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



Overview



We currently operate two primary business segments, Pay-TV and Wireless. Our
Wireless business segment consists of two business units, Retail Wireless and 5G
Network Deployment.



Our Pay-TV 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 the OTT industry, we market our SLING TV services to consumers who do
not subscribe to traditional satellite and cable pay-TV services, as well as to
current and recent traditional pay-TV subscribers who desire a lower cost
alternative.



Our Retail Wireless business unit offers prepaid and postpaid retail wireless
services to subscribers under our Boost Mobile and Ting Mobile brands, as well
as a competitive portfolio of wireless devices. We offer customers value by
providing choice and flexibility in our wireless services. We offer competitive
consumer plans with no annual service contracts. Our retail wireless business
strategy is to expand our current target segments and profitably grow our
subscriber base by acquiring and retaining high quality subscribers while we
complete our 5G Network Deployment. We intend to acquire high quality
subscribers by providing competitive offers, increased consumer value and
innovative new value-added services that better meet those subscribers' needs
and budget. We intend on retaining those subscribers through compelling new
value-added services and outstanding customer service. As we work to integrate
our retail wireless brands one of our focuses will be to ensure that our Pay-TV
subscribers are aware of the increased value available to them through our
retail wireless brands.



Our 5G Network Deployment business unit strategy is to commercialize our
wireless spectrum licenses through the completion of our 5G Network Deployment.
To that end, we have undertaken several key steps including identifying markets
to build out, making executive and management hires and entering into agreements
with key vendors. For example, on November 16, 2020, we announced a long-term
agreement with Crown Castle pursuant to which Crown Castle will lease us space
on up to 20,000 communication towers.  As part of the agreement, we will also
receive certain fiber transport services and have the option to utilize Crown
Castle for pre-construction services.  During December 2020, we completed a
successful field validation, utilizing our fully-virtualized standalone 5G core
network and the industry's first O-RAN compliant radio.



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Financial Highlights


2020 Consolidated Results of Operations and Key Operating Metrics

? Revenue of $15.493 billion

? Net income attributable to DISH Network of $1.763 billion and basic and diluted

earnings per share of common stock of $3.36 and $3.02, respectively

? Loss of approximately 526,000 net Pay-TV subscribers

? Loss of approximately 408,000 net DISH TV subscribers

? Loss of approximately 118,000 net SLING TV subscribers

? Pay-TV ARPU of $91.77

? Gross new DISH TV subscriber activations of approximately 1.094 million

? DISH TV churn rate of 1.38%

? DISH TV SAC of $851

? Gross new wireless subscriber activations of approximately 2.093 million

? Loss of approximately 575,000 net wireless subscribers




 ? Wireless ARPU of $38.24

Consolidated Financial Condition as of December 31, 2020

? Cash, cash equivalents and current marketable investment securities of $3.733

billion

? Total assets of $38.240 billion

? Total long-term debt and finance lease obligations of $15.702 billion






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 adversely affected, and may continue
to adversely affect, our business operations and could materially and adversely
affect our business, financial condition and results of operations.  As
the COVID-19 pandemic continues, many of our subscribers 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 in 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 through June 30,
   2020.




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   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 and/or

operate at reduced capacity. 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 subscribers' 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 Retail Wireless business unit was impacted as governmental recommendations

? and/or mandates caused temporary retail store closures and reduced in person


   selling opportunities.



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.



Widespread unemployment may impact our 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 December

31, 2020 on our 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 and Retail

Wireless operations, our ability to meet our build-out requirement deadlines

for our wireless spectrum licenses and our 5G Network Deployment generally.

Due to the economic climate, combined with changing needs of our subscribers

? 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 subscribers.






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.



Acquisitions



We accounted for the Boost Mobile Acquisition and Ting Mobile Acquisition as
business combinations. The identifiable assets acquired and liabilities assumed
were recorded at their preliminary fair values as of the acquisition date and
are consolidated into our financial statements. Our Consolidated Statements of
Operations and Comprehensive Income (Loss) includes the results of the Boost
Mobile Acquisition from July 1, 2020 and the Ting Mobile Acquisition from August
1, 2020. See Note 6 in the Notes to our Consolidated Financial Statements in
this Annual Report on Form 10-K for further information.



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Boost Mobile Acquisition



Asset Purchase Agreement. Effective on July 1, 2020, upon the terms and subject
to the conditions set forth in the APA and in accordance with the Final
Judgment, we completed the Boost Mobile Acquisition and DISH Network officially
entered into the retail wireless market, serving more than 9 million customers
under the Boost Mobile brand.



In connection with the Boost Mobile Acquisition and the consummation of the
Sprint-T-Mobile merger, we, T-Mobile, 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.



Ting Mobile Acquisition



On August 1, 2020, we completed the Ting Mobile Acquisition. In addition, we
entered into a services agreement pursuant to which Tucows will act as a mobile
virtual network enabler for certain of our retail wireless subscribers. The
consideration for the Ting Mobile Acquisition is an earn out provision and the
fair value of the earn out provision has been assigned to a customer
relationship intangible that is recorded in "Intangible assets, net" with the
offset recorded in "Long-term deferred revenue and other long-term liabilities"
on our Consolidated Balance Sheets. See Note 6 in the Notes to our Consolidated
Financial Statements in this Annual Report on Form 10-K for further information.



EXPLANATION OF KEY METRICS AND OTHER ITEMS





Service revenue. "Service revenue" consists principally of Pay-TV subscriber
revenue and fixed monthly recurring charges for wireless voice, text, and data
services and other fees earned from our retail wireless business unit. Certain
of the amounts included in "Service revenue" are not recurring on a monthly
basis.



Equipment sales and other revenue. "Equipment sales and other revenue" principally includes the sale of wireless devices and the non-subsidized sales of Pay-TV equipment.

Cost of services. "Cost of services" principally include Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of wireless services (including costs incurred under the MNSA), as well as costs associated with our SLING TV services.


Cost of sales - equipment and other. "Cost of sales - equipment and other"
principally includes the cost of wireless devices and other related items as
well as costs related to the non-subsidized sales of Pay-TV equipment. Costs are
generally recognized as products are delivered to customers and the related
revenue is recognized.



Selling, general and administrative expenses. "Selling, general and
administrative expenses" consists primarily of direct sales costs, advertising,
third-party commissions related to the acquisition of subscribers, costs related
to the installation of our new Pay-TV subscribers, the cost of subsidized sales
of Pay-TV equipment for new subscribers and employee-related costs associated
with administrative services such as legal, information systems, and accounting
and finance.



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.

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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 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
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.


Operating income before depreciation and amortization ("OIBDA").  OIBDA is
defined as "Operating income (loss)" plus "Depreciation and amortization."  This
"non-GAAP measure" is reconciled to "Operating income (loss)" in our discussion
of "Results of Operations" below.



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, 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 Pay-TV segment "Service 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.



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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
using all of costs of acquiring DISH TV subscribers (e.g., subsidized equipment,
advertising, installation, commissions and direct sales, etc.) which are
included in "Selling, general and administrative expenses," plus capitalized
payments made under certain sales incentive programs and 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 new DISH TV subscribers
in our calculation, including DISH TV subscribers added with little or no
subscriber acquisition costs. Although we no longer have a separate line item
for subscriber acquisition costs on our Consolidated Statements of Operations
and Comprehensive Income (Loss), our methodology for calculating DISH TV SAC is
unchanged from prior periods.


Wireless subscribers. We include prepaid and postpaid customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our wireless subscriber count.





Wireless average monthly revenue per subscriber ("Wireless 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 average monthly revenue per wireless
subscriber, or Wireless ARPU, by dividing average monthly retail wireless
business unit "Service revenue" for the period by our average number of wireless
subscribers for the period. The average number of wireless subscribers is
calculated for the period by adding the average number of wireless subscribers
for each month and dividing by the number of months in the period. The average
number of wireless subscribers for each month is calculated by adding the
beginning and ending wireless subscribers for the month and dividing by two.



Wireless average monthly subscriber churn rate ("Wireless 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 our "Wireless churn rate" for any period by dividing the number of
wireless subscribers who terminated service during the period by the average
number of wireless subscribers for the same period, and further dividing by the
number of months in the period. The average number of wireless subscribers is
calculated for the period by adding the average number of wireless subscribers
for each month and dividing by the number of months in the period. The average
number of wireless subscribers for each month is calculated by adding the
beginning and ending wireless subscribers for the month and dividing by two.



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

Cash
Flows.

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RESULTS OF OPERATIONS - Segments





Business Segments



We currently operate two primary business segments: (1) our Pay-TV segment; and
(2) our Wireless segment. Our Wireless segment consists of two business units,
the Retail Wireless business unit and 5G Network Deployment business unit.
Revenue and operating income (loss) by segment are shown in the table below:



Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019.





                                   For the Years Ended December 31,            Variance
                                      2020                  2019             Amount      %

                                                       (In thousands)
Revenue:
Pay-TV                          $      12,897,413     $      12,810,248   $    87,165    0.7
Wireless                                2,599,842                 1,673     2,598,169      *
Eliminations                              (3,820)               (4,237)           417    9.8
Total revenue                   $      15,493,435     $      12,807,684   $ 2,685,751   21.0

Operating income (loss):
Pay-TV                          $       2,903,183     $       1,961,700   $   941,483   48.0
Wireless                                (320,568)              (82,824)     (237,744)      *
Eliminations                                    -                     -             -      *
Total operating income (loss)   $       2,582,615     $       1,878,876   $   703,739   37.5


* Percentage is not meaningful.





Total revenue. Our consolidated revenue totaled $15.493 billion for the year
ended December 31, 2020, an increase of $2.686 billion or 21.0% compared to the
same period in 2019. The increase primarily resulted from the completion of

the
Boost Mobile Acquisition.



Total operating income (loss). Our consolidated operating income totaled $2.583
billion for the year ended December 31, 2020, an increase of $704 million or
37.5% compared to the same period in 2019. The change primarily resulted from an
increase in the operating income from our Pay-TV segment and our Retail Wireless
business unit, partially offset by an increase in operating losses associated
with our 5G Network Deployment business unit, principally related to an
"Impairment of long-lived assets" of $356 million in the first quarter of 2020.





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Pay-TV Segment


We offer pay-TV services under the DISH® brand and the SLING® brand (collectively "Pay-TV" services). As of December 31, 2020, we had 11.290 million Pay-TV subscribers in the United States, including 8.816 million DISH TV subscribers and 2.474 million SLING TV subscribers.





We market our SLING TV services to consumers who do not subscribe to traditional
satellite and cable pay-TV services, as well as to current and recent
traditional pay-TV subscribers who desire a lower cost alternative. 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 domestic, SLING
International, and SLING Latino video programming services.



Trends in our Pay-TV Segment



Competition



Competition has intensified 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. We face substantial competition from
established pay-TV providers and broadband service providers and increasing
competition from companies providing/facilitating the delivery of video content
via the Internet to computers, televisions, and other streaming and mobile
devices, including wireless service providers. In recent years, industry
consolidation and convergence has created competitors with greater scale and
multiple product/service offerings. These developments, among others, have
contributed to intense and increasing competition, and we expect such
competition to continue.



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, 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, many of
which are providers of our programming content, that distribute content 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,
T-Mobile, ViacomCBS, STARZ, Peacock, Fubo and Philo.



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.

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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. 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.



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 "Cost of services" 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 subscribers. 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 subscribers.



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.



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 Sinclair 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.



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We cannot predict with any certainty the impact to our net Pay-TV subscriber
additions, gross new DISH TV subscriber activations, and DISH TV 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.



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.



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



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



The Merger was accounted for as an asset purchase, as substantially all of the
fair value of the gross assets acquired was concentrated in a group of similar
identifiable assets. As the Merger was between entities that were under common
control, we recorded the assets and liabilities received under the Merger at
EchoStar's historical cost basis, with the offsetting amount recorded in
"Additional paid-in capital" on our Consolidated Balance Sheets. A 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
Consolidated Balance Sheets.





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RESULTS OF OPERATIONS - PAY-TV Segment

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019.






                                                                For the Years Ended December 31,              Variance

Statements of Operations Data                                      2020    

             2019             Amount         %

                                                                                 (In thousands)
Revenue:
Service revenue                                              $     

12,702,345 $ 12,616,442 $ 85,903 0.7 Equipment sales and other revenue


195,068               193,806          1,262       0.7
Total revenue                                                       12,897,413            12,810,248         87,165       0.7

Costs and expenses:
Cost of services                                                     7,812,003             8,377,351      (565,348)     (6.7)
% of Service revenue                                                      61.5 %                66.4 %
Cost of sales - equipment and other                                    114,780               173,136       (58,356)    (33.7)
Selling, general and administrative expenses                         1,453,521             1,676,251      (222,730)    (13.3)
% of Total revenue                                                        11.3 %                13.1 %
Depreciation and amortization                                          613,926               621,810        (7,884)     (1.3)
Total costs and expenses                                             9,994,230            10,848,548      (854,318)     (7.9)

Operating income (loss)                                      $       

2,903,183 $ 1,961,700 $ 941,483 48.0



Other data:
Pay-TV subscribers, as of period end (in millions) **                   11.290                11.986        (0.696)     (5.8)
DISH TV subscribers, as of period end (in millions) **                   8.816                 9.394        (0.578)     (6.2)
SLING TV subscribers, as of period end (in millions)                     2.474                 2.592        (0.118)     (4.6)
Pay-TV subscriber additions (losses), net (in millions)                (0.526)               (0.336)        (0.190)    (56.5)
DISH TV subscriber additions (losses), net (in millions)               (0.408)               (0.511)          0.103      20.2
SLING TV subscriber additions (losses), net (in millions)              (0.118)                 0.175        (0.293)         *
Pay-TV ARPU                                                  $           91.77     $           85.92    $      5.85       6.8
DISH TV subscriber additions, gross (in millions)                        1.094                 1.348        (0.254)    (18.8)
DISH TV churn rate                                                        1.38 %                1.62 %       (0.24) %  (14.8)
DISH TV SAC                                                  $             851     $             822    $        29       3.5
Purchases of property and equipment                          $         317,196     $         393,501    $  (76,305)    (19.4)
OIBDA                                                        $       3,517,109     $       2,583,510    $   933,599      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 year ended December, 31, 2020, 80,000 of these
subscribers came off pause or had temporary rate relief end and are included in
our ending Pay-TV subscriber count as of December 31, 2020. The effect of the
removal of these 250,000 subscribers as of March 31, 2020 and the addition of
these 80,000 subscribers as of December 31, 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 year ended
December 31, 2020.  See "Results of Operations - Pay-TV subscribers" for further
information.




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Pay TV subscribers



DISH TV subscribers. We lost approximately 408,000 net DISH TV subscribers
during the year ended December 31, 2020 compared to the loss of approximately
511,000 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 118,000 net SLING TV subscribers
during the year ended December 31, 2020 compared to the addition of
approximately 175,000 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 year ended December 31, 2020, we
activated approximately 1.094 million gross new DISH TV subscribers compared to
approximately 1.348 million gross new DISH TV subscribers during the same period
in 2019, a decrease of 18.8%. 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, beginning in the first 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 year ended December 31, 2020
was 1.38% compared to 1.62% for the same period in 2019. This decrease primarily
resulted from the 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 an 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 year ended December 31, 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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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 and/or operate at reduced capacity. 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 for which we anticipate the account to disconnect due to
COVID-19. During the year ended December 31, 2020, 80,000 of these subscribers
came off pause or had temporary rate relief end and 69,000 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.



Service revenue. "Service revenue" totaled $12.702 billion for the year ended
December 31, 2020, an increase of $86 million or 0.7% compared to the same
period in 2019. The increase in "Service 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 $91.77 during the year ended December 31, 2020
versus $85.92 during the same period in 2019. The $5.85 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, higher ad
sales revenue and fewer commercial accounts compared to the same period in 2019,
which have lower Pay-TV ARPU than residential subscribers.



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Cost of services. "Cost of services" totaled $7.812 billion during the year
ended December 31, 2020, a decrease of $565 million or 6.7% compared to the same
period in 2019. The decrease in "Cost of services" was primarily attributable to
a lower average Pay-TV subscriber base and the reduction of expense associated
with the transfer of certain assets to us pursuant to the Master Transaction
Agreement, partially offset by increases in programming costs per subscriber.
Programming costs per subscriber increased during the year ended December 31,
2020 due to rate increases in certain of our programming contracts, including
the renewal of certain contracts at higher rates, particularly for local
broadcast channels. These increases were partially offset by a decrease in
programming costs per subscriber due to, among others, Sinclair RSN's removal of
certain of their channels from our programming lineup in July 2019 and multiple
one-time programming adjustments in the third quarter 2020. "Cost of services"
represented 61.5% and 66.4% of "Service revenue" during the year ended
December 31, 2020 and 2019, respectively. See Note 20 in the Notes to our
Consolidated Financial Statements for further information on the Master
Transaction Agreement.



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
"Cost of services" 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.



Selling, general and administrative expenses. "Selling, general and
administrative expenses" totaled $1.454 billion during the year ended
December 31, 2020, a $223 million or 13.3% decrease compared to the same period
in 2019. This change was primarily driven by a decrease in subscriber
acquisition costs resulting from fewer gross new DISH TV subscriber activations,
a $70 million reduction to litigation expense as a result of the Telemarketing
Litigation settlement and cost cutting initiatives in the Pay-TV segment,
including a focused set of staffing reductions. See Note 16 in the Notes to our
Consolidated Financial Statements for further information on the Telemarketing
Litigation.



DISH TV SAC.  DISH TV SAC was $851 during the year ended December 31, 2020
compared to $822 during the same period in 2019, an increase of $29 or 3.5%.
This change was primarily attributable to fewer commercial additions compared to
the same period in 2019 and an increase in advertising costs per subscriber.
Commercial activations historically have lower DISH TV SAC than residential
activations, and therefore the decrease in commercial activations had a negative
impact on DISH TV SAC. Beginning in the first quarter 2020, as a result of
COVID-19 and the related governmental recommendations and/or mandates, our in
person selling opportunities and our customers' willingness to open
direct mail marketing and allow in-home technicians into their homes were
reduced. Accordingly, we reduced our marketing expenditures and our gross new
DISH TV subscriber activations began to decrease. Although we reduced our
marketing expenditures, gross new DISH TV subscriber activations decreased at a
higher rate, resulting in an increase in advertising costs per subscriber during
2020 compared to 2019.



During the year ended December 31, 2020 and 2019, the amount of equipment
capitalized under our lease program for new DISH TV subscribers totaled $151
million and $191 million, respectively. This decrease in capital expenditures
primarily resulted from a decrease in gross new DISH TV subscriber activations.



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


Our "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."


For discussion of the Pay-TV results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018, see "Results of Operations - Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018" in our 2019 Annual Report on Form 10-K.



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Wireless Segment



Our Wireless business segment operates in two business units, Retail Wireless
and 5G Network Deployment. Revenue, operating income (loss) and purchases of
property and equipment by business unit are shown in the table below:




                                          Retail        5G Network
For the Year Ended December 31, 2020     Wireless       Deployment       Total Wireless

                                                        (In thousands)
Total revenue                          $ 2,579,057   $        20,785   $      2,599,842
Operating income (loss)                $   162,743   $     (483,311)   $      (320,568)

Purchases of property and equipment $ 23,210 $ 72,896 $


     96,106



Wireless - Retail Wireless



As a result of the Boost Mobile Acquisition and the Ting Mobile Acquisition, we
have entered the retail wireless business.  See Note 6 in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K for further
information.  We offer nationwide prepaid and postpaid retail wireless services
to subscribers under our Boost Mobile and Ting Mobile brands, as well as a
competitive portfolio of wireless devices.  Prepaid wireless subscribers
generally pay in advance for monthly access to wireless talk, text, and data
services.  Postpaid wireless subscribers generally are qualified to pay after
receiving wireless talk, text, and data services.  We are currently operating
our retail wireless business unit as an MVNO while we build our 5G broadband
network.  As an MVNO, we depend primarily on T-Mobile to provide us with network
services under the MNSA.  A majority of our Retail Wireless subscribers
currently receive services through T-Mobile's CDMA Network, under the MNSA.

We


acquired over 9 million subscribers as a result of the Boost Mobile Acquisition
and acquired over 200,000 subscribers as a result of the Ting Mobile
Acquisition.  Our Consolidated Statements of Operations and Comprehensive Income
(Loss) includes the results of the Boost Mobile Acquisition from July 1, 2020
and Ting Mobile Acquisition from August 1, 2020. As of December 31, 2020, we had
9.055 million retail wireless subscribers.



Currently, we offer wireless subscribers competitive consumer plans with no
annual service contracts and monthly service plans ranging from $10 for 1GB of
high-speed data and unlimited talk and text to $60 for unlimited data, talk and
text. We also offer promotional plans, including, among others, three lines for
$90 for unlimited data, talk and text.



Competition



Boost Mobile operates within the prepaid wireless space and Ting Mobile operates
within the postpaid wireless space. Retail Wireless is a mature market with
moderate year-over-year organic growth. Competitors include providers who offer
similar communication services, such as talk, text and data. Competitive factors
within the wireless communications services industry include pricing, market
saturation, service and product offerings, customer experience and service
quality. We compete with a number of national wireless carriers, including
Verizon, AT&T and T-Mobile, all of which are significantly larger than us, serve
a significant percentage of all wireless subscribers and enjoy scale advantages
compared to us. Verizon, AT&T, and T-Mobile are currently the only nationwide
Mobile Network Operators ("MNOs") in the United States. Primary competitors to
our Retail Wireless business unit include, but are not limited to, Metro PCS
(owned by T-Mobile), Cricket Wireless (owned by AT&T), Tracfone Wireless and
other MVNOs such as Consumer Cellular and Mint Mobile. Verizon announced its
pending acquisition of Tracfone Wireless in September 2020.



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Wireless - 5G Network Deployment





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 $6
billion of capitalized interest related to the carrying value of such licenses.
See Note 2 in the Notes to our Consolidated Financial Statements in this Annual
Report on Form 10-K for further information on capitalized interest.



DISH Network Spectrum



We have directly invested over $11 billion to acquire certain wireless spectrum
licenses and related assets. These wireless spectrum licenses are subject to
certain interim and final build-out requirements, as well as certain renewal
requirements.



We plan to commercialize our wireless spectrum licenses through the completion
of our 5G Network Deployment. To that end, we have undertaken several key steps
including identifying markets to build out, making executive and management
hires and entering into agreements with key vendors. For example, on November
16, 2020, we announced a long-term agreement with Crown Castle pursuant to which
Crown Castle will lease us space on up to 20,000 communication towers.  As part
of the agreement, we will also receive certain fiber transport services and have
the option to utilize Crown Castle for pre-construction services.  During
December 2020, we completed a successful field validation, utilizing our
fully-virtualized standalone 5G core network and the industry's first O-RAN
compliant radio. We currently expect expenditures for our 5G Network Deployment
to be approximately $10 billion, excluding capitalized interest.



Prior to starting our 5G Network Deployment, we notified the FCC in March 2017
that we planned to deploy a narrowband IoT network on certain of these wireless
licenses, which we expected to complete by March 2020, with subsequent phases to
be completed thereafter.  In light of, among other things, certain developments
related to the Sprint-T-Mobile 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.  The FCC issued an Order effectuating the build-out deadline changes
contemplated above on September 11, 2020.  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 Consolidated Statements of Operations and
Comprehensive Income (Loss).



We will need to make significant additional investments or partner with others
to, among other things, complete our 5G Network Deployment and further
commercialize, build-out and integrate these licenses and related assets and any
additional acquired licenses and related assets, as well as to comply with
regulations applicable to such licenses. Depending on the nature and scope of
such activities, any such investments or partnerships could vary significantly.
In addition, as we complete our 5G Network Deployment 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 complete our 5G Network Deployment and to compete
with other wireless service providers. See Note 2 and Note 16 in the Notes to
our Consolidated Financial Statements in this Annual Report on Form 10-K for
further information.



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


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



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 and 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 16 in the Notes to our Consolidated Financial Statements
in this Annual Report on Form 10-K for further information.



We may need to raise significant additional capital in the future to fund the
efforts described above, which may not be available on acceptable terms or at
all. There can be no assurance that we, the Northstar Entities and/or the SNR
Entities will be able to develop and implement business models that will realize
a return on these wireless spectrum licenses or that we, the Northstar Entities
and/or the SNR Entities will be able to profitably deploy the assets represented
by these wireless spectrum licenses, which may affect the carrying amount of
these assets and our future financial condition or results of operations. See
Note 16 in the Notes to our Consolidated Financial Statements in this Annual
Report on Form 10-K for further information.



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RESULTS OF OPERATIONS - Wireless Segment - Retail Wireless Business Unit

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019.






                                                               For the Years Ended December 31,           Variance
Statements of Operations Data                                          2020

                 2019       Amount       %

                                                                                (In thousands)
Revenue:
Service revenue                                              $               2,143,703       $   -    $ 2,143,703    *

Equipment sales and other revenue                                          

   435,354           -        435,354    *
Total revenue                                                                2,579,057           -      2,579,057    *

Costs and expenses:
Cost of services                                                             1,282,022           -      1,282,022    *
% of Service revenue                                                              59.8 %         * %

Cost of sales - equipment and other                                            806,198           -        806,198    *
Selling, general and administrative expenses                                   239,035           -        239,035    *
% of Total revenue                                                                 9.3 %         * %
Depreciation and amortization                                                   89,059           -         89,059    *
Total costs and expenses                                                     2,416,314           -      2,416,314    *

Operating income (loss)                                      $             

162,743 $ - $ 162,743 *



Other data:
Wireless subscribers, as of period end (in millions)                             9.055           -          9.055    *
Wireless subscriber additions, gross (in millions)                               2.093           -          2.093    *
Wireless subscriber additions (losses), net (in millions)                  

   (0.575)           -        (0.575)    *
Wireless ARPU                                                $                   38.24       $   -    $     38.24    *
Wireless churn rate                                                               4.76 %         -           4.76 %  *
OIBDA                                                        $                 251,802       $   -    $   251,802    *


* Percentage is not meaningful.


The results of the Boost Mobile Acquisition from July 1, 2020 and the Ting
Mobile Acquisition from August 1, 2020 are included in our Retail Wireless
Business Unit. During the third quarter 2020, we added over 9 million wireless
subscribers as a result of these acquisitions. We are currently in the process
of integrating our retail wireless operations and have made and continue to make
certain changes to our marketing, sales, and operations to further enhance our
profitability. We lost 575,000 net wireless subscribers for the year ended
December 31, 2020, primarily as a result of these operational changes. Our
current results of operations are not necessarily indicative of future results,
in part based on the ongoing integration and operational changes we are
currently implementing. We are working to ensure that the customers we acquire
and retain are profitable under our MVNO economics. As an example, certain
subscribers that use high amounts of data, may be profitable for an MNO, but are
not profitable under an MVNO.











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RESULTS OF OPERATIONS - Wireless Segment - 5G Network Deployment Business Unit

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019.






                                                   For the Years Ended December 31,               Variance

Statements of Operations Data                         2020                   2019            Amount          %

                                                                    (In thousands)
Revenue:

Equipment sales and other revenue               $          20,785      $   

      1,673    $    19,112           *
Total revenue                                              20,785                 1,673         19,112           *

Costs and expenses:

Cost of sales - equipment and other                        18,743                19,685          (942)       (4.8)
Selling, general and administrative expenses              117,368                56,045         61,323           *
Depreciation and amortization                              11,567                 8,767          2,800        31.9
Impairment of long-lived assets                           356,418          

          -        356,418           *
Total costs and expenses                                  504,096                84,497        419,599           *

Operating income (loss)                         $       (483,311)      $       (82,824)    $ (400,487)           *

Other data:

Purchases of property and equipment             $          72,896      $   

    187,580    $ (114,684)      (61.1)
OIBDA                                           $       (471,744)      $       (74,057)    $ (397,687)           *


* Percentage is not meaningful.





Equipment sales and other revenue. "Equipment sales and other revenue" totaled
$21 million for the year ended December 31, 2020, an increase of $19 million
compared to the same period in 2019. This increase primarily resulted from
leasing a portion of our 600 MHz spectrum licenses to T-Mobile, which began on
September 11, 2020.  The spectrum lease with T-Mobile will result in $56 million
of annual revenue during its 42 month term, subject to our right to terminate
individual licenses prior to 42 months.  The specific termination rights vary by
license.



Selling, general and administrative expenses "Selling, general and
administrative expenses" totaled $117 million during the year ended December 31,
2020, a $61 million increase compared to the same period in 2019. This increase
was primarily driven by an increase in general and administrative expenses
related to our 5G Network Deployment.



Impairment of long-lived assets. "Impairment of long-lived assets" of $356
million during the year ended December 31, 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 Consolidated Financial
Statements in this Annual Report on Form 10-K for further information.



Purchases of property and equipment. "Purchases of property and equipment"
totaled $73 million for the year ended December 31, 2020, a decrease of $115
million compared to the same period in 2019. The year ended December 31, 2019
was impacted by capital expenditures related to our narrowband IoT deployment
for which we determined in the first quarter of 2020 that we would no longer
complete. See Note 2 in the Notes to our Consolidated Financial Statements in
this Annual Report on Form 10-K for further information. Capital expenditures
for the year ended December 31, 2020 are related to our 5G Network Deployment.
We anticipate expenditures for our 5G Network Deployment to increase
substantially throughout 2021 as we ramp up the build-out phase of our 5G
Network Deployment.



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OTHER CONSOLIDATED RESULTS


Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019.






                                                     For the Years Ended December 31,                Variance

Statements of Operations Data                           2020                  2019              Amount           %

                                                                      (In thousands)
Operating income (loss)                           $       2,582,615     $       1,878,876    $    703,739         37.5

Other income (expense):
Interest income                                              22,734                77,214        (54,480)       (70.6)

Interest expense, net of amounts capitalized               (12,974)        

     (23,687)          10,713         45.2
Other, net                                                 (20,164)                11,524        (31,688)            *
Total other income (expense)                               (10,404)                65,051        (75,455)            *

Income (loss) before income taxes                         2,572,211             1,943,927         628,284         32.3
Income tax (provision) benefit, net                       (698,275)        

    (451,358)       (246,917)       (54.7)
Effective tax rate                                             27.1 %                23.2 %
Net income (loss)                                         1,873,936             1,492,569         381,367         25.6
Less: Net income (loss) attributable to
noncontrolling interests, net of tax                        111,263                93,057          18,206         19.6
Net income (loss) attributable to DISH Network    $       1,762,673     $  

1,399,512 $ 363,161 25.9

* Percentage is not meaningful.





Interest income. "Interest income" totaled $23 million during the year ended
December 31, 2020, a decrease of $54 million or 70.6% compared to the same
period in 2019. This decrease primarily resulted from lower percentage returns
earned on our cash and marketable investment securities, partially offset by
higher average cash and marketable investment securities balances during the
year ended December 31, 2020.



Other, net. "Other, net" expense totaled $20 million during the year ended
December 31, 2020, a decrease of $32 million compared to the same period in
2019. This change primarily resulted from a $22 million decrease in the fair
value of our option to purchase certain of T-Mobile's 800 MHz spectrum licenses
under the Spectrum Purchase Agreement. See Note 7 in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K for further
information.



Income tax (provision) benefit, net. Our income tax provision was $698 million
during the year ended December 31, 2020, an increase of $247 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" and an increase in our
effective tax rate due to changes in the state apportionment applied to our
deferred taxes as a result of the Boost Mobile Acquisition, partially offset by
a benefit recognized for the carryback of net operating losses under the CARES
Act.


Non-GAAP Performance Measures and Reconciliation





It is management's intent to provide non-GAAP financial information to enhance
the understanding of our GAAP financial information, and it should be considered
by the reader in addition to, but not instead of, the financial statements
prepared in accordance with GAAP. Each non-GAAP financial measure is presented
along with the corresponding GAAP measure so as not to imply that more emphasis
should be placed on the non-GAAP measure. We believe that providing these
non-GAAP measures in addition to the GAAP measures allows management, investors
and other users of our financial information to more fully and accurately assess
both consolidated and segment performance. The non-GAAP financial information
presented may be determined or calculated differently by other companies and may
not be directly comparable to that of other companies.

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Consolidated EBITDA



Consolidated 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. Consolidated EBITDA is used as
a measurement of operating efficiency and overall financial performance and we
believe it is a helpful measure for those evaluating operating performance in
relation to our competitors. 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.




                                                    For the Years Ended December 31,
                                                       2020                  2019

                                                             (In thousands)
Consolidated EBITDA                              $       3,165,740     $       2,427,920
Interest, net                                                9,760                53,527

Income tax (provision) benefit, net                      (698,275)         

(451,358)


Depreciation and amortization                            (714,552)         

(630,577)

Net income (loss) attributable to DISH Network $ 1,762,673 $

1,399,512

The changes in Consolidated EBITDA during the year ended December 31, 2020, compared to the same period in 2019, were primarily a result of the factors described in connection with operating revenues and operating expenses.





Segment OIBDA



Segment OIBDA, which is presented below, is a non-GAAP measure and does not
purport to be an alternative to operating income (loss) as a measure of
operating performance.  We believe this measure is useful to management,
investors and other users of our financial information in evaluating operating
profitability of our business units on a more variable cost basis as it excludes
the depreciation and amortization expenses related primarily to capital
expenditures and acquisitions for those business units, as well as in evaluating
operating performance in relation to our competitors. Segment OIBDA is
calculated by adding back depreciation and amortization expense to business unit
operating income (loss).  See Note 17 to the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K for further information.




                                           For the Years Ended December 31,
                                              2020                  2019

                                                    (In thousands)
Pay-TV OIBDA                            $       3,517,109     $       2,583,510
Depreciation and amortization                     613,926               621,810
Segment operating income (loss)         $       2,903,183     $       1,961,700

Retail Wireless OIBDA                   $         251,802     $               -
Depreciation and amortization                      89,059                     -

Segment operating income (loss)         $         162,743     $            

  -

5G Network Deployment OIBDA             $       (471,744)     $        (74,057)
Depreciation and amortization                      11,567                 8,767

Segment operating income (loss) $ (483,311) $ (82,824)



Consolidated OIBDA                      $       3,297,167     $       

2,509,453


Depreciation and amortization                     714,552               

630,577

Consolidated operating income (loss) $ 2,582,615 $ 1,878,876

The changes in OIBDA during the year ended December 31, 2020, compared to the same period in 2019, were primarily a result of the factors described in connection with operating revenues and operating expenses.



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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 7 in the Notes to our Consolidated Financial
Statements in this Annual Report on Form 10-K for further information regarding
our marketable investment securities. As of December 31, 2020, our cash, cash
equivalents and current marketable investment securities totaled $3.733 billion
compared to $2.860 billion as of December 31, 2019, an increase of $873 million.
This increase in cash, cash equivalents and current marketable investment
securities primarily resulted from cash generated from operating activities of
$3.312 billion, $1.986 billion in net proceeds from the issuance of our 0%
Convertible Notes due 2025 and $998 million in net proceeds from the issuance of
our 7 3/8% Senior Notes due 2028. These increases were partially offset by the
Boost Mobile Acquisition for a net aggregate purchase price of $1.313 billion,
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 $1.193
billion (including capitalized interest related to FCC authorizations), a $1.048
billion payment to the FCC for the 3550-3650 MHz Licenses and the 37 GHz, 39 GHZ
and 47 GHz Licenses, and a $312 million payment for the Northstar Purchase

Agreement.



Debt Issuances and Maturity



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


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


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.



On December 21, 2020, we issued $2.0 billion aggregate principal amount of the 0% Convertible Notes due December 15, 2025.





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.  However, depending on
market conditions, we may refinance this obligation in whole or in part.



Stock Rights Offering



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



Upon completion of the rights offering on December 13, 2019, we raised approximately $1.0 billion and issued 29,834,992 shares of DISH Network's Class A common stock.







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Cash Flow



The following discussion highlights our cash flow activities during the years ended December 31, 2020 and 2019.





Cash flows from operating activities. We typically reinvest the cash flow from
operating activities in our business primarily to grow our subscriber base,
expand our infrastructure, make strategic investments, such as significant
investments in wireless, including our 5G Network Deployment, and repay debt
obligations. For the years ended December 31, 2020 and 2019, we reported "Net
cash flows from operating activities" of $3.312 billion and $2.662 billion,
respectively.



Net cash flows from operating activities from 2019 to 2020 increased $650
million, primarily attributable to a $1.569 billion increase in income adjusted
to exclude non-cash charges for "Impairment of long-lived assets," "Depreciation
and amortization" expense, "Realized and unrealized losses (gains) on
investments and derivatives," "Non-cash, stock-based compensation" expense, and
"Deferred tax expense (benefit)." This increase was partially offset by a
decrease in cash flows resulting from changes in operating assets and
liabilities principally attributable to timing differences between book expense
and cash payments, including taxes. In 2020, changes in operating assets and
liabilities were negatively impacted by the $210 million litigation settlement
payment related to the Telemarketing Litigation. See Note 16 in the Notes to our
Consolidated Financial Statements in this Annual Report on Form 10-K for further
information.



Cash flows from investing activities. Our investing activities generally include
purchases and sales of marketable investment securities, acquisitions, strategic
investments, including purchases and settlements of derivative financial
instruments, and purchases of wireless spectrum licenses, capital expenditures
and capitalized interest. For the years ended December 31, 2020 and 2019, we
reported outflows from "Net cash flows from investing activities" of $3.862
billion and $718 million, respectively.



The year ended December 31, 2020 was impacted by cash outflows primarily related
to the closing of the Boost Mobile Acquisition for a net aggregate purchase
price of $1.313 billion, capital expenditures of $1.193 billion (including
capitalized interest related to FCC authorizations), a $1.048 billion payment to
the FCC for the 3550-3650 MHz Licenses and the 37 GHz, 39 GHZ and 47 GHz
Licenses.



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



During the years ended December 31, 2020 and 2019, capital expenditures for new
and existing DISH TV customer equipment totaled $211 million and $280 million,
respectively. The decrease in 2020 for new and existing DISH TV customer
equipment primarily resulted from lower gross new DISH TV subscriber
activations.



Cash flows from financing activities. Our financing activities generally include
net proceeds related to the issuance of equity and long-term and convertible
debt, cash used for the repurchase, redemption or payment of long-term debt and
finance lease obligations, and repurchases of our Class A common stock. For the
years ended December 31, 2020 and 2019, we reported "Net cash flows from
financing activities" inflows of $1.499 billion, and outflows of $328 million,
respectively.



The net cash inflows in 2020 primarily related to $1.986 billion in net proceeds
from the issuance of our 0% Convertible Notes due 2025 and $998 million in net
proceeds from the issuance of our 7 3/8% Senior Notes due 2028, partially offset
by the redemption of our 5 1/8% Senior Notes due 2020 with an aggregate
principal balance of $1.1 billion, a $312 million payment for the Northstar
Purchase Agreement and repayment of long-term debt and finance lease obligations
of $101 million.


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



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Free Cash Flow



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



Free cash flow can be significantly impacted from period to period by changes in
"Net income (loss)" adjusted to exclude certain non-cash charges, operating
assets and liabilities, "Purchases of property and equipment," and "Capitalized
interest related to FCC authorizations." These items are shown in the "Net cash
flows from operating activities" and "Net cash flows from investing activities"
sections on our Consolidated Statements of Cash Flows included herein. Operating
asset and liability balances can fluctuate significantly from period to period
and there can be no assurance that free cash flow will not be negatively
impacted by material changes in operating assets and liabilities in future
periods, since these changes depend upon, among other things, management's
timing of payments and control of inventory levels, and cash receipts. In
addition to fluctuations resulting from changes in operating assets and
liabilities, free cash flow can vary significantly from period to period
depending upon, among other things, subscriber additions (losses), service
revenue, 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 5G Network
Deployment and other factors.



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




                                                             For the Years Ended December 31,
                                                          2020             2019            2018
                                                                      (In thousands)
Free cash flow                                         $ 2,119,270   $      1,179,953   $ 1,201,144
Add back:
Purchases of property and equipment (including
capitalized interest related to FCC authorizations)      1,192,506          1,482,448     1,316,697
Net cash flows from operating activities               $ 3,311,776   $     

2,662,401   $ 2,517,841





Operational Liquidity



We make general investments in property such as satellites, wireless devices,
set-top boxes, information technology and facilities that support our Pay-TV
segment and Retail Wireless business unit.  We are also making significant
additional investments and will need to continue making these investments and/or
partner with others to, among other things, complete our 5G Network Deployment
and further 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 churn
rate and how successful we are at retaining our current subscribers.  To the
extent we lose 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 service margins.  To the extent our "Cost of services"
grow faster than our "Service revenue," the amount of cash flow that is
generated per existing subscriber is reduced.  Our Pay-TV service margins have
been reduced by, among other things, a shift to lower priced Pay-TV programming
packages and higher programming costs.  Our Retail Wireless service margins are
impacted by our MNSA agreement with T-Mobile and the speed with which we are
able to convert retail wireless subscribers onto our 5G Network once
operational.  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 complete our 5G Network
Deployment, 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 - Pay TV Segment and Retail Wireless Business Unit

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 and wireless device 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 for our Retail
Wireless subscribers are primarily related to subsidies on wireless devices.
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. Retention costs
for Retail Wireless subscribers are primarily related to promotional pricing on
upgraded wireless devices for qualified existing subscribers. Our DISH TV
subscriber retention costs may vary significantly from period to period.



Seasonality



Historically, the first half of the year generally produces fewer gross new DISH
TV subscriber activations than the second half of the year, as is typical in the
pay-TV industry. In addition, the first and fourth quarters generally produce a
lower DISH TV churn rate than the second and third quarters. However, in recent
years, as the pay-TV industry has matured, we and our competitors increasingly
must seek to attract a greater proportion of new subscribers from each other's
existing subscriber bases rather than from first-time purchasers of pay-TV
services. As a result, historical trends in seasonality described above may not
be indicative of future trends.



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Our net SLING TV subscriber additions are impacted by, among other things,
certain major sporting events and other major television events. The first and
third quarters generally produce higher gross new Retail Wireless subscribers.
Due to the COVID-19 pandemic the historical trends discussed above, for both net
Pay-TV subscriber additions and net Retail Wireless 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.



Stock Repurchases



Our Board of Directors previously authorized stock repurchases of up to $1.0
billion of our outstanding Class A common stock. On October 30, 2020, our Board
of Directors extended this authorization such that we are currently authorized
to repurchase up to $1.0 billion of our outstanding Class A common stock through
and including December 31, 2021. As of December 31, 2020, we may repurchase up
to $1.0 billion under this program. During the years ended December 31, 2020,
2019 and 2018, there were no repurchases of our Class A common stock.



Covenants and Restrictions Related to our Long-Term Debt





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



Other



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





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Obligations and Future Capital Requirements

Contractual Obligations and Off-Balance Sheet Arrangements

See Note 16 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.





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, complete our 5G Network Deployment and
further 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 2021 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 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 December 31, 2020, Northstar Manager's ownership interest in
Northstar Spectrum and SNR Management's ownership interest in SNR HoldCo was
$351 million, recorded as "Redeemable noncontrolling interests" on our
Consolidated Balance Sheets.



We expect to incur capital expenditures in 2021 related to our 5G Network
Deployment, including capital expenditures associated with our wireless projects
and 5G Network Deployment, and potential purchase of additional wireless
spectrum licenses. 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.



Boost Mobile Acquisition


See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information

Wireless - 5G Network Deployment

See Note 16 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.







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Availability of Credit and Effect on Liquidity


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



Critical Accounting Estimates


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



Long-Lived Assets



Valuation of long-lived assets. We review our long-lived assets and identifiable
finite-lived intangible assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For assets which are held and used in operations, the asset would
be impaired if the carrying amount of the asset (or asset group) exceeded its
undiscounted future net cash flows. Once an impairment is determined, the actual
impairment recognized is the difference between the carrying amount and the fair
value as estimated using one of the following approaches: income, cost and/or
market. The carrying amount of a long-lived asset or asset group is considered
impaired when the anticipated undiscounted cash flows from such asset or asset
group is less than its carrying amount. In that event, a loss is recorded in
"Impairment of long-lived assets" on our Consolidated Statements of Operations
and Comprehensive Income (Loss) based on the amount by which the carrying amount
exceeds the fair value of the long-lived asset or asset group.



Fair value, using the income approach, is determined primarily using a
discounted cash flow model that uses the estimated cash flows associated with
the asset or asset group under review, discounted at a rate commensurate with
the risk involved. Fair value, utilizing the cost approach, is determined based
on the replacement cost of the asset reduced for, among other things,
depreciation and obsolescence. Fair value, utilizing the market approach,
benchmarks the fair value against the carrying amount. See Note 9 in the Notes
to our Consolidated Financial Statements in this Annual Report on Form 10-K.
Assets which are to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. We currently evaluate our DBS satellite
fleet for impairment as one asset group whenever events or changes in
circumstances indicate that its carrying amount may not be recoverable.



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



DBS Licenses. We combine all of our indefinite-lived DBS licenses that we
currently utilize or plan to utilize in the future into a single unit of
accounting. For 2020, 2019 and 2018, management performed a qualitative
assessment to determine whether it is more likely than not that the fair value
of the DBS licenses exceeds its carrying amount. In our assessment, we
considered several factors, including, among others, overall financial
performance, industry and market considerations, and relevant company specific
events. In contemplating all factors in their totality, we concluded that it is
more likely than not that the fair value of the DBS licenses exceeds its
carrying amount. As such, no further analysis was required.



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Wireless Spectrum Licenses. During 2020, we acquired the 37 GHz, 39 GHz, and 47
GHz wireless licenses and during 2019, we acquired the 24 GHz and 28 GHz
wireless licenses, together (the "High-Band Licenses"). We currently combine our
600 MHz, 700 MHz, AWS-4, H Block, High-Band Licenses and the Northstar Licenses
and SNR Licenses into a single unit of accounting. In 2020 and 2019 (excluding
the High-Band Licenses), management performed a qualitative assessment to
determine whether it is more likely than not that the fair value of these
licenses exceed their carrying amount. In our assessment, we considered several
factors, including, among other things, the projected financial performance of
our Wireless segment, the business enterprise value of our Wireless segment, and
market transactions for wireless spectrum licenses including auction results. In
assessing these factors, we considered both macroeconomic conditions and
industry and market conditions. In contemplating all factors in their totality,
we concluded that it is more likely than not that the fair value of these
licenses exceeds their carrying amount.



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



In 2018, we assessed our 600 MHz, 700 MHz, AWS-4, H Block Licenses and the
Northstar Licenses and SNR Licenses quantitatively. Our quantitative assessment
consisted of both an income approach and a market approach. The income approach
estimated the fair value of these licenses using the "Greenfield" approach. The
Greenfield approach values the licenses by calculating the cash flow generating
potential of a hypothetical start-up company that goes into business with no
assets except the licenses to be valued. A discounted cash flow analysis is used
to estimate what a marketplace participant would be willing to pay to purchase
the aggregated wireless licenses as of the valuation date. The market approach
uses prior transactions including auctions to estimate the fair value of the
licenses. In conducting this quantitative assessment, we determined that the
fair value of these licenses exceeded their carrying amount under both
approaches.



During 2020, 2019, and 2018, our multichannel video distribution and data
service ("MVDDS") wireless spectrum licenses were assessed as a single unit of
accounting.  For 2020 and 2019, management assessed these licenses
qualitatively. Our qualitative assessment focused on recent auction results and
historical market activity. We concluded that it is more likely than not that
the fair value of these licenses exceeded their carrying amount. For 2018,
management assessed these licenses quantitatively under a market approach.  The
market approach uses prior transactions including auctions to estimate the fair
value of the licenses.  In conducting the quantitative assessment, we determined
that the fair value of these licenses exceeded their carrying amount.



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





Income Taxes



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



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



Contingent Liabilities



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

financial condition.



Business Combinations



When we acquire a business, we allocate the purchase price to the various
components of the acquisition based upon the fair value of each component using
various valuation techniques, including the market approach, income approach
and/or cost approach. The accounting standard for business combinations requires
identifiable assets, liabilities, noncontrolling interests and goodwill acquired
to be recorded at acquisition date fair values. Determining the fair value of
assets acquired and liabilities assumed requires management's judgment and often
involves the use of significant estimates and assumptions, including assumptions
with respect to the amount and timing of estimated future cash flows and the
discount rate utilized.



Inflation


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





Backlog


We do not have any material backlog of our products.

New Accounting Pronouncements





Debt with Conversion and Other Options and Derivatives and Hedging. In August
2020, the FASB issued ASU 2020-06 Debt - Debt with Conversion and Other Options
and Derivatives and Hedging - Contracts in Entity's Own Equity ("ASU 2020-06"),
which simplifies the accounting for convertible instruments and contracts in an
entity's own equity.  This standard will be effective for fiscal years beginning
after December 15, 2021, including interim periods within those fiscal years.
Early adoption is permitted.  We currently expect to early adopt and, as a
result of this standard, the equity component related to our Convertible Notes
will be reclassified from "Additional paid-in capital" within "Stockholders'
equity (deficit)" to "Long-term debt and finance lease obligations, net of
current portion" on our Consolidated Balance Sheets.  The adoption of this
standard will have no impact on the methodology utilized to calculate diluted
earnings per share ("EPS") as we already use the if-converted method for
convertible instruments and will have no impact to our Consolidated Statements
of Operations and Comprehensive Income (Loss) as we capitalize materially all of
our interest expense.



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