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

You should read the following management's discussion and analysis of our
financial condition and results of operations together with the condensed
consolidated financial statements and notes to our financial statements included
elsewhere in this Quarterly Report on Form 10-Q. This management's discussion
and analysis is intended to help provide an understanding of our financial
condition, changes in financial condition and results of our operations and
contains forward-looking statements that involve risks and uncertainties. The
forward-looking statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about our industry,
business and future financial results. Our actual results could differ
materially from the results contemplated by these forward-looking statements due
to a number of factors, including those discussed in our Annual Report on Form
10-K for the year ended December 31, 2020 under the caption "Item 1A. Risk
Factors." Furthermore, such forward-looking statements speak only as of the date
of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation
to update any forward-looking statements.



Overview



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 offer pay-TV services under the DISH®
brand and the SLING® brand (collectively "Pay-TV" services). The DISH branded
pay-TV service consists of, among other things, FCC licenses authorizing us to
use direct broadcast satellite ("DBS") and Fixed Satellite Service ("FSS")
spectrum, our owned and leased satellites, receiver systems, broadcast
operations, a leased fiber optic network, in-home service and call center
operations, and certain other assets utilized in our operations ("DISH TV"). We
also design, develop and distribute receiver systems and provide digital
broadcast operations, including satellite uplinking/downlinking, transmission
and other services to third-party pay-TV providers. The SLING branded pay-TV
services consist of, among other things, multichannel, live-linear streaming
over-the-top ("OTT") Internet-based domestic, international and Latino video
programming services ("SLING TV"). 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. 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 with 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 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.

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We have also entered into multiple long-term agreements with vendors including,
among others, Amazon, American Tower, Fujitsu, Palo Alto and VMware for
communication towers, radios, software, and network security. 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 began construction of our first major market, Las Vegas,
Nevada, during the second quarter of 2021. We anticipate service for this market
to begin by the end of the third quarter of 2021.



Recent Developments



COVID-19 Update



A novel strain of coronavirus which causes the disease COVID-19 has resulted in
a worldwide pandemic.  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. While
certain government regulations and/or mandates have eased, or are expected to
ease in 2021 and COVID-19 vaccines have become more available in certain areas,
governmental authorities are continuing to take various actions in an effort to
slow the spread of COVID-19. COVID-19 continues to impact our business during
2021, 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.




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

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

? mandated to operate at reduced capacity. In addition, airlines and hotels have

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 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.




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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. Moreover, the recent surges in COVID-19 cases

in areas outside the United States and the stringent lockdowns implemented in

response to such surges are causing interruptions and/or delays that are

adversely impacting, among other things, the software, hardware and testing

related to our 5G Network Deployment. In addition, during 2021 there have been

? worldwide interruptions and delays in the supply of electronic components

including semi-conductors, which may significantly impact our ability to obtain

set-top boxes, wireless devices and wireless network equipment. 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



Boost Mobile Acquisition



Asset Purchase Agreement. On July 26, 2019, we entered into an Asset Purchase
Agreement (the "APA") with T-Mobile and Sprint Corporation ("Sprint" and
together with T-Mobile, the "Sellers" and given the consummation of the Sprint-
T-Mobile merger, sometimes referred to as "NTM") to acquire from NTM certain
assets and liabilities associated with Sprint's Boost Mobile and Sprint-branded
prepaid mobile services businesses (the "Prepaid Business") for an aggregate
purchase price of $1.4 billion, as adjusted for specific categories of net
working capital on the closing date (the "Boost Mobile Acquisition"). Effective
July 1, 2020 (the "Closing Date"), upon the terms and subject to the conditions
set forth in the APA and in accordance with the Final Judgment (as defined
below), we and T-Mobile completed the Boost Mobile Acquisition and DISH Network
officially entered into the retail wireless market, serving more than 9 million
subscribers 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, Deutsche Telekom AG ("DT") and
SoftBank Group Corporation ("SoftBank") came to an agreement with the United
States Department of Justice (the "DOJ") on key terms and approval of the
Transaction Agreements (as defined in Note 5 in the Notes to our Condensed
Consolidated Financial Statements) and our wireless service business and
spectrum. On July 26, 2019, we, T-Mobile, Sprint, DT and SoftBank (collectively,
the "Defendants") entered into a Stipulation and Order (the "Stipulation and
Order") with the DOJ binding the Defendants to a Proposed Final Judgment (the
"Proposed Final Judgment") which memorialized the agreement between the DOJ

and
the Defendants.



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The Stipulation and Order and the Proposed Final Judgment were filed in the
United States District Court for the District of Columbia (the "District Court")
on July 26, 2019 and on April 1, 2020, the Proposed Final Judgment was entered
with the District Court (the Proposed Final Judgment as so entered with the
District Court, the "Final Judgment") and the Sellers consummated the
Sprint-T-Mobile merger.



Ting Mobile Acquisition



On August 1, 2020, we completed an asset purchase agreement with Tucows Inc.
("Tucows") pursuant to which we purchased the assets of Ting Mobile, including
over 200,000 Ting Mobile subscribers (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 Condensed Consolidated Balance Sheets. See Note 5 in the
Notes to our Condensed Consolidated Financial Statements for further
information.



Republic Wireless Acquisition

On March 8, 2021, we entered into an asset purchase agreement with Republic Wireless Inc. ("Republic Wireless") pursuant to which certain assets and liabilities of Republic Wireless, including approximately 200,000 wireless subscribers will transfer to us at closing, subject to certain regulatory approvals. We expect closing to occur in the second quarter of 2021. The consideration for the Republic Wireless Acquisition will consist of an upfront cash payment and an earn-out provision.

We accounted for the Boost Mobile Acquisition and Ting Mobile Acquisition (as
defined above) 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. See Note 5
in the Notes to our Condensed Consolidated Financial Statements 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 and costs of wireless services (including costs incurred under the MNSA).

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.



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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 associated with our long-term
debt (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.



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.

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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.



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.

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 Condensed Consolidated Statements of Cash Flows.

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RESULTS OF OPERATIONS - Segments

Business Segments

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

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020.




                                  For the Three Months Ended
                                           March 31,                   Variance
                                     2021              2020          Amount       %

                                                   (In thousands)
Revenue:
Pay-TV                          $     3,203,969     $ 3,218,024   $  (14,055)   (0.4)
Wireless                              1,294,649           1,102     1,293,547       *
Eliminations                              (765)         (1,737)           972    56.0
Total revenue                   $     4,497,853     $ 3,217,389   $ 1,280,464    39.8

Operating income (loss):
Pay-TV                          $       772,743     $   541,641   $   231,102    42.7
Wireless                                 91,833       (397,563)       489,396       *
Total operating income (loss)   $       864,576     $   144,078   $   720,498       *




*Percentage is not meaningful



Total revenue. Our consolidated revenue totaled $4.498 billion for the three
months ended March 31, 2021, an increase of $1.280 billion or 39.8% compared to
the same period in 2020. The increase primarily resulted from the completion of
the Boost Mobile Acquisition.



Total operating income (loss). Our consolidated operating income totaled $865
million for the three months ended March 31, 2021, an increase of $720 million
compared to the same period in 2020. The change primarily resulted from an
increase in the operating income from our Pay-TV segment and our Retail Wireless
business unit. The three months ended March 31, 2020 was negatively impacted by
operating losses associated with our 5G Network Deployment business unit,
principally related to an "Impairment of long-lived assets" of $356 million. See
Note 2 in the Notes to our Condensed Consolidated Financial Statements for

further information.





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Pay-TV Segment

We offer Pay-TV services under the DISH® brand and the SLING® brand. As of March 31, 2021, we had 11.060 million Pay-TV subscribers in the United States, including 8.686 million DISH TV subscribers and 2.374 million SLING TV subscribers.

We promote our Pay-TV services as providing our subscribers with better service,
technology and value than those available from other subscription television
service providers. We offer a wide selection of video services under the DISH TV
brand, with access to hundreds of channels depending on the level of
subscription. Our standard programming packages generally include programming
provided by national and regional cable networks. We also offer programming
packages that include local broadcast networks, specialty sports channels,
premium movie channels and Latino and international programming. 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.



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Significant changes in consumer behavior with regard to the means by which
consumers obtain video entertainment and information in response to digital
media competition could have a material adverse effect on our business, results
of operations and financial condition or otherwise disrupt our business. In
particular, consumers have shown increased interest in viewing certain video
programming in any place, at any time and/or on any broadband-connected device
they choose. Online content providers may cause our subscribers to disconnect
our DISH TV services ("cord cutting"), downgrade to smaller, less expensive
programming packages ("cord shaving") or elect to purchase through these online
content providers a certain portion of the services that they would have
historically purchased from us, such as pay per view movies.



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. There can be no assurance that channel removals will not have a
material adverse effect on our business, results of operations and financial
condition or otherwise disrupt our business.



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

subscriber losses.

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RESULTS OF OPERATIONS - PAY-TV Segment

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020.




                                                             For the Three Months Ended March 31,           Variance
Statements of Operations Data                                    2021      

          2020             Amount          %

                                                                               (In thousands)
Revenue:
Service revenue                                              $  3,164,367      $        3,166,041    $   (1,674)      (0.1)

Equipment sales and other revenue                                  39,602  

               51,983       (12,381)     (23.8)
Total revenue                                                   3,203,969               3,218,024       (14,055)      (0.4)

Costs and expenses:
Cost of services                                                1,929,834               2,052,071      (122,237)      (6.0)
% of Service revenue                                                 61.0 %                  64.8 %

Cost of sales - equipment and other                                20,136                  34,001       (13,865)     (40.8)
Selling, general and administrative expenses                      338,409                 427,837       (89,428)     (20.9)
% of Total revenue                                                   10.6 %                  13.3 %
Depreciation and amortization                                     142,847                 162,474       (19,627)     (12.1)
Total costs and expenses                                        2,431,226               2,676,383      (245,157)      (9.2)

Operating income (loss)                                      $    772,743

$ 541,641 $ 231,102 42.7

Other data:
Pay-TV subscribers, as of period end (in millions) **              11.060                  11.323        (0.263)      (2.3)
DISH TV subscribers, as of period end (in millions) **              8.686                   9.012        (0.326)      (3.6)
SLING TV subscribers, as of period end (in millions)                2.374                   2.311          0.063        2.7
Pay-TV subscriber additions (losses), net (in millions)           (0.230)                 (0.413)          0.183       44.3
DISH TV subscriber additions (losses), net (in millions)          (0.130)                 (0.132)          0.002        1.5
SLING TV subscriber additions (losses), net (in millions)         (0.100)                 (0.281)          0.181       64.4
Pay-TV ARPU                                                  $      93.63      $            88.76    $      4.87        5.5
DISH TV subscriber additions, gross (in millions)                   0.210  

                0.299        (0.089)     (29.8)
DISH TV churn rate                                                   1.30 %                  1.54 %       (0.24) %   (15.6)
DISH TV SAC                                                  $        790      $              861    $      (71)      (8.2)

Purchases of property and equipment                                52,833  

               78,392       (25,559)     (32.6)
OIBDA                                                        $    915,590      $          704,115    $   211,475       30.0

* 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 and 69,000 of these subscribers disconnected.
During the three months ended March 31, 2021, the remaining commercial accounts
representing 101,000 subscribers disconnected. The effect of the removal of the
250,000 subscribers, the addition of these 80,000 subscribers and disconnect of
170,000 subscribers was excluded from the calculation of our gross new Pay-TV
subscriber activations, net Pay-TV subscriber additions/losses and Pay-TV churn
rate.  See "Results of Operations - Pay-TV subscribers" for further information.






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Pay-TV subscribers

DISH TV subscribers. We lost approximately 130,000 net DISH TV subscribers
during the three months ended March 31, 2021 compared to the loss of
approximately 132,000 net DISH TV subscribers during the same period in 2020.
This decrease in net DISH TV subscriber losses primarily resulted from lower
gross new DISH TV subscriber activations, offset by a lower DISH TV churn rate.



SLING TV subscribers. We lost approximately 100,000 net SLING TV subscribers
during the three months ended March 31, 2021 compared to the loss of
approximately 281,000 net SLING TV subscribers during the same period in 2020.
The decrease in net SLING TV subscriber losses was primarily related to lower
subscriber disconnects resulting from our emphasis on acquiring and retaining
higher quality subscribers, partially offset by lower SLING TV subscriber
activations. We continue to experience increased competition, including
competition from other subscription video on-demand and live-linear OTT service
providers. The three months ended March 31, 2020 was negatively impacted by
delays and cancellations of sporting events as a result of COVID-19.



DISH TV subscribers, gross. During the three months ended March 31, 2021, we
activated approximately 210,000 gross new DISH TV subscribers compared to
approximately 299,000 gross new DISH TV subscribers during the same period in
2020, a decrease of 29.8%. 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 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, lower discretionary spending and reduced ability
to perform our in-home service operations due to the impact of social
distancing. In addition, our gross new DISH TV subscriber activations continue
to be negatively impacted by stricter customer acquisition policies for our DISH
TV subscribers, including an emphasis on acquiring higher quality subscribers,
and by increased competitive pressures, including aggressive short term
introductory pricing and bundled offers combining broadband, video and/or
wireless services and other discounted promotional offers, and channel removals.



DISH TV churn rate. Our DISH TV churn rate for the three months ended March 31,
2021 was 1.30% compared to 1.54% for the same period in 2020. 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. 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, 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 were
ordered to and in certain cases 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 were or are no longer open to the public, we 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 did
not incur any significant expenses in connection with the return of the 80,000
commercial accounts and accordingly, those commercial accounts were added to our
ending subscriber count during the periods they returned in 2020 and were not
recorded as gross new Pay-TV subscriber activations. During the first quarter of
2021, the remaining commercial accounts representing 101,000 subscribers
disconnected.



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 $3.164 billion for the three months
ended March 31, 2021, a decrease of $2 million or 0.1% compared to the same
period in 2020. The decrease in "Service revenue" compared to the same period in
2020 was primarily related to a lower average Pay-TV subscriber base, offset by
an increase in Pay-TV ARPU, discussed below.



Pay-TV ARPU. Pay-TV ARPU was $93.63 during the three months ended March 31, 2021
versus $88.76 during the same period in 2020. The $4.87 or 5.5% increase in
Pay-TV ARPU was primarily attributable to the DISH TV programming package price
increases in the first quarter 2021 and 2020, the SLING TV programming package
price increases in the first quarter 2021 and 2020 and higher ad sales revenue,
partially offset by an increase in SLING TV subscribers as a percentage of our
total Pay-TV subscriber base. SLING TV subscribers on average purchase lower
priced programming services than DISH TV subscribers, and therefore, the
increase in SLING TV subscribers as a percentage of our total Pay-TV subscriber
base had a negative impact on Pay-TV ARPU.



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Cost of services. "Cost of services" totaled $1.930 billion during the three
months ended March 31, 2021, a decrease of $122 million or 6.0% compared to the
same period in 2020. The decrease in "Cost of services" was primarily
attributable to a lower average Pay-TV subscriber base and a decrease in
variable and retention costs per subscriber, partially offset by higher
programming costs per subscriber. Variable and retention costs per subscriber
decreased due to, among other things, increased operational efficiencies,
including a focused set of staffing reductions in 2020. Programming costs per
subscriber increased during the three months ended March 31, 2021 due to rate
increases in certain of our programming contracts, including the renewal of
certain contracts at higher rates, particularly for local broadcast channels.
"Cost of services" represented 61.0% and 64.8% of "Service revenue" during the
three months ended March 31, 2021 and 2020, respectively.



In the normal course of business, we enter into contracts to purchase
programming content in which our payment obligations are generally contingent on
the number of Pay-TV subscribers to whom we provide the respective content. Our
"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 $338 million during the three months ended
March 31, 2021, an $89 million or 20.9% decrease compared to the same period in
2020. This change was primarily driven by a decrease in subscriber acquisition
costs resulting from reduced marketing expenditures and fewer gross new DISH TV
subscriber activations, and by cost cutting initiatives in the Pay-TV segment,
including a focused set of staffing reductions in 2020.



DISH TV SAC.  DISH TV SAC was $790 during the three months ended March 31, 2021
compared to $861 during the same period in 2020, a decrease of $71 or 8.2%.
This change was primarily attributable to a decrease in advertising costs per
subscriber and higher commercial additions compared to the same period in 2020.
Commercial activations historically have lower DISH TV SAC than residential
activations, and therefore the increase in commercial activations had a positive
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 starting in the
first quarter 2020 and therefore our gross new DISH TV subscriber activations
decreased.



During the three months ended March 31, 2021 and 2020, the amount of equipment
capitalized under our lease program for new DISH TV subscribers totaled $22
million and $35 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."











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

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:




                                                                  5G Network
For the Three Months Ended March 31, 2021     Retail Wireless     Deployment      Total Wireless

                                                               (In thousands)
Total revenue                               $       1,279,955   $      14,694   $      1,294,649
Operating income (loss)                     $         123,879   $   

(32,046) $ 91,833 Purchases of property and equipment $ 16,338 $ 45,925 $ 62,263

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 5 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.  LG Electronics Inc., a large provider of
wireless devices, recently announced they are closing their mobile business
unit. We are working to procure wireless devices from alternative suppliers,
however, there can be no assurances we will be able to procure the supply needed
to meet subscriber demand and any inability to do so could negatively impact our
wireless subscriber activations, retail wireless base and our result of
operations. 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 a
mobile virtual network operator ("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.  T-Mobile provided
notice for the first time in October 2020 that it intends to shutdown the CDMA
Network on or around January 1, 2022, significantly earlier than the July 2023
date that T-Mobile had previously communicated to regulators would be the
earliest shutdown date.  In the event that this shutdown were to occur on this
accelerated timeframe, this would disrupt our Retail Wireless subscriber base
by, among other things, having our subscribers potentially lose service and/or
face increased costs.  A forced migration of this scale under this accelerated
time frame will potentially leave millions of low-income Boost subscribers
without service.  DISH Network is working to mitigate the harms of this
shutdown, however, there can be no assurance these attempts will be successful.



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 Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss) for the three months ended March 31, 2021 includes
the results of the Boost Mobile Acquisition from July 1, 2020 and the Ting
Mobile Acquisition from August 1, 2020. As of March 31, 2021, we had 8.894
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.



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

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.

Wireless - 5G Network Deployment

We have directly invested over $12 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 $22 billion. The $22
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 Condensed Consolidated Financial Statements for
further information on capitalized interest.



DISH Network Spectrum



We have directly invested over $12 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 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.  We have also
entered into multiple long-term agreements with vendors including, among others,
Amazon, American Tower, Fujitsu, Palo Alto and VMware for communication towers,
radios, software, and network security. 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 began construction of
our first major market, Las Vegas, Nevada, during the second quarter of 2021. We
anticipate service for this market to begin by the end of the third quarter

of
2021.



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 Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss).



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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 11 in the Notes to
our Condensed Consolidated Financial Statements for further information.

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

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



The AWS-3 Licenses are subject to certain interim and final build-out
requirements, as well as certain renewal requirements. The Northstar Entities
and/or the SNR Entities may need to raise significant additional capital in the
future, which may be obtained from third party sources or from us, so that the
Northstar Entities and the SNR Entities may commercialize, build-out and
integrate these AWS-3 Licenses, comply with regulations applicable to such AWS-3
Licenses, and make any potential Northstar Re-Auction Payment and SNR Re-Auction
Payment for the AWS-3 licenses retained by the FCC. Depending upon the nature
and scope of such commercialization, build-out 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 11 in the Notes to our Condensed Consolidated Financial
Statements for further information.



We may need to raise significant additional capital in the future to fund the
efforts described above, which may not be available on acceptable terms or at
all. There can be no assurance that we, the Northstar Entities and/or the SNR
Entities will be able to develop and implement business models that will realize
a return on these wireless spectrum licenses or that we, the Northstar Entities
and/or the SNR Entities will be able to profitably deploy the assets represented
by these wireless spectrum licenses, which may affect the carrying amount of
these assets and our future financial condition or results of operations. See
Note 11 in the Notes to our Condensed Consolidated Financial Statements for

further information.



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

RESULTS OF OPERATIONS - Wireless Segment - Retail Wireless Business Unit

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020.




                                                                 For the Three Months Ended
                                                                          March 31,                        Variance
Statements of Operations Data                                      2021    

         2020             Amount          %

                                                                               (In thousands)
Revenue:
Service revenue                                              $    1,045,167    $               -    $ 1,045,167          *

Equipment sales and other revenue                                   234,788

                   -        234,788          *
Total revenue                                                     1,279,955                    -      1,279,955          *

Costs and expenses:
Cost of services                                                    607,835                    -        607,835          *
% of Service revenue                                                   58.2 %                  * %

Cost of sales - equipment and other                                 394,755                   15        394,740          *
Selling, general and administrative expenses                        109,135                1,555        107,580          *
% of Total revenue                                                      8.5 %                  * %
Depreciation and amortization                                        44,351                    -         44,351          *
Total costs and expenses                                          1,156,076                1,570      1,154,506          *

Operating income (loss)                                      $      123,879

$ (1,570) $ 125,449 *

Other data:
Wireless subscribers, as of period end (in millions)                  8.894                    -          8.894          *
Wireless subscriber additions, gross (in millions)                    1.032                    -          1.032          *
Wireless subscriber additions (losses), net (in millions)           (0.161)

                   -        (0.161)          *
Wireless ARPU                                                $        38.89    $               -    $     38.89          *
Wireless churn rate                                                    4.44 %                  - %         4.44 %        *
OIBDA                                                        $      168,230    $         (1,570)    $   169,800          *

* 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 161,000 net wireless subscribers for the three months
ended March 31, 2021, primarily as a result of these operational changes and
competitive pressures. 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. In addition, we have and
continue to face increased competitive pressures, including aggressive
marketing, discounted monthly service plans and greater wireless device
subsidies.















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

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

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020.




                                                For the Three Months Ended March 31,           Variance
Statements of Operations Data                         2021                 2020           Amount          %

                                                                  (In thousands)
Revenue:

Equipment sales and other revenue               $          14,694      $   

   1,102    $    13,592           *
Total revenue                                              14,694              1,102         13,592           *

Costs and expenses:

Cost of sales - equipment and other                         8,650              7,693            957        12.4
Selling, general and administrative expenses               34,903             28,638          6,265        21.9
Depreciation and amortization                               3,187              4,346        (1,159)      (26.7)
Impairment of long-lived assets                                 -          

 356,418      (356,418)           *
Total costs and expenses                                   46,740            397,095      (350,355)      (88.2)

Operating income (loss)                         $        (32,046)      $   (395,993)    $   363,947        91.9

Other data:

Purchases of property and equipment             $          45,925      $   

  18,772    $    27,153           *
OIBDA                                           $        (28,859)      $   (391,647)    $   362,788        92.6

* Percentage is not meaningful.

Equipment sales and other revenue. "Equipment sales and other revenue" totaled
$15 million for the three months ended March 31, 2021, an increase of $14
million compared to the same period in 2020. 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 had an original annual
value of $56 million during its 42 month term, however we expect this amount to
decrease as we exercise our right to terminate individual licenses prior to the
end of their term. The specific termination rights vary by license and we
exercised our ability to terminate certain licenses in the first quarter of 2021
in accordance with our buildout schedule.



Impairment of long-lived assets. "Impairment of long-lived assets" of $356
million during the three months ended March 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 Condensed Consolidated
Financial Statements for further information.



Purchases of property and equipment. "Purchases of property and equipment"
totaled $46 million for the three months ended March 31, 2021, an increase of
$27 million compared to the same period in 2020. Capital expenditures for the
three months ended March 31, 2021 are related to our 5G Network Deployment. We
anticipate expenditures for our 5G Network Deployment to increase substantially
throughout the remainder of 2021 as we ramp up the build-out phase of our 5G
Network Deployment.









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

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