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

You should read the following management's discussion and analysis of our
financial condition and results of operations together with the condensed
consolidated financial statements and notes to our financial statements included
elsewhere in this Quarterly Report on Form 10-Q. 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" in this Quarterly Report on Form 10-Q, in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020 and in our Annual Report on Form
10-K for the year ended December 31, 2019. Furthermore, such forward-looking
statements speak only as of the date of this Quarterly Report on Form 10-Q, 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.



Financial Highlights

2020 Second Quarter Consolidated Results of Operations and Key Operating Metrics

? Revenue of $3.187 billion

? Net income attributable to DISH Network of $452 million and basic and diluted

earnings per share of common stock of $0.86 and $0.78, respectively

? Loss of approximately 96,000 net Pay-TV subscribers

? Loss of approximately 40,000 net DISH TV subscribers

? Loss of approximately 56,000 net SLING TV subscribers

? Pay-TV ARPU of $92.17

? Gross new DISH TV subscriber activations of approximately 268,000

? DISH TV churn rate of 1.14%

 ? DISH TV SAC of $834




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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Consolidated Financial Condition as of June 30, 2020

? Cash, cash equivalents and current marketable investment securities of $2.630

billion

? Total assets of $33.497 billion

? Total long-term debt and finance lease obligations of $13.059 billion

Business Segments

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

Recent Developments



COVID-19 Update



A novel strain of coronavirus which causes the disease COVID-19 has resulted in
a worldwide health pandemic.  To date, COVID-19 has surfaced in nearly all
regions around the world and resulted in global travel restrictions and business
slowdowns or shutdowns.  The COVID-19 pandemic has also created unanticipated
circumstances and uncertainty, disruption, and significant volatility in the
economic environment generally, which have and may continue to adversely affect
our business operations and may materially and adversely affect our business,
financial condition and results of operations.  As the COVID-19 pandemic
continues, many of our customers are impacted by recommendations and/or mandates
from federal, state, and local authorities to practice social distancing, to
refrain from gathering in groups and, in some areas, to refrain from
non-essential movements outside of their homes. Governmental authorities are
taking various actions in an effort to slow the spread of COVID-19. COVID-19 has
impacted our business, in particular the following areas:

In response to the outbreak and business disruption, first and foremost, we

have prioritized the health and safety of our employees. We have implemented

? increased health and safety practices including, increased use of personal

protective equipment for employees to protect them and our subscribers, and

   temperature checks at certain locations.

With respect to our wireless business, in March we provided access to certain

of our wireless spectrum licenses to AT&T and T-Mobile for no cost for a 60-day

period and NorthStar Wireless and SNR Wireless also provided access to certain

? of their wireless spectrum licenses at no cost to Verizon for a 60-day period.

We extended access to certain wireless licenses for T-Mobile, this agreement

   expired on June 30, 2020. We are continuing our focus on our wireless
   initiatives, including our 5G Network Deployment.




   Our commercial business is impacted as many bars, restaurants, and other

commercial establishments have been and continue to be recommended and/or

? mandated to suspend all non-essential "in-person" business operations. In

addition, airlines and hotels significantly reduced operations as a result of

   government actions and/or related lower consumer demand.




   Beginning in the second half of March 2020, COVID-19 and the related

governmental recommendations and/or mandates created reduced in person selling

? opportunities, and a reduction in customers' willingness to open

direct mail marketing and allow in-home technicians into their homes. As a

   result, we reduced our marketing expenditures and our gross new DISH TV
   subscribers began to decrease.

Our OnTech Smart Services and DISH Smart Home Services brands were impacted as

? in-home installation and support has been impacted by government actions and/or

   related lower consumer demand for these services.




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?Widespread unemployment may impact both our commercial and residential
subscribers' ability to pay for the services they receive and, as a result, we
have increased our allowance for credit losses as a component of "Trade accounts
receivable, net" as of June 30, 2020 on our Condensed Consolidated Balance
Sheets. We continue to monitor the health of our business, including the
potential impact of widespread unemployment on our subscribers' ability to pay
for the services they receive.



?Our supply chain has been impacted by COVID-19, and there have been and could
be additional significant and unanticipated interruptions and/or delays in the
supply of materials and/or equipment across our supply chain, due to, among
other things, surges in COVID-19.  Furthermore, we may not be able to diversify
sources of supply in a timely manner to mitigate these interruptions and/or
delays.  These interruptions and/or delays in our supply chain could have a
material adverse effect on our business, including our pay-TV operations, our
ability to meet our build-out requirement deadlines for our wireless spectrum
licenses and our 5G Network Deployment generally.



?Due to the current economic climate, combined with changing needs of our
customers and how we can best serve them, during the second quarter of 2020, we
made the decision to reevaluate our organization. This included a focused set of
staffing reductions to align our workforce to best serve our Pay-TV customers.



We continue to monitor the rapidly evolving situation and guidance from
international and domestic authorities, including federal, state and local
public health agencies and may take additional actions based on their
recommendations. In these circumstances, there may be developments beyond our
control requiring us to adjust our operating plan. As such, given the dynamic
nature of this situation, we cannot reasonably estimate the impacts of COVID-19
on our financial condition, results of operations or cash flows in the future.



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 given the consummation of the Sprint-TMUS merger,
sometimes referred to as "NTM") to acquire from NTM certain assets and
liabilities associated with Sprint's Boost Mobile and Sprint-branded prepaid
mobile services businesses (the "Prepaid Business") for an aggregate purchase
price of $1.4 billion as adjusted for specific categories of net working capital
on the Closing Date (the "Prepaid Business Sale"). Effective July 1, 2020 (the
"Closing Date"), upon the terms and subject to the conditions set forth in the
APA and in accordance with the Final Judgment (as defined below), we and NTM
completed the Prepaid Business Sale.



Our Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss) for the quarter ending September 30, 2020 will include the results of the
Prepaid Business from the Closing Date forward.  Our Condensed Consolidated
Balance Sheets for the quarter ending September 30, 2020 will include the assets
and liabilities of the Prepaid Business, which will be appraised by a
third-party, and will include various assumptions in determining fair value.
These assets and liabilities may include intangible assets associated with the
MNSA, the Option Agreement, the Spectrum Purchase Agreement, and the TSA, each
as further discussed below.  Pursuant to certain accounting rules, the purchase
price for the acquisition of the Prepaid Business will be adjusted for, among
other things, specific categories of net working capital and certain payments
from third parties.



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In connection with the Prepaid Business Sale and the consummation of the
Sprint-TMUS merger, we, TMUS, Sprint, Deutsche Telekom AG ("DT") and SoftBank
Group Corporation ("SoftBank") came to an agreement with the United States
Department of Justice (the "DOJ") on key terms and approval of the Transaction
Agreements (as defined below) and our wireless service business and spectrum. On
July 26, 2019, we, TMUS, Sprint, DT and SoftBank (collectively, the
"Defendants") entered into a Stipulation and Order (the "Stipulation and Order")
with the DOJ binding the Defendants to a Proposed Final Judgment (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 United States District Court for the District of Columbia (the "District
Court") on July 26, 2019 and on April 1, 2020, the Proposed Final Judgment was
entered with the District Court (the Proposed Final Judgment as so entered with
the District Court, the "Final Judgment") and the Sellers consummated the
Sprint-TMUS merger.



The term of the Final Judgment is 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.



Also in connection with the closing of the Prepaid Business Sale, we and NTM
entered into a transition services agreement under which we will receive certain
transitional services (the "TSA"), a master network services agreement for the
provision of network services by NTM to us (the "MNSA"), an option agreement
entitling us to acquire certain decommissioned cell sites and retail stores of
NTM (the "Option Agreement") and an agreement under which we would purchase all
of Sprint's 800 MHz spectrum licenses, totaling approximately 13.5 MHz of
nationwide wireless spectrum for an additional approximately $3.59 billion (the
"Spectrum Purchase Agreement" and together with the APA, the TSA, the MNSA and
the Option Agreement, the "Transaction Agreements"). See Note 10 "Commitments
and Contingencies - Commitments - Sprint Asset Acquisition" in the Notes to our
Condensed Consolidated Financial Statements for further information on the
Transaction Agreements.

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

Certain of the provisions of the Stipulation and Order and the 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 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 Date, 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 Date, we are required to offer nationwide

postpaid retail mobile wireless service.

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 Date.

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, 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.


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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 Judgment, the DOJ may resolve any

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

commercially reasonable terms to both parties. Since it has been 180 days since

the filing of the Final Judgment, we are waiting a decision from the DOJ.

? 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, 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 June 14, 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 may be subject to civil contempt in

addition to the substantial voluntary contributions and license forfeitures

described below if we fail to meet these commitments (as described below).

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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Upon the FCC issuing its Order effectuating these commitments, our 5G deployment
commitments for each of the four spectrum bands will be generally as set forth
below. We cannot predict with any degree of certainty the timing of the FCC
issuing its Order effectuating these commitments.

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 10 "Commitments and Contingencies - Commitments" in

   the Notes to our Condensed Consolidated Financial Statements 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.




Master Transaction Agreement

On May 19, 2019, we and our wholly-owned subsidiary BSS Merger Sub Inc., ("Merger Sub"), entered into a Master Transaction Agreement (the "Master Transaction Agreement") with EchoStar and EchoStar BSS Corporation, a wholly-owned subsidiary of EchoStar ("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 business segment of EchoStar
that provides broadcast satellite operations and satellite services, as well as
certain related licenses, real estate properties and employees (together, the
"BSS Business") were transferred to Newco (the "Pre-Closing Restructuring");
(ii) EchoStar distributed all outstanding shares of common stock, par value
$0.001 per share, of Newco (such stock, "Newco Common Stock") on a pro rata
basis (the "Distribution"), 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 the consummation of the
Pre-Closing Restructuring and the Distribution, Merger Sub merged with and into
Newco (the "Merger") such that, 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 Condensed Consolidated Balance Sheets. A
significant 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 are no
longer be included in "Operating lease assets," "Other current liabilities" and
"Operating lease liabilities," but rather in "Property and equipment, net" on
our Condensed Consolidated Balance Sheets.



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 (collectively "Pay-TV" services). The
DISH branded pay-TV service consists of, among other things, Federal
Communications Commission ("FCC") licenses authorizing us to use direct
broadcast satellite ("DBS") and Fixed Satellite Service ("FSS") spectrum, our
owned and leased satellites, receiver systems, broadcast operations, customer
service facilities, a leased fiber optic network, in-home service and call
center operations, and certain other assets utilized in our operations ("DISH
TV"). We also design, develop and distribute receiver systems and provide
digital broadcast operations, including satellite uplinking/downlinking,
transmission and other services to third-party pay-TV providers. The SLING
branded pay-TV services consist of, among other things, multichannel,
live-linear streaming over-the-top ("OTT"), Internet-based domestic,
international and Latino video programming services ("SLING TV"). As of June 30,
2020, we had 11.272 million Pay-TV subscribers in the United States, including
9.017 million DISH TV subscribers and 2.255 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.



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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. 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 and 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.



Wireless



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. The $21 billion of investments related to wireless spectrum licenses
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
Condensed Consolidated Financial Statements 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 of our network deployment ("First Phase"). We expected to
complete the First Phase by March 2020, with subsequent phases to be completed
thereafter. In light of, among other things, certain developments related to the
Sprint-TMUS merger, during the first quarter 2020, we determined that the
revision of certain of our build-out deadlines was probable and, therefore, we
no longer intended to complete our narrowband IoT deployment. As a result,
during the first quarter 2020, we impaired certain assets that would not be
utilized in our 5G broadband network deployment ("5G Network Deployment"),
resulting in a $253 million non-cash impairment charge in "Impairment of
long-lived assets" on our Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss).  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.

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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 10 "Commitments and Contingencies - Commitments - Wireless - DISH Network
Spectrum" in the Notes to our Condensed Consolidated Financial Statements 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 Condensed 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 Condensed Consolidated Financial Statements 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 10 "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 Condensed
Consolidated Financial Statements 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 10 "Commitments and Contingencies" in the Notes to our Condensed
Consolidated Financial Statements for further information.



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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.



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.



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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 Pay-TV subscriber base has been declining due to, among other things, the
factors described above. There can be no assurance that our Pay-TV subscriber
base will not continue to decline and that the pace of such decline will not
accelerate. As our Pay-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.



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.



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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.



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.



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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 Condensed
Consolidated Balance Sheets, and then amortized in "Other subscriber acquisition
costs" on our Condensed Consolidated Statements of Operations and Comprehensive
Income (Loss).  See Note 2 in the Notes to our Condensed Consolidated Financial
Statements 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.

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 Condensed Consolidated
Financial Statements 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 Condensed Consolidated Statements of Cash Flows.

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RESULTS OF OPERATIONS



Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30,
2019.




                                                                                   For the Three Months Ended June 30,                  Variance

Statements of Operations Data                                              

           2020                    2019               Amount            %

                                                                                                      (In thousands)
Revenue:

Subscriber-related revenue                                                 

$ 3,149,813 $ 3,162,572 $ (12,759) (0.4) Equipment sales and other revenue

                37,277                  48,740         (11,463)        (23.5)
Total revenue                                                                            3,187,090               3,211,312         (24,222)         (0.8)

Costs and Expenses:
Subscriber-related expenses                                                              1,884,743               2,000,961        (116,218)         (5.8)

% of Subscriber-related revenue                                                               59.8 %                  63.3 %
Satellite and transmission expenses                                                         71,406                 138,008         (66,602)        

(48.3)

% of Subscriber-related revenue                                                                2.3 %                   4.4 %
Cost of sales - equipment and other                                                         29,319                  51,073         (21,754)        

(42.6)

Subscriber acquisition costs                                                               199,724                 238,078         (38,354)        

(16.1)

General and administrative expenses                                        

               212,124                 202,758            9,366           4.6
% of Total revenue                                                                             6.7 %                   6.3 %
Depreciation and amortization                                                              152,124                 149,702            2,422           1.6
Total costs and expenses                                                                 2,549,440               2,780,580        (231,140)         (8.3)

Operating income (loss)                                                                    637,650                 430,732          206,918          48.0

Other Income (Expense):
Interest income                                                                              5,578                  18,476         (12,898)        (69.8)

Interest expense, net of amounts capitalized                               

              (11,494)                 (5,650)          (5,844)             *
Other, net                                                                                      16                   2,832          (2,816)        (99.4)
Total other income (expense)                                                               (5,900)                  15,658         (21,558)             *

Income (loss) before income taxes                                                          631,750                 446,390          185,360          

41.5

Income tax (provision) benefit, net                                        

             (151,344)               (105,824)         (45,520)        (43.0)
Effective tax rate                                                                            24.0 %                  23.7 %
Net income (loss)                                                                          480,406                 340,566          139,840          41.1

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

                28,063                  23,523            4,540          

19.3

Net income (loss) attributable to DISH Network

$ 452,343 $ 317,043 $ 135,300 42.7

Other Data:
Pay-TV subscribers, as of period end (in millions) **                                       11.272                  12.032          (0.760)         

(6.3)

DISH TV subscribers, as of period end (in millions) **                                       9.017                   9.560          (0.543)         

(5.7)

Sling TV subscribers, as of period end (in millions)                                         2.255                   2.472          (0.217)         

(8.8)

Pay-TV subscriber additions (losses), net (in millions)                                    (0.096)                 (0.031)          (0.065)             *
DISH TV subscriber additions (losses), net (in millions)                                   (0.040)                 (0.079)            0.039          

49.4

Sling TV subscriber additions (losses), net (in millions)                  

               (0.056)                   0.048          (0.104)             *
Pay-TV ARPU                                                                     $            92.17      $            86.34     $       5.83           6.8

DISH TV subscriber additions, gross (in millions)                          

                 0.268                   0.348          (0.080)        (23.0)
DISH TV churn rate                                                                            1.14 %                  1.48 %         (0.34) %      (23.0)
DISH TV SAC                                                                     $              834      $              786     $         48           6.1
EBITDA                                                                          $          761,727      $          559,743     $    201,984          36.1

* Percentage is not meaningful.

**During the first quarter 2020, we removed approximately 250,000 subscribers
representing commercial accounts impacted by COVID-19 from our ending Pay-TV
subscriber count.  During the second quarter 2020, 45,000 of these subscribers
came off pause or had temporary rate relief end and are included in our ending
Pay-TV subscriber count as of June 30, 2020. See "Results of Operations - Pay-TV
subscribers" for further information.






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Pay TV subscribers



DISH TV subscribers. We lost approximately 40,000 net DISH TV subscribers during
the three months ended June 30, 2020 compared to the loss of approximately
79,000 net DISH TV subscribers during the same period in 2019. This decrease in
net DISH TV subscriber losses primarily resulted from a lower DISH TV churn
rate, partially offset by lower gross new DISH TV subscriber activations.



SLING TV subscribers. We lost approximately 56,000 net SLING TV subscribers
during the three months ended June 30, 2020 compared to the addition of
approximately 48,000 net SLING TV subscribers during the same period in 2019.
This decrease in net SLING TV subscriber additions was primarily related to
lower SLING TV subscriber activations, increased competition, including
competition from other subscription video on-demand and live-linear OTT service
providers, and delays and cancellations of sporting events as a result of
COVID-19.



DISH TV subscribers, gross. During the three months ended June 30, 2020, we
activated approximately 268,000 gross new DISH TV subscribers compared to
approximately 348,000 gross new DISH TV subscribers during the same period in
2019, a decrease of 23.0%. This decrease in our gross new DISH TV subscriber
activations was primarily related to the impact of COVID-19. Beginning in the
second half of March 2020, COVID-19 and the related governmental recommendations
and/or mandates created reduced in person selling opportunities, and a reduction
in customers' willingness to open direct mail marketing and allow in-home
technicians into their homes as well as delays and cancellations of sporting
events.  As a result, during the second quarter 2020, we reduced our marketing
expenditures and our gross new DISH TV subscribers began to decrease. We
continue to assess the impact of COVID-19 and cannot predict with certainty the
impact to our gross new DISH TV subscribers as a result of, among other things,
higher unemployment and lower discretionary spending and reduced ability to
perform our in-home service operations due to the impact of social distancing.
In addition, 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.



DISH TV churn rate. Our DISH TV churn rate for the three months ended June 30,
2020 was 1.14% compared to 1.48% for the same period in 2019. This decrease
primarily resulted from the positive impact of COVID-19, including, among other
things, the recommendations and/or mandates from federal, state, and local
authorities that customers refrain from non-essential movements outside of their
homes and the resulting increased consumption of our Pay-TV services. In
addition, COVID-19 had a positive impact on competitive pressures due to, among
other things, a reduction in customers' willingness to allow competitors'
technicians into their homes and delays and cancellations of sporting events
that reduced the attractiveness of competitors' promotional offers and services.
We continue to assess the impact of COVID-19 and cannot predict with certainty
the impact to our DISH TV churn rate as a result of, among other things, higher
unemployment and lower discretionary spending and reduced ability to perform our
in-home service operations due to the impact of social distancing. In addition,
this decrease also resulted from our emphasis on acquiring and retaining higher
quality subscribers. 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.







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Beginning in March 2020, several federal, state, and local government agencies
implemented recommendations, guidelines, and orders regarding "social
distancing" in an attempt to slow or stop the spread of COVID-19. As a result of
these actions, many bars, restaurants, and other commercial establishments have
been and continue to be recommended and/or ordered to suspend all non-essential
"in-person" business operations. In addition, airlines and hotels significantly
reduced operations as a result of government actions and/or related lower
consumer demand. In an effort to avoid charging commercial customers for
services in their establishments which are no longer open to the public, we have
paused service or provided temporary rate relief for certain of those commercial
accounts. For certain commercial accounts, each subscription is counted as one
Pay-TV subscriber. For other commercial accounts, as discussed above, 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 Pay-TV subscriber count. During the first
quarter 2020, we removed 250,000 subscribers from our ending Pay-TV subscriber
count for commercial accounts we placed on pause, or received reduced revenue,
or we anticipate the account to disconnect due to COVID-19. During the second
quarter 2020, 45,000 of these subscribers came off pause or had temporary rate
relief end and 17,000 of these subscribers disconnected.



We have not incurred and do not expect to incur any significant expenses in
connection with the return of these commercial accounts and accordingly, these
commercial accounts were added to our ending subscriber count and were not
recorded as gross new Pay-TV subscriber activations. We cannot predict when the
remaining commercial accounts will be able to fully reopen, how many will return
or when they may return to active subscriber status, and there can be no
assurance that they will return. We continue to assess the impact of COVID-19
and cannot predict with certainty the impact to our subscriber base, gross new
DISH TV subscribers and our DISH TV churn rate as a result of, among other
things, higher unemployment and lower discretionary spending and our reduced
ability to perform our in-home service operations due to the impact of social
distancing. As such, given the dynamic nature of this situation, we cannot
reasonably estimate the impacts of COVID-19 on our financial condition and
results of operations.



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 $3.150 billion
for the three months ended June 30, 2020, a decrease of $13 million or 0.4%
compared to the same period in 2019. The decrease in "Subscriber-related
revenue" compared to the same period in 2019 was primarily related to a lower
average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU
discussed below.



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Pay-TV ARPU. Pay-TV ARPU was $92.17 during the three months ended June 30, 2020
versus $86.34 during the same period in 2019. The $5.83 or 6.8% increase in
Pay-TV ARPU was primarily attributable to the DISH TV programming package price
increases in the first quarter 2020 and 2019, the SLING TV programming package
price increases in the first quarter 2020 and fourth quarter 2019, and an
increase in revenue related to pay-per-view and premium channels. In addition,
Pay-TV ARPU for the three months ended June 30, 2020 was positively impacted by
a decrease in SLING TV subscribers as a percentage of our total Pay-TV
subscriber base and fewer commercial accounts compared to the same period in
2019. SLING TV subscribers on average purchase lower priced programming services
than DISH TV subscribers, and therefore, the decrease in SLING TV subscribers
had a positive impact on Pay-TV ARPU.  Commercial accounts have lower Pay-TV
ARPU than residential subscribers, and therefore, the decrease in commercial
accounts had a positive impact on Pay-TV ARPU.



Subscriber-related expenses. "Subscriber-related expenses" totaled $1.885
billion during the three months ended June 30, 2020, a decrease of $116 million
or 5.8% compared to the same period in 2019. The decrease in "Subscriber-related
expenses" was primarily attributable to a lower average Pay-TV subscriber base
and a decrease in variable and retention costs per subscriber. Variable and
retention costs per subscriber decreased due to, among other things, increased
operational efficiencies, including a focused set of staffing reductions, and
fewer customer upgrades. These decreases were partially offset by higher
programming costs per subscriber. Programming costs per subscriber during the
three months ended June 30, 2020 increased due to rate increases in certain of
our programming contracts, including the renewal of certain contracts at higher
rates, particularly for local broadcast channels. This increase was partially
offset by the reduction in programming costs per subscriber related to Fox RSN's
removal of certain of their channels from our programming lineup.
"Subscriber-related expenses" represented 59.8% and 63.3% of "Subscriber-related
revenue" during the three months ended June 30, 2020 and 2019, 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 $71 million during the three months ended June 30, 2020, a decrease of
$67 million or 48.3% compared to the same period in 2019. This decrease resulted
from the reduction of expense associated with the transfer of certain assets to
us pursuant to the Master Transaction Agreement. See Note 13 in the Notes to our
Condensed Consolidated Financial Statements for further information.



Subscriber acquisition costs. "Subscriber acquisition costs" totaled $200
million during the three months ended June 30, 2020, a decrease of $38 million
or 16.1% compared to the same period in 2019. This change was primarily
attributable to lower gross new DISH TV subscriber activations, partially offset
by the increase in DISH TV SAC, discussed below.



DISH TV SAC.  DISH TV SAC was $834 during the three months ended June 30, 2020
compared to $786 during the same period in 2019, an increase of $48 or 6.1%.
This change was primarily attributable to fewer commercial additions compared to
the same period in 2019, which historically have lower DISH TV SAC than
residential activations.

During the three months ended June 30, 2020 and 2019, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $36 million and $43 million, respectively.

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.

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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 $212 million during the three months ended June 30, 2020, a $9 million
or 4.6% increase compared to the same period in 2019. This increase was
primarily driven by an increase in expense related to our wireless projects,
partially offset by cost cutting initiatives in the Pay-TV business, including a
focused set of staffing reductions.



Earnings before interest, taxes, depreciation and amortization.  EBITDA was $762
million during the three months ended June 30, 2020, an increase of $202 million
or 36.1% compared to the same period in 2019. The following table reconciles
EBITDA to the accompanying financial statements.




                                                    For the Three Months Ended
                                                             June 30,
                                                       2020              2019

                                                          (In thousands)
EBITDA                                            $       761,727     $   559,743
Interest, net                                             (5,916)          12,826
Income tax (provision) benefit, net                     (151,344)       

(105,824)

Depreciation and amortization                           (152,124)       

(149,702)

Net income (loss) attributable to DISH Network $ 452,343 $ 317,043

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 $151 million
during the three months ended June 30, 2020, an increase of $46 million compared
to the same period in 2019. The increase in the provision was primarily related
to an increase in "Income (loss) before income taxes."





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Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019.




                                                                                   For the Six Months Ended June 30,             Variance

Statements of Operations Data                                              

          2020                  2019             Amount         %

                                                                                                    (In thousands)
Revenue:

Subscriber-related revenue                                                 

$ 6,315,854 $ 6,310,342 $ 5,512 0.1 Equipment sales and other revenue

               88,625                88,114            511       0.6
Total revenue                                                                           6,404,479             6,398,456          6,023       0.1

Costs and Expenses:
Subscriber-related expenses                                                             3,845,409             4,005,968      (160,559)     (4.0)

% of Subscriber-related revenue                                                              60.9   %              63.5  %
Satellite and transmission expenses                                                       146,258               277,509      (131,251)    (47.3)
% of Subscriber-related revenue                                                               2.3   %               4.4  %
Cost of sales - equipment and other                                                        71,029                91,457       (20,428)    (22.3)
Subscriber acquisition costs                                                              453,597               431,977         21,620       5.0
General and administrative expenses                                        

              431,096               401,672         29,424       7.3
% of Total revenue                                                                            6.7   %               6.3  %
Depreciation and amortization                                                             318,944               302,841         16,103       5.3

Impairment of long-lived assets (Note 8)                                   

              356,418                     -        356,418         *
Total costs and expenses                                                                5,622,751             5,511,424        111,327       2.0

Operating income (loss)                                                                   781,728               887,032      (105,304)    (11.9)

Other Income (Expense):
Interest income                                                                            19,794                33,643       (13,849)    (41.2)

Interest expense, net of amounts capitalized                               

             (27,100)              (11,571)       (15,529)         *
Other, net                                                                                  1,608                11,920       (10,312)    (86.5)
Total other income (expense)                                                              (5,698)                33,992       (39,690)         *

Income (loss) before income taxes                                                         776,030               921,024      (144,994)    (15.7)
Income tax (provision) benefit, net                                        

            (196,350)             (219,159)         22,809      10.4
Effective tax rate                                                                           25.3   %              23.8  %
Net income (loss)                                                                         579,680               701,865      (122,185)    (17.4)

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

               54,238                45,061          9,177      20.4
Net income (loss) attributable to DISH Network

$ 525,442 $ 656,804 $ (131,362) (20.0)

Other Data:
Pay-TV subscribers, as of period end (in millions) **                                      11.272                12.032        (0.760)     (6.3)
DISH TV subscribers, as of period end (in millions) **                                      9.017                 9.560        (0.543)     (5.7)
Sling TV subscribers, as of period end (in millions)                                        2.255                 2.472        (0.217)     (8.8)
Pay-TV subscriber additions (losses), net (in millions) **                                (0.509)               (0.290)        (0.219)    (75.5)
DISH TV subscriber additions (losses), net (in millions) **                               (0.172)               (0.345)          0.173      50.1
Sling TV subscriber additions (losses), net (in millions)                                 (0.337)                 0.055        (0.392)         *
Pay-TV ARPU                                                                     $           90.43     $           85.68    $      4.75       5.5
DISH TV subscriber additions, gross (in millions)                          

                0.567                 0.591        (0.024)     (4.1)
DISH TV churn rate **                                                                        1.34 %                1.61 %       (0.27) %  (16.8)
DISH TV SAC                                                                     $             849     $             803    $        46       5.7
EBITDA                                                                          $       1,048,042     $       1,156,732    $ (108,690)     (9.4)

* Percentage is not meaningful.

**During the first quarter 2020, we removed approximately 250,000 subscribers
representing commercial accounts impacted by COVID-19 from our ending Pay-TV
subscriber count.  During the second quarter 2020, 45,000 of these subscribers
came off pause or had temporary rate relief end and are included in our ending
Pay-TV subscriber count as of June 30, 2020. The effect of the removal of these
250,000 subscribers as of March 31, 2020 and the addition of these 45,000
subscribers as of June 30, 2020 was excluded from the calculation of our gross
new Pay-TV subscriber activations, net Pay-TV subscriber additions/losses and
Pay-TV churn rate for the six months ended June 30, 2020.  See "Results of
Operations - Pay-TV subscribers" for further information.




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Pay TV subscribers

DISH TV subscribers. We lost approximately 172,000 net DISH TV subscribers
during the six months ended June 30, 2020 compared to the loss of approximately
345,000 net DISH TV subscribers during the same period in 2019. This decrease in
net DISH TV subscriber losses primarily resulted from a lower DISH TV churn
rate, partially offset by lower gross new DISH TV subscriber activations.



SLING TV subscribers. We lost approximately 337,000 net SLING TV subscribers
during the six months ended June 30, 2020 compared to the addition of
approximately 55,000 net SLING TV subscribers during the same period in 2019.
This decrease in net SLING TV subscriber additions was primarily related to
lower SLING TV subscriber activations, increased competition, including
competition from other subscription video on-demand and live-linear OTT service
providers, and delays and cancellations of sporting events as a result of
COVID-19.



DISH TV subscribers, gross. During the six months ended June 30, 2020, we
activated approximately 567,000 gross new DISH TV subscribers compared to
approximately 591,000 gross new DISH TV subscribers during the same period in
2019, a decrease of 4.1%. This decrease in our gross new DISH TV subscriber
activations was primarily related to the impact of COVID-19. Beginning in the
second half of March 2020, COVID-19 and the related governmental recommendations
and/or mandates created reduced in person selling opportunities, and a reduction
in customers' willingness to open direct mail marketing and allow in-home
technicians into their homes as well as delays and cancellations of sporting
events.  As a result, during the first and second quarter 2020, we reduced our
marketing expenditures and our gross new DISH TV subscribers began to decrease.
We continue to assess the impact of COVID-19 and cannot predict with certainty
the impact to our gross new DISH TV subscribers as a result of, among other
things, higher unemployment and lower discretionary spending and reduced ability
to perform our in-home service operations due to the impact of social
distancing. In addition, 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.



DISH TV churn rate. Our DISH TV churn rate for the six months ended June 30,
2020 was 1.34% compared to 1.61% for the same period in 2019. This decrease
primarily resulted from the positive impact of COVID-19, including, among other
things, the recommendations and/or mandates from federal, state, and local
authorities that customers refrain from non-essential movements outside of their
homes and the resulting increased consumption of our Pay-TV services. In
addition, COVID-19 had a positive impact on competitive pressures due to, among
other things, a reduction in customers' willingness to allow competitors'
technicians into their homes and delays and cancellations of sporting events
that reduced the attractiveness of competitors' promotional offers and services.
Furthermore, our DISH TV churn rate for the six months ended June 30, 2019 was
negatively impacted by Univision's removal of certain of their channels from our
programming lineup. We continue to assess the impact of COVID-19 and cannot
predict with certainty the impact to our DISH TV churn rate as a result of,
among other things, higher unemployment and lower discretionary spending and
reduced ability to perform our in-home service operations due to the impact of
social distancing. In addition, this decrease also resulted from our emphasis on
acquiring and retaining higher quality subscribers. 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.





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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Beginning in March 2020, several federal, state, and local government agencies
implemented recommendations, guidelines, and orders regarding "social
distancing" in an attempt to slow or stop the spread of COVID-19. As a result of
these actions, many bars, restaurants, and other commercial establishments have
been and continue to be recommended and/or ordered to suspend all non-essential
"in-person" business operations. In addition, airlines and hotels significantly
reduced operations as a result of government actions and/or related lower
consumer demand. In an effort to avoid charging commercial customers for
services in their establishments which are no longer open to the public, we have
paused service or provided temporary rate relief for certain of those commercial
accounts. For certain commercial accounts, each subscription is counted as one
Pay-TV subscriber. For other commercial accounts, as discussed above, 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 Pay-TV subscriber count. During the first
quarter 2020, we removed 250,000 subscribers from our ending Pay-TV subscriber
count for commercial accounts we placed on pause, or received reduced revenue,
or we anticipate the account to disconnect due to COVID-19. During the second
quarter 2020, 45,000 of these subscribers came off pause or had temporary rate
relief end and 17,000 of these subscribers disconnected.



While our ending Pay-TV subscriber count as of June 30, 2020 was adjusted for
the removal of 250,000 commercial subscribers and the addition of 45,000
commercial subscribers, discussed above, gross new Pay-TV subscriber
activations, net Pay-TV subscriber additions/losses and Pay-TV churn rate for
the six months ended June 30, 2020 were not adjusted. We have not incurred and
do not expect to incur any significant expenses in connection with the return of
these commercial accounts and accordingly, these commercial accounts were added
to our ending subscriber count and were not recorded as gross new Pay-TV
subscriber activations. We cannot predict when the remaining commercial accounts
will be able to fully reopen, how many will return or when they may return to
active subscriber status, and there can be no assurance that they will return.
We continue to assess the impact of COVID-19 and cannot predict with certainty
the impact to our subscriber base, gross new DISH TV subscribers and our DISH TV
churn rate as a result of, among other things, higher unemployment and lower
discretionary spending and our reduced ability to perform our in-home service
operations due to the impact of social distancing. As such, given the dynamic
nature of this situation, we cannot reasonably estimate the impacts of COVID-19
on our financial condition and results of operations.



Subscriber-related revenue. "Subscriber-related revenue" totaled $6.316 billion
for the six months ended June 30, 2020, an increase of $6 million or 0.1%
compared to the same period in 2019. The increase in "Subscriber-related
revenue" compared to the same period in 2019 was primarily related to an
increase in Pay-TV ARPU discussed below, partially offset by a lower average
Pay-TV subscriber base.



Pay-TV ARPU. Pay-TV ARPU was $90.43 during the six months ended June 30, 2020
versus $85.68 during the same period in 2019. The $4.75 or 5.5% increase in
Pay-TV ARPU was primarily attributable to the DISH TV programming package price
increases in the first quarter 2020 and 2019, the SLING TV programming package
price increases in the first quarter 2020 and fourth quarter 2019 and fewer
commercial accounts compared to the same period in 2019, which have lower Pay-TV
ARPU than residential subscribers.





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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Subscriber-related expenses. "Subscriber-related expenses" totaled $3.845
billion during the six months ended June 30, 2020, a decrease of $161 million or
4.0% compared to the same period in 2019. The decrease in "Subscriber-related
expenses" was primarily attributable to a lower average Pay-TV subscriber base
and a decrease in variable and retention costs per subscriber. Variable and
retention costs per subscriber decreased due to, among other things, increased
operational efficiencies, including a focused set of staffing reductions, and
fewer customer upgrades. These decreases were partially offset by higher
programming costs per subscriber. Programming costs per subscriber during the
six months ended June 30, 2020 increased due to rate increases in certain of our
programming contracts, including the renewal of certain contracts at higher
rates, particularly for local broadcast channels. This increase was partially
offset by the reduction in programming costs per subscriber related to Fox RSN's
removal of certain of their channels from our programming lineup. In addition,
the six months ended June 30, 2020 was negatively impacted by the $21 million
increase in allowance for credit losses as a result of COVID-19.
"Subscriber-related expenses" represented 60.9% and 63.5% of "Subscriber-related
revenue" during the six months ended June 30, 2020 and 2019, respectively.



Satellite and transmission expenses. "Satellite and transmission expenses"
totaled $146 million during the six months ended June 30, 2020, a decrease of
$131 million or 47.3% compared to the same period in 2019. This decrease
resulted from the reduction of expense associated with the transfer of certain
assets to us pursuant to the Master Transaction Agreement. See Note 13 in the
Notes to our Condensed Consolidated Financial Statements for further
information.



Subscriber acquisition costs. "Subscriber acquisition costs" totaled $454
million during the six months ended June 30, 2020, an increase of $22 million or
5.0% compared to the same period in 2019. This change was primarily attributable
to the increase in DISH TV SAC, discussed below, partially offset by lower gross
new DISH TV subscriber activations.



DISH TV SAC.  DISH TV SAC was $849 during the six months ended June 30, 2020
compared to $803 during the same period in 2019, an increase of $46 or 5.7%.
This change was primarily attributable to fewer commercial additions compared to
the same period in 2019, which historically have lower DISH TV SAC than
residential activations, and an increase in advertising costs.

During the six months ended June 30, 2020 and 2019, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $71 million and $77 million, respectively.

General and administrative expenses. "General and administrative expenses"
totaled $431 million during the six months ended June 30, 2020, a $29 million or
7.3% increase compared to the same period in 2019. This increase was primarily
driven by an increase in expense related to our wireless projects, partially
offset by cost cutting initiatives in the Pay-TV business, including a focused
set of staffing reductions.

Impairment of long-lived assets. "Impairment of long-lived assets" of $356
million during the six months ended June 30, 2020 resulted from impairments of
the T1 satellite and D1 satellites, as well as certain wireless equipment and
operating lease assets related to our narrowband IoT deployment which we no
longer intend to complete. See Note 2 in the Notes to our Condensed Consolidated
Financial Statements for further information.





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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Earnings before interest, taxes, depreciation and amortization.  EBITDA was
$1.048 billion during the six months ended June 30, 2020, a decrease of $109
million or 9.4% compared to the same period in 2019. EBITDA for six months ended
June 30, 2020 was negatively impacted by "Impairment of long-lived assets" of
$356 million. The following table reconciles EBITDA to the accompanying
financial statements.




                                                    For the Six Months Ended
                                                            June 30,
                                                       2020            2019

                                                           (In thousands)
EBITDA                                            $    1,048,042    $ 1,156,732
Interest, net                                            (7,306)         22,072
Income tax (provision) benefit, net                    (196,350)      

(219,159)

Depreciation and amortization                          (318,944)      

(302,841)

Net income (loss) attributable to DISH Network $ 525,442 $ 656,804

EBITDA is not a measure determined in accordance with 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 $196 million
during the six months ended June 30, 2020, a decrease of $23 million compared to
the same period in 2019. The decrease in the provision was primarily related to
a decrease in "Income (loss) before income taxes," partially offset by an
increase in our effective tax rate.





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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 5 in the Notes to our Condensed Consolidated
Financial Statements for further information regarding our marketable investment
securities. As of June 30, 2020, our cash, cash equivalents and current
marketable investment securities totaled $2.630 billion compared to $2.860
billion as of December 31, 2019, a decrease of $230 million. This decrease in
cash, cash equivalents and current marketable investment securities primarily
resulted from cash used for the redemption of our 5 1/8% Senior Notes due 2020
with an aggregate principal balance of $1.1 billion, capital expenditures of
$600 million (including capitalized interest related to FCC authorizations), and
a $135 million payment to the FCC for the 37 GHz, 39 GHZ and 47 GHz Licenses,
partially offset by cash generated from operating activities of $1.711 billion.



Cash Flow

The following discussion highlights our cash flow activities during the six months ended June 30, 2020.

Cash flows from operating activities

For the six months ended June 30, 2020, we reported "Net cash flows from
operating activities" of $1.711 billion primarily attributable to $1.377 billion
of "Net income (loss)" adjusted to exclude the non-cash items for "Depreciation
and amortization" expense, "Impairment of long-lived assets" and "Deferred tax
expense (benefit)." In addition, "Net cash flows from operating activities" was
impacted by the timing difference between book expense and cash payments,
including income taxes.

Cash flows from investing activities

For the six months ended June 30, 2020, we reported outflows from "Net cash
flows from investing activities" of $438 million primarily related to capital
expenditures of $600 million (including capitalized interest related to FCC
authorizations) and a $135 million payment to the FCC for the 37 GHz, 39 GHZ and
47 GHz Licenses, partially offset by $375 million in net sales of marketable
investment securities. The capital expenditures included $403 million of
capitalized interest related to FCC authorizations, $99 million for new and
existing DISH TV subscriber equipment and $98 million of other corporate capital
expenditures.

Cash flows from financing activities

For the six months ended June 30, 2020, we reported outflows from "Net cash flows from financing activities" of $1.126 billion primarily related to the redemption of our 5 1/8% Senior Notes due 2020 with an aggregate principal balance of $1.1 billion.

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 Condensed 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."



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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 Condensed 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 Six Months Ended
                                                                        June 30,
                                                                   2020            2019

                                                                     (In thousands)
Free cash flow                                                $    1,110,667    $   618,913
Add back:
Purchases of property and equipment (including capitalized
interest related to FCC authorizations)                              600,229        727,406
Net cash flows from operating activities                      $    1,710,896    $ 1,346,319



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.





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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

DISH TV subscribers. We lost approximately 172,000 net DISH TV subscribers
during the six months ended June 30, 2020 compared to the loss of approximately
345,000 net DISH TV subscribers during the same period in 2019. This decrease in
net DISH TV subscriber losses primarily resulted from a lower DISH TV churn
rate, partially offset by lower gross new DISH TV subscriber activations.



SLING TV subscribers. We lost approximately 337,000 net SLING TV subscribers
during the six months ended June 30, 2020 compared to the addition of
approximately 55,000 net SLING TV subscribers during the same period in 2019.
This decrease in net SLING TV subscriber additions was primarily related to
lower SLING TV subscriber activations, increased competition, including
competition from other subscription video on-demand and live-linear OTT service
providers, and delays and cancellations of sporting events as a result of
COVID-19.

See "Results of Operations" above for further information.

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.



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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. Due to the COVID-19 pandemic the historical trends discussed
above, for both gross new DISH TV subscriber activations and net SLING TV
subscriber additions, may not be indicative of future trends.



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.



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.





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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 Quarterly Report on Form 10-Q, 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.

Obligations and 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, for which we
have filed a petition for rehearing and rehearing en banc, if upheld, would have
a material adverse effect on our cash, cash equivalents and marketable
investment securities balances and our business operations. Furthermore, the
Northstar and SNR Operative Agreements, as amended, provide for, among other
things, the SNR Put Right and the Northstar Put Right for a purchase price that
equals the equity contribution to Northstar Spectrum and SNR HoldCo,
respectively, plus a fixed annual rate of return. As of June 30, 2020, Northstar
Manager's ownership interest in Northstar Spectrum and SNR Management's
ownership interest in SNR HoldCo was $606 million, recorded as "Redeemable
noncontrolling interests" on our Condensed Consolidated Balance Sheets.



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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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.



Sprint Asset Acquisition



Asset Purchase Agreement



On July 26, 2019, we entered into the APA with the Sellers, sometimes referred
to as NTM, to acquire from NTM certain assets and liabilities associated with
the Prepaid Business for an aggregate purchase price of $1.4 billion as adjusted
for specific categories of net working capital. Effective on the Closing Date,
upon the terms and subject to the conditions set forth in the APA and in
accordance with the Final Judgment, we and NTM completed the Prepaid Business
Sale.



Our Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss) for the quarter ending September 30, 2020 will include the results of the
Prepaid Business from the Closing Date forward.  Our Condensed Consolidated
Balance Sheets for the quarter ending September 30, 2020 will include the assets
and liabilities of the Prepaid Business, which will be appraised by a
third-party, and will include various assumptions in determining fair value.
These assets and liabilities may include intangible assets associated with the
MNSA, the Option Agreement, the Spectrum Purchase Agreement, and the TSA, each
as further discussed below.  Pursuant to certain accounting rules, the purchase
price for the acquisition of the Prepaid Business will be adjusted for, among
other things, specific categories of net working capital and certain payments
from third parties.



In connection with the Prepaid Business Sale and the consummation of the
Sprint-TMUS merger, we, TMUS, Sprint, DT and SoftBank came to an agreement with
the DOJ on key terms and approval of 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 and on April 1, 2020, the Final Judgment was
entered with the District Court and the Sellers consummated the Sprint-TMUS
merger.



The term of the Final Judgment is 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.



Also in connection with the closing of the Prepaid Business Sale, we and NTM
entered into the TSA, the MNSA, the Option Agreement, and the Spectrum Purchase
Agreement for an additional approximately $3.59 billion. See Note 10
"Commitments and Contingencies - Commitments - Sprint Asset Acquisition" in the
Notes to our Condensed Consolidated Financial Statements for further information
on the Transaction Agreements.



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

Certain of the provisions of the Stipulation and Order and the 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 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 Date, 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 Date, we are required to offer nationwide

postpaid retail mobile wireless service.

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 Date.

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, 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 Judgment, the DOJ may resolve any

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

commercially reasonable terms to both parties. Since it has been 180 days since

the filing of the Final Judgment, we are waiting a decision from the DOJ.

? 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, except that we may lease back to NTM up to 4 MHz of the

   800 MHz spectrum we will acquire (as discussed above).






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   We must comply with the June 14, 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 may be subject to civil contempt in

addition to the substantial voluntary contributions and license forfeitures

described below if we fail to meet these commitments (as described below).

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.



Upon the FCC issuing its Order effectuating these commitments, our 5G deployment
commitments for each of the four spectrum bands will be generally as set forth
below. We cannot predict with any degree of certainty the timing of the FCC
issuing its Order effectuating these commitments.

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 10 "Commitments and Contingencies - Commitments" in

   the Notes to our Condensed Consolidated Financial Statements 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.






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Wireless



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. The $21 billion of investments related to wireless spectrum licenses
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
Condensed Consolidated Financial Statements 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. In light of, among other things,
certain developments related to the Sprint-TMUS merger, during the first quarter
2020, we determined that the revision of certain of our build-out deadlines was
probable and, therefore, we no longer intended to complete our narrowband IoT
deployment. As a result, during the first quarter 2020, we impaired certain
assets that would not be utilized in our 5G Network Deployment, resulting in a
$253 million non-cash impairment charge in "Impairment of long-lived assets" on
our Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss).  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 10 "Commitments and Contingencies - Commitments - Wireless - DISH Network
Spectrum" in the Notes to our Condensed Consolidated Financial Statements 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 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
Condensed 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 Condensed
Consolidated Financial Statements for further information.



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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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 10 "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 Condensed Consolidated Financial Statements 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 10 "Commitments and Contingencies - Commitments - Wireless" in the Notes to
our Condensed Consolidated Financial Statements 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.

Debt Issuances and Maturity

Our 5 1/8% Senior Notes with an aggregate principal balance of $1.1 billion were redeemed on May 1, 2020.

Our 6 3/4% Senior Notes due 2021 with an aggregate principal balance of $2.0
billion mature on June 1, 2021. We expect to fund this obligation from cash and
marketable investment securities balances at that time.  But, depending on
market conditions, we may refinance this obligation in whole or in part.



On July 1, 2020, we issued $1.0 billion aggregate principal amount of our 7 3/8%
Senior Notes due July 1, 2028. Interest accrues at an annual rate of 7 3/8% and
is payable semi-annually in cash, in arrears on January 1 and July 1 of each
year, commencing on January 1, 2021.

Off-Balance Sheet Arrangements

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

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