income (Loss) based on the amount by which the carrying amount
exceeds the fair value of the long-lived asset or asset group. Fair value, using
the income approach, is determined primarily using a discounted cash flow model
that uses the estimated cash flows associated with the asset or asset group
under review, discounted at a rate commensurate with the risk involved. Fair
value, utilizing the cost approach, is determined based on the replacement cost
of the asset reduced for, among other things, depreciation and obsolescence.
Fair value, utilizing the market approach, benchmarks the fair value against the
carrying amount. See Note 8 in the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K. Assets which are to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell. We currently evaluate our DBS satellite fleet for impairment as one asset
group whenever events or changes in circumstances indicate that its carrying
amount may not be recoverable.

Valuation of intangible assets with indefinite lives. We evaluate the carrying
amount of intangible assets with indefinite lives annually, and also when events
and circumstances warrant.



DBS Licenses. We combine all of our indefinite-lived DBS licenses that we
currently utilize or plan to utilize in the future into a single unit of
accounting. For 2019, 2018 and 2017, management performed a qualitative
assessment to determine whether it is more likely than not that the fair value
of the DBS licenses exceeds its carrying amount. In our assessment, we
considered several factors, including, among others, overall financial
performance, industry and market considerations, and relevant company specific
events. In contemplating all factors in their totality, we concluded that it is
more likely than not that the fair value of the DBS licenses exceeds its
carrying amount. As such, no further analysis was required.



Wireless Spectrum Licenses. We currently combine our 600 MHz, 700 MHz, AWS-4 and
H Block wireless spectrum licenses and the Northstar Licenses and SNR Licenses
into a single unit of accounting. In 2019, management performed a qualitative
assessment to determine whether it is more likely than not that the fair value
of these licenses exceed their carrying amount. In our assessment we considered
several factors, including, among other things, the projected financial
performance of our Wireless segment, the business enterprise value of our
Wireless segment, and market transactions for wireless spectrum licenses
including auction results. In assessing these factors we considered both
macroeconomic conditions and industry and market conditions. In contemplating
all factors in their totality, we concluded that it is more likely than not that
the fair value of these licenses exceed their carrying amount.



In 2018, we assessed these licenses quantitatively. Our quantitative assessment
consisted of both an income approach and a market approach. The income approach
estimated the fair value of these licenses using the "Greenfield" approach. The
Greenfield approach values the licenses by calculating the cash flow generating
potential of a hypothetical start-up company that goes into business with no
assets except the licenses to be valued. A discounted cash flow analysis is used
to estimate what a marketplace participant would be willing to pay to purchase
the aggregated wireless licenses as of the valuation date. The market approach
uses prior transactions including auctions to estimate the fair value of the
licenses. In conducting this quantitative assessment, we determined that the
fair value of these licenses exceeds their carrying amount under both
approaches.



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In 2017, management performed a qualitative assessment to determine whether it
is more likely than not that the fair value of these licenses exceeded their
carrying amount. In our assessment, we considered several qualitative factors,
including, among others, macroeconomic conditions, industry and market
conditions, relevant company specific events, and perception of the market. In
contemplating all factors in their totality, we concluded that it is more likely
than not that the fair value of these licenses exceeded their carrying amount.



During 2019, 2018, and 2017, our multichannel video distribution and data
service ("MVDDS") wireless spectrum licenses were assessed as a single unit of
accounting.  For 2019, management assessed these licenses qualitatively. Our
qualitative assessment focused on recent auction results and historical market
activity. We concluded that it is more likely than not that the fair value of
these licenses exceeded their carrying amount. For 2018 and 2017, management
assessed these licenses quantitatively.  Our quantitative assessment in each
year for these licenses consisted of a market approach.  The market approach
uses prior transactions including auctions to estimate the fair value of the
licenses.  In conducting these quantitative assessments, we determined that the
fair value of these licenses exceeded their carrying amount.



During 2019, our 28 GHz and 24 GHz wireless spectrum licenses were assessed as a
single unit of accounting. These licenses were purchased during the fourth
quarter 2019 through our participation in Auction 101 and Auction 102. For 2019,
management's assessment of the fair value of these licenses was determined

based
on the auction results.

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

Income Taxes



Our income tax policy is to record the estimated future tax effects of temporary
differences between the tax bases of assets and liabilities and amounts reported
in the accompanying consolidated balance sheets, as well as operating loss and
tax credit carryforwards. Determining necessary valuation allowances requires us
to make assessments about the timing of future events, including the probability
of expected future taxable income and available tax planning opportunities. We
periodically evaluate our need for a valuation allowance based on both
historical evidence, including trends, and future expectations in each reporting
period. Any such valuation allowance is recorded in either "Income tax
(provision) benefit, net" on our Consolidated Statements of Operations and
Comprehensive Income (Loss) or "Accumulated other comprehensive income (loss)"
within "Stockholders' equity (deficit)" on our Consolidated Balance Sheets.
Future performance could have a significant effect on the realization of tax
benefits, or reversals of valuation allowances, as reported in our consolidated
results of operations.



Management evaluates the recognition and measurement of uncertain tax positions
based on applicable tax law, regulations, case law, administrative rulings and
pronouncements and the facts and circumstances surrounding the tax position.
Changes in our estimates related to the recognition and measurement of the
amount recorded for uncertain tax positions could result in significant changes
in our "Income tax provision (benefit), net," which could be material to our
consolidated results of operations.



Contingent Liabilities



A significant amount of management judgment is required in determining when, or
if, an accrual should be recorded for a contingency and the amount of such
accrual. Estimates generally are developed in consultation with counsel and are
based on an analysis of potential outcomes. Due to the uncertainty of
determining the likelihood of a future event occurring and the potential
financial statement impact of such an event, it is possible that upon further
development or resolution of a contingent matter, a charge could be recorded in
a future period to "General and administrative expenses" or "Litigation expense"
on our Consolidated Statements of Operations and Comprehensive Income (Loss)
that would be material to our consolidated results of operations and financial
condition.



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Inflation

Inflation has not materially affected our operations during the past three years. We believe that our ability to increase the prices charged for our products and services in future periods will depend primarily on competitive pressures.

Backlog

We do not have any material backlog of our products.

New Accounting Pronouncements

Financial Instruments - Credit Losses. On June 16, 2016, the FASB issued ASU
2016-13 Financial Instruments - Credit Losses, Measurement of Credit Losses on
Financial Instruments ("ASU 2016-13"), which changes the way entities measure
credit losses for most financial assets and certain other instruments that are
not measured at fair value through net earnings. This standard will be effective
for fiscal years beginning after December 15, 2019, including interim periods
within those fiscal years. Early adoption is permitted. We currently expect that
the adoption of ASU 2016-13 will have an immaterial impact on our Consolidated
Financial Statements and related disclosures.



Fair Value Measurement.  On August 28, 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure
Requirements for Fair Value Measurement ("ASU 2018-13"), which modifies the
disclosure requirements on fair value measurements by adding, modifying or
removing certain disclosures.  This standard will be effective for fiscal years
beginning after December 15, 2019, including interim periods within those fiscal
years.  Early adoption is permitted.  Certain disclosures in ASU 2018-13 are
required to be applied on a retrospective basis and others on a prospective
basis.  We currently expect that the adoption of ASU 2018-13 will have an
immaterial impact on our Consolidated Financial Statements and related
disclosures.

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