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EchoStar CORP

EchoStar CORPSATSEarnings & Financial Report

Nasdaq · Communication Services · Communications Services, NEC

TiVo Inc. v. EchoStar Corp. is a case stretching from 2004 to 2011, which took place in the United States District Court for the Eastern District of Texas and the United States Court of Appeals for the Federal Circuit. TiVo Inc. sued EchoStar Corp. claiming patent infringement of a DVR technology. The issues addressed during litigation included patent infringement, wording of injunctions, infringing product redesign, contempt of court orders, and contempt sanctions. Ultimately, the court held...

What changed in EchoStar CORP's 10-K — 2024 vs 2025

Top changes in EchoStar CORP's 2025 10-K

711 paragraphs added · 590 removed · 438 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

145 edited+88 added−54 removed175 unchanged
The Communications Act gives the FCC regulatory jurisdiction over many areas relating to communications operations, including: • the assignment of satellite radio frequencies and orbital locations to specific services and companies, the licensing of satellites and earth stations and the granting of related authorizations; • approval for the relocation of satellites to different orbital locations, the replacement of a satellite with another new or existing satellite and the authorization of specific earth stations to communicate with such newly relocated satellites; • ensuring compliance with the terms and conditions of assignments, licenses, authorizations and approvals; • avoiding harmful interference with other radio frequency emitters; and • ensuring compliance with other applicable provisions of the Communications Act and FCC rules and regulations. ​ We hold licenses and authorizations for satellite and earth stations as well as other services.
The Communications Act gives the FCC regulatory jurisdiction over many areas relating to communications operations, including: • assignment of satellite radio frequencies and orbital locations to specific services and companies, the licensing of satellites and earth stations and the granting of related authorizations; • approval for the relocation of satellites to different orbital locations, the replacement of a satellite with another new or existing satellite and the authorization of specific earth stations to communicate with such newly relocated satellites; • ensuring compliance with the terms and conditions of assignments, licenses, authorizations and approvals; • avoiding harmful interference with other radio frequency emitters; and • ensuring compliance with other applicable provisions of the Communications Act and FCC rules and regulations. ​ We hold licenses and authorizations for satellite and earth stations as well as other services.
SpaceX, Amazon’s Project Kuiper (“Kuiper”) and others have obtained FCC authority to launch and operate, or provide service from, NGSO satellite systems using a variety of spectrum bands, including the 12.2-12.7 GHz band, which we use for our DBS service, and where we also have certain licenses to provide one-way terrestrial MVDDS service.
SpaceX, Amazon’s Project Kuiper (“Kuiper”) and others have obtained FCC authority to launch, operate and provide service from, NGSO satellite systems using a variety of spectrum bands, including the 12.2-12.7 GHz band, which we use for our DBS service, and where we also have certain licenses to provide one-way terrestrial MVDDS service.
The address of that website is https://ir.echostar.com/ . ​ We have adopted a written code of ethics that applies to all of our directors, officers and employees, including our principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder.
The address of that website is https://ir.echostar.com/. ​ We have adopted a written code of ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder.
We offer several SLING TV services, including SLING Orange (our single-stream SLING domestic service), SLING Blue (our multi-stream SLING domestic service), International, Latino and Freestream, among others, as well as add-on extras, direct to consumer services, pay-per-view events and a cloud-based DVR service. ​ ● Outstanding Customer Service.
We offer several SLING TV services, including SLING Orange (our single-stream SLING domestic service), SLING Blue and Select (our multi-stream SLING domestic services), International, Latino and Freestream, among others, as well as add-on extras, direct to consumer services, pay-per-view events and a cloud-based DVR service. ​ ● Outstanding Customer Service.
Business – Government Regulations – FCC Regulations Applicable to Our Operations – Cable Act and Program Access ” in this Annual Report on Form 10-K for further information. ​ Through the MNSA and the NSA, we depend in part on T-Mobile and AT&T to provide network services to our Wireless subscribers.
Business – Government Regulations – FCC Regulations Applicable to Our Operations – Cable Act and Program Access ” in this Annual Report on Form 10-K for further information. ​ Through the MNSA and the NSA, we depend on T-Mobile and AT&T to provide network services to our Wireless subscribers.
We are subject to telecommunications regulation by a number of regulatory bodies including the FCC, other U.S. federal and state regulators and government agencies, the ITU and regulators and governments in other countries and regions where we hold licenses including the E.U., the U.K., India, Australia and several Latin American countries.
We are subject to telecommunications regulation by a number of regulatory bodies including the FCC, other U.S. federal and state regulators and government agencies, the ITU and regulators and government agencies in other countries and regions where we hold licenses including the E.U., the U.K., India, Australia and several Latin American countries.
Such providers may be able to, among other things, utilize their increased leverage over third-party content owners and programmers to withhold online rights from us and reduce the price they pay for programming at the expense of other MVPDs, including us; thwart our ability to compete in the wireless market, by, among other things, refuse to enter into data roaming agreements; underutilize key orbital spectrum resources that could be more efficiently used by us; foreclose or degrade our online video offerings at various points in the broadband pipe; and impose data caps on consumers who access our online video offerings.
Such providers may be able to, among other things, utilize their increased leverage over third-party content owners and programmers to withhold online rights from us and reduce the price they pay for programming at the expense of other MVPDs, including us; thwart our ability to compete in the wireless market, by, among other things, refusing to enter into data roaming agreements; underutilize key orbital spectrum resources that could be more efficiently used by us; foreclose or degrade our online video offerings at various points in the broadband pipe; and impose data caps on consumers who access our online video offerings.
In the event that we make changes in, or provide waivers of, the provisions of this code of ethics that the SEC requires us to disclose, we intend to disclose these events on our website. ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS ​ (furnished in accordance with Item 401(b) of Regulation S-K, pursuant to General Instruction G(3) of Form 10-K) ​ The following table and information below sets forth the name, age and position with EchoStar of each of our executive officers, the period during which each executive officer has served as such, and each executive officer’s business experience during the past five years: ​ ​ ​ ​ ​ ​ ​ Name Age Position ​ Charles W.
In the event that we make changes in, or provide waivers of, the provisions of this code of ethics that the SEC requires us to disclose, we intend to disclose these events on our website. ​ 24 ​ Table of Contents ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS ​ (furnished in accordance with Item 401(b) of Regulation S-K, pursuant to General Instruction G(3) of Form 10-K) ​ The following table and information below sets forth the name, age and position with EchoStar of each of our executive officers, the period during which each executive officer has served as such, and each executive officer’s business experience during the past five years: ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position Charles W.
For example, these technological advancements, changes in consumer behavior and the increasing number of choices available to consumers regarding the means by which consumers obtain video content may cause DISH TV subscribers to disconnect our services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through online content providers a certain portion of the services that they would have historically purchased from us. ​ 23 ​ Table of Contents ​ These technological advancements and changes in consumer behavior and/or our failure to effectively anticipate or adapt to such changes, could reduce our gross new Pay-TV subscriber activations and increase our subscriber churn rate and could have a material adverse effect on our business, results of operations and financial condition. ​ New technologies could also create new competitors for us.
For example, these technological advancements, changes in consumer behavior and the increasing number of choices available to consumers regarding the means by which consumers obtain video content may cause DISH TV subscribers to disconnect our services (“cord cutting”), downgrade to smaller, less expensive programming packages (“cord shaving”) or elect to purchase through online content providers a certain portion of the services that they would have historically purchased from us. ​ These technological advancements and changes in consumer behavior and/or our failure to effectively anticipate or adapt to such changes, could reduce our gross new Pay-TV subscriber activations and increase our subscriber churn rate and could have a material adverse effect on our business, results of operations and financial condition. ​ New technologies could also create new competitors for us.
Our SLING TV subscribers on average purchase lower-priced programming services than do DISH TV subscribers. Accordingly, an increase in SLING TV subscribers has a negative impact on our Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”).
Our SLING TV subscribers on average purchase lower-priced programming services than DISH TV subscribers. Accordingly, an increase in SLING TV subscribers has a negative impact on our Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”).
We also offer a variety of value-added services, including, but not limited to, device payment and protection plans and device financing arrangements for certain qualified subscribers. ​ Distribution Channels - Wireless ​ We operate in the consumer market in the United States and use, among other things, print, radio, television and Internet media, on a local and national basis to motivate potential subscribers to contact us, visit our websites or contact independent third-party retailers. ​ We have both an indirect sales channel, which includes third-party owned retail stores and big box stores and a direct sales channel, which services customers online.
We also offer a variety of value-added services, including, but not limited to, device payment and protection plans, international calling and text plans and device financing arrangements for certain qualified subscribers. ​ Distribution Channels - Wireless ​ We operate in the consumer market in the United States and use, among other things, print, radio, television and Internet media, on a local and national basis to motivate potential subscribers to contact us, visit our websites or contact independent third-party retailers. ​ We have both an indirect sales channel, which includes third-party owned retail stores and big box stores and a direct sales channel, which services customers online.
We may not be able to renew these agreements on acceptable terms or at all, and these agreements may be terminated prior to expiration of their original terms. ​ 30 ​ Table of Contents In addition, our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of Pay-TV subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. ​ Negotiations over programming carriage contracts are generally contentious, and certain programmers have, in the past, limited our access to their programming in connection with those negotiations and the scheduled expiration of their programming carriage contracts with us.
We may not be able to renew these agreements on acceptable terms or at all, and these agreements may be terminated prior to expiration of their original terms. ​ In addition, our ability to provide services under these agreements and negotiate acceptable terms depends on, among other things, the number of Pay-TV subscribers we have, our actual, perceived or anticipated financial condition and our negotiating power against each programmer, which can vary depending on the size and scale of such programmer. ​ Negotiations over programming carriage contracts are generally contentious, and certain programmers have, in the past, limited our access to their programming in connection with those negotiations and the scheduled expiration of their programming carriage contracts with us.
In the event that our DISH TV subscriber base continues to decline or such decline accelerates, it could have a material adverse effect on our business, results of operations and financial condition. ​ Changing consumer behavior and new technologies in our Pay-TV business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. ​ New technologies, products and services are driving rapid changes in consumer behavior as consumers seek more control over when, where and how they consume content and access communication services.
In the event that our DISH TV subscriber base continues to decline or such decline accelerates, it could have a material adverse effect on our business, results of operations and financial condition. ​ 29 ​ Table of Contents Changing consumer behavior and new technologies in our Pay-TV business may reduce our subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us. ​ New technologies, products and services are driving rapid changes in consumer behavior as consumers seek more control over when, where and how they consume content and access communication services.
As a result, failure to manage these relationships, including, but not limited to, effectively activating subscribers on the optimal network, transitioning subscribers to a different network, managing the existing subscriber base and vendor relationships and meeting certain minimum commitments could have a material adverse effect on our business, financial condition and results of operations. ​ In the event that a termination under the NSA or the MNSA were to occur, our Wireless subscribers may need to obtain a new device, a new SIM card or receive a software update to continue receiving Wireless services from us.
As a result, failure to manage these relationships, including, but not limited to, effectively activating subscribers on the optimal network, transitioning subscribers to a different network, managing the existing subscriber base and vendor relationships and meeting certain minimum commitments could have a material adverse effect on our business, financial condition and results of operations. ​ 33 ​ Table of Contents ​ In the event that a termination under the NSA or the MNSA were to occur, our Wireless subscribers may need to obtain a new device, a new SIM card or receive a software update to continue receiving Wireless services from us.
However, there can be no guarantee that we will continue to be successful and that failure to meet requirements of our license may result in, among other things, adverse government action, including, but not limited to, acceleration of build out deadlines or cancellation or revocation of our licenses. ​ Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us. ​ The cost of programming represents the largest percentage of our overall Pay-TV costs.
However, there can be no guarantee that we will continue to be successful and that failure to meet requirements of our license may result in, among other things, adverse government action, including, but not limited to, acceleration of build out deadlines or cancellation or revocation of our licenses. ​ 32 ​ Table of Contents ​ Our pay-TV competitors may be able to leverage their relationships with programmers to reduce their programming costs and/or offer exclusive content that will place them at a competitive advantage to us. ​ The cost of programming represents the largest percentage of our overall Pay-TV costs.
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 typically have a few programming contracts with major content providers up for renewal each year and if we are unable to renew any of these agreements on acceptable terms or at all, or the other parties terminate the agreements, there can be no assurance that we would be able to obtain substitute programming, or that such substitute programming would be comparable in quality or cost to our existing programming.
As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses. ​ 37 ​ Table of Contents We typically have a few programming contracts with major content providers up for renewal each year and if we are unable to renew any of these agreements on acceptable terms or at all, or the other parties terminate the agreements, there can be no assurance that we would be able to obtain substitute programming, or that such substitute programming would be comparable in quality or cost to our existing programming.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Trends in our Pay-TV Segment ” in this Annual Report on Form 10-K for further information. ​ 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 herein.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Trends in our Pay-TV Segment ” in this Annual Report on Form 10-K for further information. ​ 28 ​ Table of Contents ​ 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 herein.
These risks may be exacerbated to the extent network operators are able to provide preferential treatment to their data, including, for example, by offering wireless subscribers access to owned or preferred video content over the Internet without counting against a subscriber’s monthly data caps, which may give an unfair advantage to the network operator’s own or partners video content. ​ We cannot predict with any certainty the impact to our business that may result from changes in how network operators handle and charge for access to data that travels across their networks. ​ Economic weakness and uncertainty may adversely affect our ability to grow or maintain our business. ​ Our ability to grow or maintain our business may be adversely affected by economic weakness and uncertainty, which could result in the following: ​ ● Fewer subscriber activations and increased subscriber churn rate.
These risks may be exacerbated to the extent network operators are able to provide preferential treatment to their data, including, for example, by offering wireless subscribers access to owned or preferred video content over the Internet without counting against a subscriber’s monthly data caps, which may give an unfair advantage to the network operator’s own or partners video content. ​ We cannot predict with any certainty the impact to our business that may result from changes in how network operators handle and charge for access to data that travels across their networks. ​ 34 ​ Table of Contents ​ Economic weakness and uncertainty may adversely affect our ability to grow or maintain our business. ​ Our ability to grow or maintain our business may be adversely affected by economic weakness and uncertainty, which could result in the following: ​ ● Fewer subscriber activations and increased subscriber churn rate.
He also served as EchoStar’s Senior Vice President and Corporate Controller from 2008 to 2012 pursuant to a management services agreement between DISH Network and EchoStar. Since joining DISH Network in 1996, Mr. Orban has held various other positions of increasing responsibility in our accounting department. Prior to DISH Network, Mr.
He also served as EchoStar’s Senior Vice President and Corporate Controller pre-Merger from 2008 to 2012 pursuant to a management services agreement between DISH Network and EchoStar. Since joining DISH Network in 1996, Mr. Orban has held various other positions of increasing responsibility in our accounting department. Prior to DISH Network, Mr.
Retention costs with respect to our DISH TV services may be driven higher by, among other things, increased upgrades of existing subscribers’ equipment. ​ ​ Although we expect to continue to incur expenses, such as providing retention credits and other subscriber acquisition and retention expenses, including, but not limited to, device subsidies and upgrade discounts, to attract and retain subscribers, there can be no assurance that our efforts will generate new subscribers or result in a lower churn rate.
Retention costs with respect to our DISH TV services may be driven higher by, among other things, increased upgrades of existing subscribers’ equipment. ​ 36 ​ Table of Contents ​ Although we expect to continue to incur expenses, such as providing retention credits and other subscriber acquisition and retention expenses, including, but not limited to, device subsidies and upgrade discounts, to attract and retain subscribers, there can be no assurance that our efforts will generate new subscribers or result in a lower churn rate.
We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. ​ In addition, we offer our DISH TV subscribers streaming access through DISH On Demand® to thousands of movies and television shows via their TV or Internet-connected devices. ​ Our DISH TV subscribers also have the ability to use dishanywhere.com and our DISH Anywhere® mobile applications on Internet-connected devices to view authorized content, search program listings and remotely control certain features of their DVRs.
We also offer programming packages that include local broadcast networks, specialty sports channels, premium movie channels and Latino and international programming. ​ In addition, we offer our DISH TV subscribers streaming access through DISH On Demand® to thousands of movies and television shows via their TV or Internet-connected devices. ​ 8 ​ Table of Contents ​ Our DISH TV subscribers also have the ability to use dishanywhere.com and our DISH Anywhere® mobile applications on Internet-connected devices to view authorized content, search program listings and remotely control certain features of their DVRs.
In addition, the manner in which regulations or legislation in these areas may be interpreted and enforced cannot be precisely determined, which in turn could have an adverse effect on our business, financial condition and results of operations. ​ As detailed below, our Pay-TV operations are subject to FCC jurisdiction, including, without limitation, the FCC’s rules for satellite licensing, placement of satellites, interference avoidance, spectrum sharing and coordination with other satellite systems.
In addition, the manner in which regulations or legislation in these areas may be interpreted and enforced cannot be precisely determined, which in turn could have an adverse effect on our business, financial condition and results of operations. ​ 14 ​ Table of Contents ​ As detailed below, our Pay-TV operations are subject to FCC jurisdiction, including, without limitation, the FCC’s rules for satellite licensing, placement of satellites, interference avoidance, spectrum sharing and coordination with other satellite systems.
These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, Max, STARZ, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings. ​ Significant changes in consumer behavior regarding 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 or Internet-connected device they choose.
These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, HBO Max, STARZ, ESPN Unlimited, FOX One, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings. ​ Significant changes in consumer behavior regarding 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 or Internet-connected device they choose.
To the extent that network operators implement usage-based pricing including, but not limited to, meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our SLING TV subscriber count could be negatively impacted. ​ 27 ​ Table of Contents Furthermore, to the extent network operators create tiers of Internet access service and either charge us for or prohibit us from being available through these tiers, our SLING TV business could be negatively impacted.
To the extent that network operators implement usage-based pricing including, but not limited to, meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our SLING TV subscriber count could be negatively impacted. ​ Furthermore, to the extent network operators create tiers of Internet access service and either charge us for or prohibit us from being available through these tiers, our SLING TV business could be negatively impacted.
The broadcast stations’ demands for higher rates have resulted in more frequent negotiating impasses and programming interruptions. During these programming interruptions, our subscribers in the affected markets lack access to popular programming and may switch to another multichannel distributor that may be able to provide them with such programming.
The broadcast stations’ demands for higher rates have resulted in more frequent negotiating impasses and programming interruptions. During these programming interruptions, our subscribers in the affected markets lack access to popular programming and may switch to another multichannel video programming distributor (“MVPD”) that may be able to provide them with such programming.
A termination of either the NSA or the MNSA, respectively, could result in significant financial and operational challenges to mitigate such termination, and there can be no assurances that any attempts to mitigate a termination event would be successful on an acceptable timeframe or at all. ​ We compete with the MNOs whose networks we partially rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so. ​ We are able to offer wireless services to our customers through the 5G Network, and through our existing agreements with AT&T and T-Mobile, both of whom are competitors of ours.
A termination of either the NSA or the MNSA, respectively, could result in significant financial and operational challenges to mitigate such termination, and there can be no assurances that any attempts to mitigate a termination event would be successful on an acceptable timeframe or at all. ​ We compete with the MNOs whose networks we rely on to provide wireless services to our customers, and they may seek to limit, reduce or terminate our network access to the extent that it becomes competitively advantageous to do so. ​ We are able to offer wireless services to our customers through our Hybrid MNO, and through our existing agreements with AT&T and T-Mobile, both of whom are competitors of ours.
Furthermore, the rates we are charged for retransmitting local channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers, which could have a material adverse effect on our business, financial condition and results of operations. ​ 31 ​ Table of Contents ​ We have limited satellite capacity and failures or reduced capacity could adversely affect our business, financial condition and results of operations. ​ Operation of our Pay-TV and Broadband and Satellite Services businesses requires that we have adequate satellite transmission capacity for the programming and services we offer.
Furthermore, the rates we are charged for retransmitting local channels have been increasing substantially and may exceed our ability to increase our prices to our subscribers, which could have a material adverse effect on our business, financial condition and results of operations. ​ We have limited satellite capacity and failures or reduced capacity could adversely affect our business, financial condition and results of operations. ​ Operation of our Pay-TV and Broadband and Satellite Services businesses requires that we have adequate satellite transmission capacity for the programming and services we offer.
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 rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content.
Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services. ​ 9 ​ Table of Contents 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 rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content.
In addition, the Copyright Act of 1976 (the “Copyright Act”) and the Communications Act of 1934 (the “Communications Act”) govern our carriage of broadcast signals. ​ Our 5G Network Deployment services and our Wireless spectrum licenses are subject to regulation by the FCC and, depending on the jurisdiction, other federal, state and local, as well as international, governmental authorities and regulatory agencies, including, among other things, regulations governing the licensing, construction, operation, sale and interconnection arrangements of wireless telecommunications systems.
In addition, the Copyright Act of 1976 (the “Copyright Act”) and the Communications Act of 1934 (the “Communications Act”) govern our carriage of broadcast signals. ​ Our Wireless services and our wireless spectrum licenses are subject to regulation by the FCC and, depending on the jurisdiction, other federal, state and local, as well as international, governmental authorities and regulatory agencies, including, among other things, regulations governing the licensing, construction, operation, sale and interconnection arrangements of wireless telecommunications systems.
To improve our operational performance, we continue to make investments in staffing, training, information systems and other initiatives, primarily in our call center and in-home service operations, and our Broadband and Satellite Services and Wireless business operations. ​ 29 ​ Table of Contents These investments are intended to, among other things, help combat inefficiencies introduced by the increasing complexity of our business, improve subscriber satisfaction, reduce subscriber churn, increase productivity and allow us to scale better over the long run.
To improve our operational performance, we continue to make investments in staffing, training, information systems and other initiatives, primarily in our call center and in-home service operations, and our Broadband and Satellite Services and Wireless business operations. ​ These investments are intended to, among other things, help combat inefficiencies introduced by the increasing complexity of our business, improve subscriber satisfaction, reduce subscriber churn, increase productivity and allow us to scale better over the long run.
In recent years, Akhavan has been active in private equity and serving on the board of directors of several public and private companies. ​ Paul Gaske. Mr. Gaske became Chief Operating Officer, Hughes effective January 1, 2023, reporting to the Company’s Chief Executive Officer. Prior to becoming the Chief Operating Officer, Mr.
Akhavan has been active in private equity and serving on the board of directors of several public and private companies. ​ Paul Gaske. Mr. Gaske became Chief Operating Officer, Hughes effective January 1, 2023, reporting to the Company’s Chief Executive Officer. Prior to becoming the Chief Operating Officer, Mr.
Other pay-TV providers may have more successfully marketed and promoted their programming packages and value-added services and may also be better equipped and have greater resources to increase their programming offerings and value-added services to respond to increasing consumer demand. ​ 22 ​ Table of Contents We may be required to make substantial additional investments in infrastructure to respond to competitive pressure to deliver enhanced programming and other value-added services, and there can be no assurance that we will be able to compete effectively with offerings from other pay-TV providers. ​ Furthermore, this increasingly competitive environment may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.
Other pay-TV providers may have more successfully marketed and promoted their programming packages and value-added services and may also be better equipped and have greater resources to increase their programming offerings and value-added services to respond to increasing consumer demand. ​ We may be required to make substantial additional investments in infrastructure to respond to competitive pressure to deliver enhanced programming and other value-added services, and there can be no assurance that we will be able to compete effectively with offerings from other pay-TV providers. ​ Furthermore, this increasingly competitive environment may require us to increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.
We cannot predict the future of these rules or the impact to our Wireless business. ​ To the extent that network operators implement usage-based pricing, including, but not limited to, meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our Pay TV subscriber count could be negatively impacted.
We cannot predict the future of these rules or the impact to our Wireless business. ​ 19 ​ Table of Contents To the extent that network operators implement usage-based pricing, including, but not limited to, meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our Pay TV subscriber count could be negatively impacted.
Furthermore, foreign countries in which we currently, or may in the future, operate may not authorize us access to all of the spectrum that we need to provide service in a particular country. ​ Registration in the UN Registry of Space Objects ​ The United States and other jurisdictions in which we license satellites are parties to the United Nations (“UN”) Convention on the Registration of Objects Launched into Outer Space (“The UN Convention”).
Furthermore, foreign countries in which we currently, or may in the future, operate may not authorize us access to all of the spectrum that we need to provide service in a particular country. ​ 21 ​ Table of Contents ​ Registration in the UN Registry of Space Objects ​ The United States and other jurisdictions in which we license satellites are parties to the United Nations (“UN”) Convention on the Registration of Objects Launched into Outer Space (“The UN Convention”).
Material competitive risks to our business include, but are not limited to, the following: ​ ● competition from new or different technology compared to our offerings; ● competition from existing or new competitors entering the same markets we serve; ● government funding for competing products and services, reducing demand for our products and services; and ● competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology. ​ If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy. ​ In order to grow and remain competitive, we will need to adapt to changes in available technology, including, but not limited to, artificial intelligence and machine learning, continually invest in our 5G Network Deployment, increase 5G Network capacity, enhance our existing service offerings and introduce new offerings to meet our current and potential subscribers’ changing service demands.
Material competitive risks to our business include, but are not limited to, the following: ​ ● competition from new or different technology compared to our offerings; ● competition from existing or new competitors entering the same markets we serve; ● government funding for competing products and services, reducing demand for our products and services; and ● competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology. ​ 35 ​ Table of Contents ​ If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy. ​ In order to grow and remain competitive, we will need to adapt to changes in available technology, including, but not limited to, artificial intelligence and machine learning, continually invest in our Hybrid MNO, increase 5G Network capacity, enhance our existing service offerings and introduce new offerings to meet our current and potential subscribers’ changing service demands.
If we fail to reach retransmission consent agreements with such broadcasters, we cannot carry their signals. This could have an adverse effect on our strategy to compete with cable and other satellite companies that provide local signals.
If we fail to reach retransmission consent agreements with such broadcasters, we cannot carry their signals. This could have an adverse effect on our ability to compete with cable and other satellite companies that provide local signals.
We cannot predict either the outcome of such proceedings or any potential impact they might have on these industries or on our operations. ​ 10 ​ Table of Contents ​ FCC Regulations Applicable to Our Operations ​ FCC Jurisdiction over Satellite Operations .
We cannot predict either the outcome of such proceedings or any potential impact they might have on these industries or on our operations. ​ 15 ​ Table of Contents ​ FCC Regulations Applicable to Our Operations ​ FCC Jurisdiction over Satellite Operations .
Many of the services we provide are also subject to FCC regulation as telecommunications services.
Many of the services we provide are subject to FCC regulation as telecommunications services.
We must comply with FCC rules promulgating public interest requirements for DBS providers, security functionality for video providers, technology standards, media ownership, carriage of cable programming and net neutrality.
We must comply with FCC rules promulgating public interest requirements for DBS providers, security functionality for video providers, technology standards, media ownership and carriage of cable programming.
If adopted, such requirements could negatively impact our carriage negotiations. We cannot predict the timing or outcome of this proceeding. ​ 13 ​ Table of Contents ​ Media Ownership Rules.
If adopted, such requirements could negatively impact our carriage negotiations. We cannot predict the timing or outcome of this proceeding. ​ 18 ​ Table of Contents Media Ownership Rules.
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. ​ 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.
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. ​ 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 under the caption “Item 1A.
In addition, the national broadcasters have used their ownership of certain local broadcast stations to require us to carry additional cable programming in exchange for retransmission consent of their local broadcast stations.
In addition, the national broadcasters have used their ownership of certain local broadcast stations to require us to carry additional non-broadcast programming in exchange for retransmission consent of their local broadcast stations.
In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered, and resolution of issues of interference between spectrum bands.
In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to, among other things, how radio spectrum is used by licensees, the nature of the services that licensees may offer and how the services may be offered and resolution of issues of interference between spectrum bands.
We can incur significant upfront costs to subsidize wireless devices offered under promotional pricing to consumers. ​ 7 ​ Table of Contents ​ Competition - Wireless ​ Wireless communication services is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data.
We can incur significant upfront costs to subsidize wireless devices offered under promotional pricing to consumers. ​ Competition - Wireless ​ Wireless communication services is a mature market with moderate year over year organic growth. Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data.
We also incur significant upfront costs to install satellite dishes and receivers in the homes of our new DISH TV subscribers. ​ 4 ​ Table of Contents ​ Competition – Pay-TV ​ Competition has intensified in recent years as the pay-TV industry has matured.
We also incur significant upfront costs to install satellite dishes and receivers in the homes of our new DISH TV subscribers. ​ Competition – Pay-TV ​ Competition has intensified in recent years as the pay-TV industry has matured.
As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers. ​ In our enterprise markets, we compete against multiple categories of providers.
As a global provider of network technologies, products and services, our Broadband and Satellite Services segment competes with a large number of telecommunications and satellite internet service providers. ​ 12 ​ Table of Contents ​ In our enterprise markets, we compete against multiple categories of providers.
Several third parties have opposed in the past, and we expect these or other parties to oppose in the future, some of our FCC satellite authorizations and pending and future requests to the FCC for extensions, modifications, waivers and approvals of our licenses.
Several third parties have opposed in the past, and we expect these or other parties to oppose in the future, some of our pending and future FCC satellite applications for extensions, modifications, waivers and approvals of our licenses.
Any of the following risks, among others, may have a material adverse effect on our future business, results of operations and financial condition. ​ ● The wireless services industry is dominated by incumbents .
Any of the following risks, among others, may have a material adverse effect on our future business, results of operations and financial condition. ​ 30 ​ Table of Contents ​ ● The wireless services industry is dominated by incumbents .
Additionally, we review the Superfund Amendments and Reauthorization Act Title III regulatory requirements and annually report quantities of onsite material storage using Tier II, state DEQ (Department of Environmental Quality) reporting systems. ​ ​ 18 ​ Table of Contents ​ Our environmental compliance costs, capital and other expenditures to date have not been material, and we do not expect them to be material in 2025 or 2026.
Additionally, we review the Superfund Amendments and Reauthorization Act Title III regulatory requirements and annually report quantities of onsite material storage using Tier II, state DEQ (Department of Environmental Quality) reporting systems. ​ Our environmental compliance costs, capital and other expenditures to date have not been material, and we do not expect them to be material in 2026 or 2027.
Under the Resource Conservation and Recovery Act, our Hughes segment is considered a small quantity generator. ​ As required by the EPCRA, we file annual reports with regulatory agencies covering four areas: Emergency Planning, Emergency Release, Hazardous Chemical Storage and Toxic Chemical Release Inventory.
Under the Resource Conservation and Recovery Act, our Hughes segment is considered a small quantity generator. ​ ​ 22 ​ Table of Contents ​ As required by the EPCRA, we file annual reports with regulatory agencies covering four areas: Emergency Planning, Emergency Release, Hazardous Chemical Storage and Toxic Chemical Release Inventory.
These transactions may affect us adversely by, among other things, making it more difficult for us to obtain access to certain programming networks on nondiscriminatory and fair terms, or at all. ​ For further information see “Item 1A – Risk Factors – Competition and Economic Risks – We face intense and increasing competition from providers of video, broadband and/or wireless services, which may require us to further increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.” ​ 5 ​ Table of Contents WIRELESS ​ Business Strategy - Wireless ​ Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber base and commercialize and grow customer traffic on our 5G Network.
These transactions may affect us adversely by, among other things, making it more difficult for us to obtain access to certain programming networks on nondiscriminatory and fair terms, or at all. ​ For further information see “Item 1A – Risk Factors – Competition and Economic Risks – We face intense and increasing competition from providers of video, broadband and/or wireless services, which may require us to further increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.” ​ WIRELESS ​ Business Strategy - Wireless ​ Our Wireless segment business strategy is to expand our current target segments and profitably grow our Wireless subscriber base.
Pursuant to the Bylaws of EchoStar, executive officers serve at the discretion of the Board of Directors. ​ Item 1A. RISK FACTORS ​ The risks and uncertainties described below are not the only ones facing us.
Pursuant to the Bylaws of EchoStar, executive officers serve at the discretion of the Board of Directors. ​ 26 ​ Table of Contents ​ Item 1A. RISK FACTORS ​ The risks and uncertainties described below are not the only ones facing us.
For further information related to our licenses and build-out requirements related to our Wireless spectrum licenses see Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ Our Pay-TV and 5G Network Deployment operations are subject to federal, state and international laws relating to the collection, use, retention, security and transfer of personally identifiable information.
For further information related to our licenses and build-out requirements related to our wireless spectrum licenses see Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ Our operations are subject to federal, state and international laws relating to the collection, use, retention, security and transfer of personally identifiable information.
For example, with respect to our Pay-TV business, our gross new DISH TV subscriber activations, net DISH TV subscriber additions, and DISH TV churn rate continue to be negatively impacted by stricter subscriber acquisition and retention policies for our DISH TV subscribers, including, but not limited to, higher quality subscribers.
For example, with respect to our Pay-TV business, our gross new DISH TV subscriber activations, net DISH TV subscriber additions, and DISH TV churn rate continue to be negatively impacted by stricter subscriber acquisition and retention policies for our DISH TV subscribers, including, but not limited to, our emphasis on activating and retaining higher quality subscribers.
Ergen serves as executive Chairman and has been Chairman of the Board of Directors of DISH Network Corporation (“DISH”) since its formation and, during the past five years, has held executive officer and director positions with DISH and its subsidiaries (together with DISH, “Dish Network”) most recently serving as the Chief Executive Officer of DISH from March 2015 to December 2017. ​ 20 ​ Table of Contents Hamid Akhavan.
Ergen serves as executive Chairman and has been Chairman of the Board of Directors of DISH Network Corporation (“DISH”) since its formation and, during the past five years, has held executive officer and director positions with DISH and its subsidiaries (together with DISH, “Dish Network”) serving as the Chief Executive Officer of DISH from March 2015 to December 2017. ​ Hamid Akhavan.
Mr. Akhavan has served as our Chief Executive Officer and President since April 2022. Following the announcement of the agreement to enter into the business combination with DISH Network , Mr. Akhavan served as the DISH Network’s Chief Executive Officer from November 2023 to December 2023. Prior to joining EchoStar, Mr.
Mr. Akhavan has served as Chief Executive Officer, EchoStar Capital since November 2025. Mr. Akhavan served as our Chief Executive Officer and President from April 2022 to November 2025. Following the announcement of the agreement to enter into the business combination with DISH Network, Mr. Akhavan served as DISH Network’s Chief Executive Officer from November 2023 to December 2023.
Swieringa joined DISH Network in December 2007 serving in our finance department. 21 ​ Table of Contents ​ There are no arrangements or understandings between any executive officer and any other person pursuant to which any executive officer was selected as such.
Swieringa joined DISH Network in December 2007 serving in our finance department. ​ There are no arrangements or understandings between any executive officer and any other person pursuant to which any executive officer was selected as such.
In addition, in order to obtain universal service funding, we are subject to being an eligible telecommunications carrier in all 50 states. ​ International Regulation ​ We are subject to certain regulations adopted by the International Telecommunication Union (“ITU”).
In addition, in order to obtain universal service funding, we are subject to being an eligible telecommunications carrier in all 50 states. ​ 20 ​ Table of Contents International Regulation ​ We are subject to certain regulations adopted by the International Telecommunication Union (“ITU”).
Orban served as Senior Vice President and Chief Accounting Officer from December 2015 to July 2019, Senior Vice President and Corporate Controller from September 2006 to December 2015 and as Vice President and Corporate Controller from September 2003 to September 2006.
Orban served as Senior Vice President and Chief Accounting Officer of DISH Network from December 2015 to July 2019, Senior Vice President and Corporate Controller from September 2006 to December 2015 and as Vice President and Corporate Controller from September 2003 to September 2006.
Ergen, our Chairman and certain other executives. The loss of Mr. Ergen or of certain other key executives could have a material adverse effect on our business, financial condition and results of operations.
Ergen, our Chairman, President and Chief Executive Officer and certain other executives. The loss of Mr. Ergen or of certain other key executives could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products to avoid infringement. ​ SEGMENT REPORTING DATA AND GEOGRAPHIC AREA DATA ​ For segment reporting data and principal geographic area data for 2024, 2023 and 2022, see Note 16 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ HUMAN CAPITAL ​ We believe that our future success will depend to a significant extent upon the performance of Charles W.
Furthermore, we cannot be certain that we would be able to obtain licenses from these persons on commercially reasonable terms or, if we were unable to obtain such licenses, that we would be able to redesign our products to avoid infringement. ​ See Note 15 “ Contingencies – Litigation ” in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ SEGMENT REPORTING DATA AND GEOGRAPHIC AREA DATA ​ For segment reporting data and principal geographic area data for 2025, 2024 and 2023, see Note 16 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ 23 ​ Table of Contents ​ HUMAN CAPITAL ​ We believe that our future success will depend to a significant extent upon the performance of Charles W.
Necessary federal approval of these applications may not be granted, may not be granted in a timely manner, or may be granted subject to conditions that may be cumbersome.
Necessary approval of these applications may not be granted, may not be granted in a timely manner or may be granted subject to conditions that may be unacceptable.
While our subscribers can use their traditional video subscription to access mobile programming, an increasing number of subscribers are also using mobile devices as the sole means of viewing video, and an increasing number of non-traditional video providers is developing content and technologies to satisfy that demand.
While our subscribers can use their traditional video subscription to access mobile programming, an increasing number of subscribers are also using mobile devices as the sole means of viewing video, and an increasing number of non-traditional video providers is developing content and technologies to satisfy that demand, including, but not limited to, certain exclusive content.
Manson joined our subsidiary Hughes Network Systems, LLC in 2000 and was appointed its General Counsel in 2004. He was previously with the law firm of Milbank, Tweed, Hadley & McCloy LLP, where he focused on international project finance and corporate transactions. ​ Paul W. Orban . Mr.
Manson joined our subsidiary Hughes Network Systems, LLC in 2000 and was appointed its General Counsel in 2004. He was previously with the law firm of Milbank, Tweed, Hadley & McCloy LLP, where he focused on international project finance and corporate transactions. ​ 25 ​ Table of Contents ​ Paul W. Orban . Effective February 26, 2026, Mr.
We offer domestic SLING TV services as a single-stream service branded SLING Orange and a multi-stream service branded SLING Blue, which includes, among other things, the ability to stream on up to three devices simultaneously.
We offer domestic SLING TV services as a single-stream service branded SLING Orange, which includes multiple flexible subscription options, and a multi-stream service branded SLING Blue and SLING Select, which includes, among other things, the ability to stream on up to three devices simultaneously.
For example, we may not be able to obtain and offer certain technologies, features or services that are subject to competitor patents or other exclusive arrangements. Our success and financial results also depend on, among other factors, our ability to achieve a lower cost structure in our 5G Network Deployment and commercialization of our 5G Network.
For example, we may not be able to obtain and offer certain technologies, features or services that are subject to competitor patents or other exclusive arrangements. Our success and financial results also depend on, among other factors, our ability to achieve a lower cost structure in our Hybrid MNO.
In addition, we face increasing competition from wireless telecommunications providers who offer mobile video offerings or partner with others to create bundled offerings. Wireless mobile video offerings have become more prevalent in the marketplace as wireless telecommunications providers have expanded the fifth generation of wireless communications.
In addition, we face increasing competition from wireless telecommunications providers who offer mobile video offerings or partner with others to create bundled offerings. Wireless mobile video offerings have become more prevalent in the marketplace as wireless telecommunications providers have expanded the fifth generation of wireless communications continued to partner with providers of live and on-demand video content.
Current FCC rules permit us to pass these contributions through to our customers.
Current FCC rules permit us to pass these contributions on to our customers.
As we complete our 5G Network Deployment and continue to transition our business to an MNO from an MVNO, our results of operations and financial performance will depend in part on our ability to offer wireless services more cost effectively than we are able to do so through the use of our current MVNO agreements. ● We depend on certain third parties to provide us with infrastructure and products and services .
As we continue to transition our business to a Hybrid MNO from an MVNO, our results of operations and financial performance will depend in part on our ability to offer wireless services more cost effectively than we are able to do so through the use of our current MVNO agreements. ​ 31 ​ Table of Contents ● We depend on certain third parties to provide us with infrastructure and products and services .
Although all of our executives have executed agreements with certain non-competition restrictions that apply if they leave us, we generally do not have employment agreements with them. ​ We believe that our Wireless business, including our ability to complete our 5G Network Deployment, is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry.
Although all of our executives have executed agreements with certain non-competition restrictions that apply if they leave us, we generally do not have employment agreements with them. ​ We believe that our business is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of our industries.
In addition, any other changes in the Cable Act, and/or the FCC’s rules that implement the Cable Act, that currently limit the ability of cable-affiliated programmers to discriminate against competing businesses such as ours, could adversely affect our ability to acquire cable-affiliated programming at all or to acquire programming on nondiscriminatory terms.
Any changes to the Cable Act or the FCC’s rules implementing it that currently limit the ability of cable-affiliated programmers to discriminate against competing businesses such as ours, could adversely affect our ability to acquire cable-affiliated programming at all or to acquire programming on nondiscriminatory terms.
We provide broadband satellite technologies and broadband internet products and services to these customers. 8 ​ Table of Contents ​ Competition – Broadband and Satellite Services ​ Our industry is highly competitive.
We provide broadband satellite technologies and broadband internet products and services to these customers. ​ Competition – Broadband and Satellite Services ​ Our industry is highly competitive.
In most countries, a license is required to provide our services and to operate satellite systems and earth stations. ​ Such licenses may impose certain conditions, including implementation and operation of the satellite system in a manner consistent with certain milestones (such as for contracting, satellite design, construction, launch and implementation of service), that the satellite or its launch be procured through a national entity, that the satellite control center be located in a national territory, that a license be obtained prior to launching or operating the satellite or that a license be obtained before interconnecting with the local switched telephone network and we may be subject to penalties or fines for failing to meet such conditions. 16 ​ Table of Contents Additionally, some countries may have restrictions on the services we provide and how we provide them and/or may limit the rates that can be charged for the services we provide or impose other service terms or restrictions.
In most countries, a license is required to provide our services and to operate satellite systems and earth stations. ​ Such licenses may impose certain conditions, including implementation and operation of the satellite system in a manner consistent with certain milestones (such as for contracting, satellite design, construction, launch and implementation of service), that the satellite or its launch be procured through a national entity, that the satellite control center be located in a national territory, that a license be obtained prior to launching or operating the satellite or that a license be obtained before interconnecting with the local switched telephone network and we may be subject to penalties or fines for failing to meet such conditions.
Akhavan has accumulated extensive leadership experience at major telecommunications and technology companies, including Chief Executive Officer of Unify, Inc, and Chief Executive Officer of T-Mobile International, where he also served as a member of the Board of Management of Deutsche Telekom.
Prior to joining EchoStar, Mr. Akhavan has accumulated extensive leadership experience at major telecommunications and technology companies, including Chief Executive Officer of Unify, Inc, and Chief Executive Officer of T-Mobile International, where he also served as a member of the Board of Management of Deutsche Telekom. In recent years, Mr.
We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget. ​ We offer nationwide Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands, as well as a competitive portfolio of wireless devices.
We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget. ​ Our Wireless segment provides Wireless services and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands.
These obligations require us to set aside four percent of our channel capacity exclusively for noncommercial programming for which we must charge programmers below-cost rates and for which we may not impose additional charges on subscribers.
The FCC imposes certain public interest obligations on our DBS licenses. These obligations require us to set aside four percent of our channel capacity exclusively for noncommercial programming for which we must charge programmers below-cost rates and for which we may not impose additional charges on subscribers.
While our agreements with AT&T and T-Mobile had ten and seven-year terms from the date of signing, respectively, to the extent that either network service provider experiences, among other things, network capacity challenges, it is possible that our subscribers could be de-prioritized for access to those networks.
While our agreements with AT&T and T-Mobile had fixed terms from the date of signing that have since been amended, to the extent that either network service provider experiences, among other things, network capacity challenges or other challenges, it is possible that our subscribers could be de-prioritized for access to those networks.
Both ViaSat and SpaceX have also entered the South and Central American consumer markets. ​ Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc. ​ Manufacturing – Broadband and Satellite Services ​ Certain products in our Broadband and Satellite Services segment are assembled at our facilities, and we outsource a portion of the manufacturing of other products to third parties.
Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc. ​ Manufacturing – Broadband and Satellite Services ​ Certain products in our Broadband and Satellite Services segment are assembled at our facilities, and we outsource a portion of the manufacturing of other products to third parties.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation. There can be no assurances that our Wireless spectrum licenses will be renewed. Failure to comply with FCC build-out requirements in a given license area may result in acceleration of other build-out requirements or in the modification, cancellation or non-renewal of licenses.
There can be no assurances that our wireless spectrum licenses will be renewed. Failure to comply with FCC build-out requirements in a given license area may result in acceleration of other build-out requirements or in the modification, cancellation or non-renewal of licenses.
Several of our satellites also include spot-beam technology that enables us to increase the number of markets where we provide local channels, but reduces the number of video channels that could otherwise be offered across the entire United States. ​ 11 ​ Table of Contents ​ The FCC has licensed us to operate a total of 82 DBS frequency channels at the following orbital locations: ​ ● 21 DBS frequency channels at the 119 degree orbital location, capable of providing service to the continental United States (“CONUS”); and ● 29 DBS frequency channels at the 110 degree orbital location, capable of providing service to CONUS; and ● 32 DBS frequency channels at the 61.5 degree orbital location, capable of providing service to most of the United States – of these 32 channels, 30 are licensed to us and we are authorized to use the additional two channels under a grant of Special Temporary Authority. ​ In addition, we currently lease or have entered into agreements to lease capacity on satellites using the following spectrum at the following orbital locations: ​ ● 500 MHz of Ku-band FSS spectrum that is divided into 18 frequency channels at the 118.7 degree orbital location, which is a Canadian FSS slot that is capable of providing service to CONUS, Alaska and Hawaii; and ● 32 DBS frequency channels at the 72.7 degree orbital location, which is a Canadian DBS slot that is capable of providing service to CONUS. ​ Interference from Other Services Sharing Satellite Spectrum .
Several of our satellites also include spot-beam technology that enables us to increase the number of markets where we provide local channels, but reduces the number of video channels that could otherwise be offered across the entire United States. ​ 16 ​ Table of Contents ​ The FCC has licensed us to operate a total of 82 DBS frequency channels at the following orbital locations: ​ ● 21 DBS frequency channels at the 119 degree orbital location, capable of providing service to the continental United States (“CONUS”); and ● 29 DBS frequency channels at the 110 degree orbital location, capable of providing service to CONUS; and ● 32 DBS frequency channels at the 61.5 degree orbital location, capable of providing service to most of the United States. ​ In addition, we currently lease or have entered into agreements to lease capacity on satellites using the following spectrum at the following orbital locations: ​ ● 16 DBS frequency channels at the 72.7 degree orbital location, which is a Canadian DBS slot that can provide service to CONUS. ​ Interference from Other Services Sharing Satellite Spectrum .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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If the quality of our products and services does not meet our subscribers’ expectations, then our business, and ultimately our reputation, could be negatively impacted. ​ We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business. ​ Historically, we have contracted with and rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing systems, security access devices and many components that we provide to subscribers in order to deliver services from our Pay-TV, Wireless and Broadband or Satellite Services businesses.
If the quality of our products and services does not meet our subscribers’ expectations, then our business, and ultimately our reputation, could be negatively impacted. ​ We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business. ​ Historically, we have contracted with and rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing systems, security access devices and many components that we provide to subscribers in order to deliver services from our Pay-TV, Wireless or Broadband and Satellite Services businesses.
Furthermore, the conditions imposed for obtaining any necessary approvals could delay the completion of such transactions for a significant period of time or prevent them from occurring at all. We may not be able to complete such transactions, and such transactions, if executed, pose significant risks and could have a negative effect on our operations.
Furthermore, the conditions imposed for obtaining any necessary approvals could delay the completion of such transactions for a significant period of time or prevent them from occurring at all. We may not be able to complete such transactions, and such transactions, if executed, may pose significant risks and could have a negative effect on our operations.
If we are unable to successfully address these challenges and risks, our business, financial condition and/or results of operations may suffer. ​ We may need additional capital, which may not be available on favorable terms or at all, to fund current obligations, continue investing in our business and to finance acquisitions and other strategic transactions. ​ Weakness in the equity markets could make it difficult for us to raise equity financing without incurring substantial dilution to our existing shareholders.
If we are unable to successfully address these challenges and risks, our business, financial condition and/or results of operations may suffer. ​ We will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, continue investing in our business and to finance acquisitions and other strategic transactions. ​ Weakness in the equity markets could make it difficult for us to raise equity financing without incurring substantial dilution to our existing shareholders.
To the extent we require access to funds, we may need to sell these securities under unfavorable market conditions, record impairment charges and fall short of our financing needs. ​ Covenants in our and our subsidiaries’ Indentures restrict our business in many ways. ​ There are restrictive covenants in our and our subsidiaries’ Indentures that restrict us and our subsidiaries (as applicable), under certain circumstances, from taking certain actions such as, among other things: ​ ● incur or guarantee additional debt; ● allow to exist certain restrictions on certain subsidiaries’ ability to pay dividends, make distributions, make other payments or transfer assets; ● restrict our ability to make investments or make other payments in respect of our equity securities or our other indebtedness; ● limit our ability to incur indebtedness that is senior to, equal or subordinate to certain Indebtedness, or to engage in certain sale/leaseback transactions; ● enter into certain transactions with affiliates; ● merge or consolidate with another company; ● restrict our ability to repurchase or prepay any other of our securities or other indebtedness; ● restrict our ability to enter into highly leveraged transactions; ● incur liens; and ● restrict guarantors’ ability to engage in new activities . ​ Our ability to, among other things, recapitalize, incur additional debt, secure existing or future debt or take a number of other actions may be limited by the terms of our Indentures, business and tax considerations and legal restrictions, including, but not limited to, repurchasing indebtedness or capital stock or paying dividends and could have the effect of diminishing our ability to make payments on our outstanding Indebtedness when due. ​ Risks Related to the Regulation of Our Business ​ Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted. ​ If the FCC were to cancel, revoke, suspend, restrict, significantly condition, or fail to renew any of our licenses or authorizations, or fail to grant our applications for FCC licenses that we may file from time to time, it could have a material adverse effect on our business, financial condition and results of operations.
To the extent we require access to funds, we may need to sell these securities under unfavorable market conditions, record impairment charges and fall short of our financing needs. ​ 53 ​ Table of Contents ​ Covenants in our and our subsidiaries’ Indentures restrict our business in many ways. ​ There are restrictive covenants in our and our subsidiaries’ Indentures that restrict us and our subsidiaries (as applicable), under certain circumstances, from taking certain actions such as, among other things: ​ ● incur or guarantee additional debt; ● allow to exist certain restrictions on certain subsidiaries’ ability to pay dividends, make distributions, make other payments or transfer assets; ● restrict our ability to make investments or make other payments in respect of our equity securities or our other indebtedness; ● limit our ability to incur indebtedness that is senior to, equal or subordinate to certain Indebtedness, or to engage in certain sale/leaseback transactions; ● enter into certain transactions with affiliates; ● merge or consolidate with another company; ● restrict our ability to repurchase or prepay any other of our securities or other indebtedness; ● restrict our ability to enter into highly leveraged transactions; ● incur liens; and ● restrict guarantors’ ability to engage in new activities . ​ Our ability to, among other things, recapitalize, incur additional debt, secure existing or future debt or take a number of other actions may be limited by the terms of our Indentures, business and tax considerations and legal restrictions, including, but not limited to, repurchasing indebtedness or capital stock or paying dividends and could have the effect of diminishing our ability to make payments on our outstanding Indebtedness when due. ​ Risks Related to the Regulation of Our Business ​ Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted. ​ If the FCC were to cancel, revoke, suspend, restrict, significantly condition, or fail to renew any of our licenses or authorizations, or fail to grant our applications for FCC licenses that we may file from time to time, it could have a material adverse effect on our business, financial condition and results of operations.
Many factors may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section as well as the following: ​ ● pandemics, crises or disasters; ● our operating and financial performance and prospects; our quarterly or annual earnings or those of other companies in our industry compared to market expectations; future announcements or press coverage concerning our business or our competitors’ businesses; ● •the public’s reaction to our press releases, other public announcements and filings with the SEC; ● •the size of our public float; ● •coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● •market and industry perception of our success, or lack thereof, in pursuing our business strategies; ● •strategic actions by us or our competitors, such as acquisitions or restructurings; ● •changes in laws or regulations which adversely affect our industry or us; ● •changes in accounting standards, policies, guidance, interpretations or principles; ● •changes in senior management or key personnel; ● •issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock or other securities; ● •adverse resolution of new or pending litigation against us; and ● •changes in general market, economic and political conditions in the United States and global economies or financial markets, including, but not limited to, those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. ​ As a result, volatility in the market price and trading volume of our Class A common stock may prevent investors from being able to sell their shares of Class A common stock at or above their purchase price, or at all.
Many factors may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section as well as the following: ​ ● pandemics, crises or disasters; ● our operating and financial performance and prospects; our quarterly or annual earnings or those of other companies in our industry compared to market expectations; future announcements or press coverage concerning our business or our competitors’ businesses; ● the public’s reaction to our press releases, other public announcements and filings with the SEC; ● the size of our public float; ● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; ● market and industry perception of our success, or lack thereof, in pursuing our business strategies; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● changes in laws or regulations which adversely affect our industry or us; ● changes in accounting standards, policies, guidance, interpretations or principles; ● changes in senior management or key personnel; ● issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock or other securities; ● adverse resolution of new or pending litigation against us; and ● changes in general market, economic and political conditions in the United States and global economies or financial markets, including, but not limited to, those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. ​ 57 ​ Table of Contents ​ As a result, volatility in the market price and trading volume of our Class A common stock may prevent investors from being able to sell their shares of Class A common stock at or above their purchase price, or at all.
If one or more holders elect to convert their convertible notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock, we would be required to make cash payments to satisfy all or a portion of our conversion obligation based on the conversion rate, which could adversely affect our liquidity. ​ In addition, even if holders do not elect to convert their convertible notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the convertible notes as a current rather than long-term liability, which could result in a material reduction of our net working capital. ​ From time to time a portion of our investment portfolio may be invested in securities that have limited liquidity and may not be immediately accessible to support our financing needs. ​ From time to time a portion of our investment portfolio may be invested in strategic investments, and as a result, a portion of our portfolio may have restricted liquidity.
If one or more holders elect to convert their convertible notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock which would dilute equity holders, we would be required to make cash payments to satisfy all or a portion of our conversion obligation based on the conversion rate, which could adversely affect our liquidity. ​ In addition, even if holders do not elect to convert their convertible notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the convertible notes as a current rather than long-term liability, which could result in a material reduction of our net working capital. ​ From time to time a portion of our investment portfolio may be invested in securities that have limited liquidity and may not be immediately accessible to support our financing needs. ​ From time to time a portion of our investment portfolio may be invested in strategic investments, and as a result, a portion of our portfolio may have restricted liquidity.
Adverse changes in the credit markets including, but not limited to, rising interest rates and macro-economic conditions, could increase our borrowing costs and/or make it more difficult for us to obtain financing for our operations or for us to refinance existing indebtedness on favorable terms. ​ 43 ​ Table of Contents Continued or prolonged higher interest rates could increase our cost of capital and require us to devote a higher percentage of our cash flow to interest payments, which could have a material adverse effect on our financial results. ​ In addition, economic weakness, weak results of operations or other factors may limit our ability to, among other things, generate sufficient internal cash to fund investments, capital expenditures, acquisitions and other strategic transactions, as well as to fund ongoing operations and service our debt.
Adverse changes in the credit markets including, but not limited to, rising interest rates and macro-economic conditions, could increase our borrowing costs and/or make it more difficult for us to obtain financing for our operations or for us to refinance existing indebtedness on favorable terms. ​ Continued or prolonged higher interest rates could increase our cost of capital and require us to devote a higher percentage of our cash flow to interest payments, which could have a material adverse effect on our financial results. ​ In addition, economic weakness, weak results of operations or other factors may limit our ability to, among other things, generate sufficient internal cash to fund investments, capital expenditures, acquisitions and other strategic transactions, as well as to fund ongoing operations and service our debt.
Interruption and/or failure of any of these systems could, among other things, disrupt our operations, interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to provide our services, retain our current subscribers and attract new Pay-TV, Wireless, and Broadband subscribers and complete our 5G Network Deployment. ​ In addition, although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm our business.
Interruption and/or failure of any of these systems could, among other things, disrupt our operations, interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to provide our services, retain our current subscribers and attract new Pay-TV, Wireless, and Broadband subscribers. ​ In addition, although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm our business.
As a result, any defect or other problem may adversely affect our business, financial condition and results of operations. ​ 37 ​ Table of Contents ​ Risks Related to Cybersecurity ​ Any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations, including, without limitation, those caused by cyber-attacks or other malicious activities, could disrupt or harm our business. ​ The capacity, reliability and security of our information technology hardware and software infrastructure (including, but not limited to, our billing systems) and communications systems, or those of third parties that we use in our operations, are important to the operation of our business, which has in the past and would in the future suffer in the event of system failures or cyber-attacks.
As a result, any defect or other problem may adversely affect our business, financial condition and results of operations. ​ Risks Related to Cybersecurity ​ Any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations, including, without limitation, those caused by cyber-attacks or other malicious activities, could disrupt or harm our business. ​ The capacity, reliability and security of our information technology hardware and software infrastructure (including, but not limited to, our billing systems) and communications systems, or those of third parties that we use in our operations, are important to the operation of our business, which has in the past and would in the future suffer in the event of system failures or cyber-attacks.
Our vendors, contractors and suppliers may not be required to indemnify us if a claim of infringement is asserted against us, license the potential infringing technology from other third parties or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. ​ 36 ​ Table of Contents ​ Legal challenges to these intellectual property rights may impair our ability to use the products, services and technologies that we need in order to operate our business and may materially and adversely affect our business, financial condition and results of operations.
Our vendors, contractors and suppliers may not be required to indemnify us if a claim of infringement is asserted against us, license the potential infringing technology from other third parties or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages. ​ Legal challenges to these intellectual property rights may impair our ability to use the products, services and technologies that we need in order to operate our business and may materially and adversely affect our business, financial condition and results of operations.
Risk Factors – Risks Related to our Satellites” in this Annual Report on Form 10-K for further information. ​ Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition. ​ Extreme weather has the potential to directly damage our network facilities and other infrastructure and/or disrupt our ability to build and maintain portions of our network and could potentially disrupt suppliers’ ability to, among other things, provide the products and services we require to support our operations.
Risk Factors – Risks Related to our Satellites” in this Annual Report on Form 10-K for further information. ​ 38 ​ Table of Contents Extreme weather may result in risk of damage to our infrastructure and therefore our ability to provide services, and may lead to changes in federal, state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition. ​ Extreme weather has the potential to directly damage our network facilities and other infrastructure and/or disrupt our ability to build and maintain portions of our network and could potentially disrupt suppliers’ ability to, among other things, provide the products and services we require to support our operations.
Moreover, because of the rapid pace of technological change, we rely on technologies developed by or licensed from third parties, and if we are unable to obtain or continue to obtain licenses from these third parties on reasonable terms or at all, our business, financial condition and results of operations could be adversely affected. ​ In addition, we work with certain third parties such as vendors, contractors and suppliers for the development and manufacture of components that are integrated into our products and services, and our products and services may contain technologies provided to us by these third parties or other third parties.
Moreover, because of the rapid pace of technological change, we rely on technologies developed by or licensed from third parties, and if we are unable to obtain or continue to obtain licenses from these third parties on reasonable terms or at all, our business, financial condition and results of operations could be adversely affected. ​ 43 ​ Table of Contents ​ In addition, we work with certain third parties such as vendors, contractors and suppliers for the development and manufacture of components that are integrated into our products and services, and our products and services may contain technologies provided to us by these third parties or other third parties.
As a result, these conditions could make it difficult for us to accurately forecast and plan future business activities because we may not have access to funding sources necessary for us to pursue organic and strategic business development opportunities. ​ The conditional conversion features of our convertible notes, if triggered, may adversely affect our financial condition. ​ In the event the conditional conversion features of the convertible Notes are triggered, holders of these instruments will be entitled to convert their convertible notes at any time during specified periods at their option.
As a result, these conditions could make it difficult for us to accurately forecast and plan future business activities because we may not have access to funding sources necessary for us to pursue organic and strategic business development opportunities. ​ 52 ​ Table of Contents ​ The conditional conversion features of our convertible notes, if triggered, may adversely affect our financial condition. ​ In the event the conditional conversion features of the convertible Notes are triggered, holders of these instruments will be entitled to convert their convertible notes at any time during specified periods at their option.
Ergen that are either currently exercisable as of, or may become exercisable within 60 days) and beneficially owns approximately 90.6% of the total voting power of all classes of shares (assuming no conversion of any Class B common stock and giving effect to the exercise of options held by Mr.
Ergen that are either currently exercisable as of, or may become exercisable within 60 days) and beneficially owns approximately 90.4% of the total voting power of all classes of shares (assuming no conversion of any Class B common stock and giving effect to the exercise of options held by Mr.
Furthermore, it is sometimes not possible to determine definitively whether a claim of infringement is valid. ​ If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue. ​ Our products and networks we deploy are highly complex, and some may contain defects when first introduced or when new versions or enhancements are released, despite testing and our quality control procedures.
Furthermore, it is sometimes not possible to determine definitively whether a claim of infringement is valid. ​ 44 ​ Table of Contents ​ If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue. ​ Our products and networks we deploy are highly complex, and some may contain defects when first introduced or when new versions or enhancements are released, despite testing and our quality control procedures.
We cannot assure you that our subsidiaries will be able to pay dividends or that our subsidiaries will be able to otherwise distribute funds to us in an amount sufficient to pay the principal of or interest on the indebtedness owed by us. ​ We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets. ​ We have invested a total of over $30 billion to acquire certain Wireless spectrum licenses.
We cannot assure you that our subsidiaries will be able to pay dividends or that our subsidiaries will be able to otherwise distribute funds to us in an amount sufficient to pay the principal of or interest on the indebtedness owed by us. ​ 49 ​ Table of Contents ​ We have made substantial investments to acquire certain wireless spectrum licenses and other related assets, and may be unable to realize a return on these assets. ​ We have invested a total of over $30 billion to acquire certain wireless spectrum licenses.
If the market price of our Class A common stock experiences significant volatility, including substantial decreases, you could incur a substantial or complete loss on your investment. ​ ​ 48 ​ Table of Contents General Risks ​ Sociopolitical volatility and polarization may adversely affect our business operations and reputation. ​ The current sociopolitical environment is characterized by deep complexity, volatility and polarization on various social and political issues.
If the market price of our Class A common stock experiences significant volatility, including substantial decreases, you could incur a substantial or complete loss on your investment. ​ General Risks ​ Sociopolitical volatility and polarization may adversely affect our business operations and reputation. ​ The current sociopolitical environment is characterized by deep complexity, volatility and polarization on various social and political issues.
The materiality of such a loss of authorizations would vary based upon, among other things, the location of the frequency used or the availability of replacement spectrum. ​ 45 ​ Table of Contents In addition, Congress and other Administrative and Regulatory agencies often consider and enact legislation that affects us and FCC proceedings to implement the Communications Act and enforce its regulations are ongoing.
The materiality of such a loss of authorizations would vary based upon, among other things, the location of the frequency used or the availability of replacement spectrum. ​ In addition, Congress and other Administrative and Regulatory agencies often consider and enact legislation that affects us and FCC proceedings to implement the Communications Act and enforce its regulations are ongoing.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. We depend on our third-party vendors’ internal controls and rely on these controls when evaluating the effectiveness of our internal controls.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. We depend on our third-party vendors’ internal controls and rely on these controls when evaluating the effectiveness of our internal controls.
Furthermore, after we have incurred substantial costs, one or more of the products or services under our development, or under development by one or more of our strategic partners, could become obsolete prior to it being widely adopted. ​ If our products and services are not competitive or perceived as not competitive, our business could suffer and our financial performance could be negatively impacted.
Furthermore, after we have incurred substantial costs, one or more of the products or services under our development, or under development by one or more of our strategic partners, could become obsolete prior to it being widely adopted. ​ 39 ​ Table of Contents ​ If our products and services are not competitive or perceived as not competitive, our business could suffer and our financial performance could be negatively impacted.
If we are not able to identify and complete such acquisition or investment opportunities, our future results of operations and financial condition may be adversely affected. ​ 42 ​ Table of Contents ​ We may be unable to obtain in the anticipated time frame, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions.
If we are not able to identify and complete such acquisition or investment opportunities, our future results of operations and financial condition may be adversely affected. ​ We may be unable to obtain in the anticipated time frame, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions.
The success of new product and service development depends on many factors, including among others, the following: ​ 32 ​ Table of Contents ● the difficulties and delays in the development, production, timely completion, testing and marketing of products and services; ● the cost of the products and services; ● the proper identification of subscriber needs and subscriber acceptance of products and services; ● the development of, approval of and compliance with industry standards; ● the amount of resources we must devote to the development of new technologies; and ● the ability to differentiate our products and services and compete with other companies in the same markets. ​ If the new technologies on which we focus our research and development investments fail to achieve acceptance in the marketplace, our competitive position could be negatively impacted, causing a reduction in our revenues and earnings.
The success of new product and service development depends on many factors, including among others, the following: ​ ● the difficulties and delays in the development, production, timely completion, testing and marketing of products and services; ● the cost of the products and services; ● the proper identification of current and projected subscriber needs and subscriber acceptance of products and services; ● the development of, approval of and compliance with industry standards; ● the amount of resources we must devote to the development of new technologies; and ● the ability to differentiate our products and services and compete with other companies in the same markets. ​ If the new technologies on which we focus our research and development investments fail to achieve acceptance in the marketplace, our competitive position could be negatively impacted, causing a reduction in our revenues and earnings.
Typically, these investments are concentrated in a small number of companies. ​ 44 ​ Table of Contents ​ The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries and other factors.
Typically, these investments are concentrated in a small number of companies. ​ The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries and other factors.
Our Wireless business will be adversely affected if we fail to effectively hire, develop, motivate and retain highly skilled personnel with knowledge of the wireless industry. ​ The success of our business is also dependent on our ability to recruit engineers and other professionals, including those who are citizens of other countries.
Our wireless business will be adversely affected if we fail to effectively hire, develop, motivate and retain highly skilled personnel with knowledge of the wireless industry. ​ 41 ​ Table of Contents ​ The success of our business is also dependent on our ability to recruit engineers and other professionals, including those who are citizens of other countries.
Defects may also occur in components and products that we purchase from third parties. In addition, many of our products and network services are designed to interface with our customers’ existing networks, each of which has different specifications and utilizes multiple protocol standards.
Defects may also occur in components and products that we purchase from third parties. In addition, many of our products and network services are designed to interface with our customers’ existing networks and end-user devices, each of which has different specifications and utilizes multiple protocol standards.
Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our 5G Network Deployment, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration.
Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we continue our Hybrid MNO, we have and may continue to incur significant additional expenses related to, among other things, research and development, wireless testing and ongoing upgrades to the wireless network infrastructure, software and third-party integration.
For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems. ​ In addition, cybersecurity threat actors are increasingly sophisticated through various techniques that involve social engineering and/or misrepresentation.
For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems. ​ 46 ​ Table of Contents In addition, cybersecurity threat actors are increasingly sophisticated through various techniques that involve social engineering and/or misrepresentation.
Although impacts of past events have been immaterial, the impacts of such events in the future may be material, including, but not limited to, increase in our DISH TV and Wireless churn rates, reduced new subscriber activations and reputational harm which could increase or accelerate any of the above risks. ​ 39 ​ Table of Contents ​ The confidentiality, integrity and availability of our services and products depends on the continuing operation of our information technology and other enabling systems. ​ Our systems are vulnerable to damage, intrusion or disruption from, among other things, criminal and/or terrorist attacks, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing and/or other attempts to injure or maliciously access our systems.
Although impacts of past events have been immaterial, the impacts of such events in the future may be material, including, but not limited to, increase in our DISH TV and Wireless churn rates, reduced new subscriber activations and reputational harm which could increase or accelerate any of the above risks. ​ The confidentiality, integrity and availability of our services and products depends on the continuing operation of our information technology and other enabling systems. ​ Our systems run the risk of damage, intrusion or disruption from, among other things, criminal and/or terrorist attacks, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing and/or other attempts to injure or maliciously access our systems.
These protective measures may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error or other irregularities. ​ For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems.
These protective measures may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error or other irregularities. ​ 45 ​ Table of Contents ​ For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems.
If in the future we are unable to report that our internal control over financial reporting is effective (or if our auditors do not agree with our assessment of the effectiveness of, or are unable to express an opinion on, our internal control over financial reporting), investors, subscribers and business partners could lose confidence in the accuracy of our financial reports, which could in turn have a material adverse effect on our business. 46 ​ Table of Contents ​ Risks Related to Ownership of our Common Stock ​ We are controlled by one principal stockholder who is our Chairman. ​ Charles W.
If in the future we are unable to report that our internal control over financial reporting is effective (or if our auditors do not agree with our assessment of the effectiveness of, or are unable to express an opinion on, our internal control over financial reporting), investors, subscribers and business partners could lose confidence in the accuracy of our financial reports, which could in turn have a material adverse effect on our business. ​ 55 ​ Table of Contents ​ Risks Related to Ownership of our Common Stock ​ We are controlled by one principal stockholder who is our Chairman, President and Chief Executive Officer ​ Charles W.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation. ​ There can be no assurances that our Wireless spectrum licenses will be renewed.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation. ​ 54 ​ Table of Contents ​ There can be no assurances that our wireless spectrum licenses will be renewed.
We may acquire similar businesses in the future. ​ There is no assurance that we will be able to successfully address the challenges and risks encountered by these businesses following their acquisition.
We may acquire similar businesses in the future. ​ 51 ​ Table of Contents There is no assurance that we will be able to successfully address the challenges and risks encountered by these businesses following their acquisition.
Ergen’s voting power, we are a “controlled company” as defined in the NASDAQ listing rules and, therefore, are not subject to NASDAQ requirements that would otherwise require us to have (i) a majority of independent directors; (ii) a nominating committee composed solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for the Board of Directors selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. ​ Pursuant to the Amended Support Agreement (which was signed as part of the Merger), Mr.
Ergen’s voting power, we are a “controlled company” as defined in the NASDAQ listing rules and, therefore, are not subject to NASDAQ requirements that would otherwise require us to have (i) a majority of independent directors; (ii) a nominating committee composed solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for the Board of Directors selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. ​ Pursuant to the Amended Support Agreement (which was signed as part of the completed acquisition on December 31, 2023 of DISH Network by us pursuant to the Amended and Restated Agreement and Plan of Merger, (the “Merger”)), Mr.
We may need to make significant additional investments or partner with others to, among other things, continue 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.
We may need to make significant additional investments or partner with others to, among other things, 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.
Charles W. Ergen, our Chairman, and certain other key executives. The loss of Mr. Ergen or certain other key executives, the ability to effectively provide for the succession of our senior management or the ability of Mr.
Charles W. Ergen, our Chairman, President and Chief Executive Officer and certain other key executives. The loss of Mr. Ergen or certain other key executives, the ability to effectively provide for the succession of our senior management or the ability of Mr.
Operational impacts resulting from extreme weather, such as, among other things, damage to our 5G Network infrastructure, could result in increased costs and loss of revenue. We could be required to incur significant costs to improve the resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such weather events.
Operational impacts resulting from extreme weather, such as, among other things, damage to our Hybrid MNO and/or Pay-TV infrastructure, could result in increased costs and loss of revenue. We could be required to incur significant costs to improve the resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such weather events.
We also rely on a limited number of vendors to supply our wireless devices and wireless network equipment used in connection with our 5G Network Deployment.
We also rely on a limited number of vendors to supply our wireless devices and wireless network equipment used in connection with our Hybrid MNO.
Ergen, our Chairman, beneficially owns approximately 51.7% of our total equity securities (assuming conversion of the Class B common stock beneficially owned by Mr. Ergen into Class A common stock and giving effect to the exercise of options held by Mr.
Ergen, our Chairman, President and Chief Executive Officer, beneficially owns approximately 51.3% of our total equity securities (assuming conversion of the Class B common stock beneficially owned by Mr. Ergen into Class A common stock and giving effect to the exercise of options held by Mr.
Any such disruption could delay our 5G Network Deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results and financial condition.
Any such disruption could delay our Hybrid MNO plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results and financial condition.
Furthermore, we believe that our Wireless business, including, but not limited to, our ability to complete our 5G Network Deployment, is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry.
Furthermore, we believe that our wireless business, including, but not limited to, our ability to operate our Hybrid MNO, is dependent on our ability to identify, hire, develop, motivate and retain a team of highly skilled personnel with knowledge of the wireless industry.
Ergen beneficially owns approximately 51.7% of our total equity securities and approximately 90.6% of the total voting power of all classes of shares and such ownership may make it impractical for any third-party to obtain control of us. ​ In addition, pursuant to our articles of incorporation we have a significant amount of authorized and unissued stock that would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us. ​ 47 ​ Table of Contents Future issuances of our Class A common stock and hedging activities may depress the trading price of our Class A common stock.
Ergen beneficially owns approximately 51.3% of our total equity securities and approximately 90.4% of the total voting power of all classes of shares and such ownership may make it impractical for any third-party to obtain control of us. ​ 56 ​ Table of Contents ​ In addition, pursuant to our articles of incorporation we have a significant amount of authorized and unissued stock that would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us. ​ Future issuances of our Class A common stock and hedging activities may depress the trading price of our Class A common stock. ​ Any issuance of equity securities, including the issuance of shares of Class A common stock upon conversion of our convertible notes, could dilute the interests of our existing stockholders, and could substantially decrease the trading price of our Class A common stock.
If one or more of our in-orbit uninsured satellites or payloads fail, we could be required to record significant impairment charges for the satellite or payload. ​ Our satellites under construction are subject to risks related to, among other things, construction, technology, regulations and launch that could limit our ability to utilize these satellites, increase costs and adversely affect our business.
If one or more of our in-orbit uninsured satellites or payloads fail, we could be required to record significant impairment charges for the satellite or payload. ​ Our satellites under construction are subject to risks related to, among other things, construction, technology, regulations and launch that could limit our ability to utilize these satellites, increase costs and adversely affect our business. ​ Satellite construction and launch are subject to significant risks, including, but not limited to, manufacturing and delivery delays, anomalies, launch failure and incorrect orbital placement.
In general, if a court determines that one or more of our products or services infringes on intellectual property held by others, we may be required to cease developing or marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost or to redesign those products or services in such a way as to avoid infringing the intellectual property.
In general, if a court determines that one or more of our products or services infringes on intellectual property held by others, we may be required to cease developing or marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost or to redesign those products or services in such a way as to avoid infringing the intellectual property. ​ If those intellectual property rights are held by a competitor, we may be unable to obtain the intellectual property at any price, which could adversely affect our competitive position.
We have discovered and remediated, and may discover new vulnerabilities due to the scale of activities on our platforms, and may not be able to mitigate or fix such vulnerabilities on acceptable timeframes or at all, due to other factors, including, but not limited to, issues outside of our control such as natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, power loss, and we may be notified of such vulnerabilities via third parties.
As a result of these efforts, we could discover new vulnerabilities within our products and systems that would be undesirable for our users and customers. ​ 47 ​ Table of Contents We have discovered and remediated, and may discover new vulnerabilities due to the scale of activities on our platforms, and may not be able to mitigate or fix such vulnerabilities on acceptable timeframes or at all, due to other factors, including, but not limited to, issues outside of our control such as natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, power loss, and we may be notified of such vulnerabilities via third parties.
Furthermore, creditors of our subsidiaries will have a superior claim to certain of our subsidiaries’ assets. In addition, our subsidiaries’ ability to make any payments to us will depend on, among other factors, their earnings, the terms of their indebtedness, business and tax considerations and legal restrictions.
In addition, our subsidiaries’ ability to make any payments to us will depend on, among other factors, their earnings, the terms of their indebtedness, business and tax considerations and legal restrictions.
We are, and may become, subject to various legal proceedings and claims which arise in the ordinary course of business, including, among other things, intellectual property disputes.
We are, and may become, subject to various legal proceedings and claims which arise in the ordinary course of business, including, among other things, intellectual property disputes. Any adverse finding in such legal proceedings, could adversely affect our business, financial condition and results of operations.
Techniques used in cyber-attacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning. Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyber-attacks during periods of geopolitical conflict.
Techniques used in cyber-attacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning.
Such significant delays have and could in the future materially affect, among other things, our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers.
Launch anomalies and failures can result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take significant amounts of time and to obtain other launch opportunities. ​ 42 ​ Table of Contents Such significant delays have and could in the future materially affect, among other things, our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers.
In addition, we generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. 35 ​ Table of Contents If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.
If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.
Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer.
See Note 15 “ Contingencies – Litigation ” in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ In addition, many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer.
Therefore, it is difficult to evaluate the extent to which our services or the products used in connection with our services may infringe claims contained in pending patent applications.
In addition, patent applications in the United States are confidential until the Patent and Trademark Office either publishes the application or issues a patent (whichever arises first). Therefore, it is difficult to evaluate the extent to which our services or the products used in connection with our services may infringe claims contained in pending patent applications.
An increase in the carrying amount of these licenses combined with other changes in circumstances and/or market conditions could result in an increased risk of an impairment of these licenses in the future, and an impairment of these assets may have a material adverse effect on our business, results of operations and financial condition. ​ We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions. ​ Our future success may depend on opportunities to buy or otherwise invest in other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities.
We assess potential impairments to our indefinite-lived intangible assets annually or more often if indicators of impairment arise to determine whether there is evidence that indicates an impairment condition may exist. ​ 50 ​ Table of Contents ​ We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other strategic initiatives to complement or expand our business, which may not be successful and we may lose a portion or all of our investment in these acquisitions and transactions. ​ Our future success may depend on opportunities to buy or otherwise invest in other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities.
Since we are a holding company and our operations are conducted through our subsidiaries, our ability to service our debt obligations may depend upon the earnings of our operating subsidiaries and their ability to distribute cash or other property to us. We have few assets of significance other than the capital stock of our subsidiaries.
If new debt is added to our current debt levels, the risks we now face could intensify. ​ We depend upon our subsidiaries’ earnings to make payments on our indebtedness. ​ Since we are a holding company and our operations are conducted through our subsidiaries, our ability to service our debt obligations may depend upon the earnings of our operating subsidiaries and their ability to distribute cash or other property to us.
Immigration laws in the U.S. and other countries in which we operate are subject to legislative and regulatory changes, as well as variations in the standards of application and enforcement due to, among other things, political forces and economic conditions. 34 ​ Table of Contents It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals.
Immigration laws in the U.S. and other countries in which we operate are subject to legislative and regulatory changes, as well as variations in the standards of application and enforcement due to, among other things, political forces and economic conditions.
As a result, Mr. Ergen’s effective total voting power is approximately 89.6%. ​ It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders, because of our capital structure.
Ergen’s effective total voting power is approximately 89.5%. ​ It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our shareholders, because of our capital structure. ​ Certain provisions of our articles of incorporation and bylaws may discourage, delay or prevent a change in control of our Company that a shareholder may consider favorable.
The revocation of a material portion of our Wireless spectrum licenses would have a significant material adverse effect on our 5G Network Deployment and our future business, results of operations and financial condition. ​ We may need to raise additional capital in the future, which may not be available on favorable terms or at all, to fund the efforts described above, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC.
In August 2025, following these transactions, we terminated our deployment of our 5G Network, after meeting certain interim and final build-out requirements established by the FCC, and we began the abandonment and decommission process for certain portions of our 5G Network that will not be utilized in the Wireless segment’s Hybrid MNO business. ​ We may need to raise additional capital in the future, which may not be available on favorable terms or at all, to fund the efforts described above, as well as, among other things, make any potential Northstar Re-Auction Payment and SNR Re-Auction Payment for the AWS-3 licenses retained by the FCC.
Satellite construction and launch are subject to significant risks, including, but not limited to, manufacturing and delivery delays, anomalies, launch failure and incorrect orbital placement. The technologies in our satellite designs are very complex and difficulties in constructing our designs could result in delays in the deployment of our satellites or increased or unanticipated costs.
The technologies in our satellite designs are very complex and difficulties in constructing our designs could result in delays in the deployment of our satellites or increased or unanticipated costs.
As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms or at all.
As a result of these investments, among other factors, we may need to raise additional capital, which may not be available on favorable terms or at all. ​ There is no assurance that the FCC will find our buildout activities sufficient to meet the build-out requirements to which our wireless spectrum licenses are subject.
Any of the foregoing developments may, among other things, negatively affect user and customer trust, harm our reputation and brands and adversely affect our business and financial results. ​ Any such developments may also subject us to litigation and regulatory inquiries, which could result in monetary penalties and damages, distract management’s time and attention and lead to enhanced regulatory oversight. ​ 40 ​ Table of Contents ​ Acquisition and Capital Structure Risks ​ We have substantial debt outstanding and may incur additional debt. ​ As of December 31, 2024, our total debt, finance lease and other obligations (including current portion) outstanding, including the debt of our subsidiaries, was $26.603 billion.
Any of the foregoing developments may, among other things, negatively affect user and customer trust, harm our reputation and brands and adversely affect our business and financial results. ​ Any such developments may also subject us to litigation and regulatory inquiries, which could result in monetary penalties and damages, distract management’s time and attention and lead to enhanced regulatory oversight. ​ Acquisition and Capital Structure Risks ​ We, and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our obligations over the next twelve months, which raises substantial doubt about our, and certain of our subsidiaries, ability to continue as a going concern. ​ As of the date of this report, we and certain of our subsidiaries, currently do not have the necessary cash on hand, projected future cash flows or committed financing to fund our anticipated working capital needs, capital expenditures, interest payments, debt maturities and other contractual obligations over the next twelve months.
Furthermore, our vendors may request changes in pricing, payment terms or other contractual obligations between the parties, which could require us to make substantial additional investments or find alternative arrangements. ​ 33 ​ Table of Contents ​ We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations. ​ While we offer products and services through direct sales channels, a meaningful percentage of our total gross new subscriber activations are generated through independent third parties such as small retailers, direct marketing groups, local and regional consumer electronics stores, nationwide retailers and telecommunications companies.
Although we attempt to mitigate these risks through alternative sourcing and operational efficiencies, these efforts may not be successful or sufficient. ​ If we are unable to pass increased costs to customers without negatively impacting demand, or offset them through other measures, our business, financial condition and results of operations could be materially adversely affected. ​ 40 ​ Table of Contents ​ We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations. ​ While we offer products and services through direct sales channels, a meaningful percentage of our total gross new subscriber activations are generated through independent third parties such as small retailers, direct marketing groups, local and regional consumer electronics stores, nationwide retailers and telecommunications companies.
If those intellectual property rights are held by a competitor, we may be unable to obtain the intellectual property at any price, which could adversely affect our competitive position. See “ Item 1. Business – Patents and Other Intellectual Property” in this Annual Report on Form 10-K for further information.
See “ Item 1. Business – Patents and Other Intellectual Property” in this Annual Report on Form 10-K for further information. We may not be aware of all intellectual property rights that our services or the products used in connection with our services may potentially infringe.
The terms of the indentures relating to our senior notes, senior secured notes and our convertible notes permit us to incur additional debt. If new debt is added to our current debt levels, the risks we now face could intensify. ​ We depend upon our subsidiaries’ earnings to make payments on our indebtedness.
The terms of the indentures relating to our senior notes, senior secured notes and our convertible notes permit us to incur additional debt.
We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to financial losses. In addition, this may divert management’s attention and resources away from our business, and therefore adversely affect our business.
In addition, this may divert management’s attention and resources away from our business, and therefore adversely affect our business.
Due to the fast-moving pace of technology, it may be difficult to detect, contain and remediate every such event on an acceptable timeline or at all. ​ 38 ​ Table of Contents ​ Our 5G Network Deployment utilizes an O-RAN architecture, which is designed to, among other things, incorporate components sourced from various third-party suppliers.
Due to the fast-moving pace of technology, it may be difficult to detect, contain and remediate every such event on an acceptable timeline or at all. ​ We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to financial losses.
Removed
Launch anomalies and failures can result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take significant amounts of time and to obtain other launch opportunities.
Added
Furthermore, our vendors may request changes in pricing, payment terms or other contractual obligations, which could require us to make substantial additional investments or find alternative arrangements. ​ Changes in trade policies, including, but not limited to, tariffs and other restrictions, could, among other things, increase our costs, disrupt our supply chain and negatively affect our business, operations and financial condition. ​ We depend on suppliers, including suppliers with manufacturing in China and other countries, for various materials in our Hybrid MNO, satellite and related infrastructure, Pay-TV and Wireless businesses.
Removed
We may not be aware of all intellectual property rights that our services or the products used in connection with our services may potentially infringe. In addition, patent applications in the United States are confidential until the Patent and Trademark Office either publishes the application or issues a patent (whichever arises first).
Added
Changes in U.S. or foreign trade policies, including, but not limited to, new or increased tariffs, export controls, trade restrictions or sanctions, have resulted, and may continue to result, in higher costs for the wireless devices and other equipment we procure. ​ Supply chain disruptions, customs delays, new compliance requirements and other challenges may cause delays in deploying network infrastructure and customer equipment, increase our operational expenses and impact our ability to meet customer demand.
Removed
In addition, our 5G Network Deployment utilizes an O-RAN architecture, which is designed to, among other things, incorporate components sourced from various third-party suppliers. Generally, these third-party suppliers do not ensure that their products will integrate with components provided by other third-party suppliers.
Added
It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals.
Removed
Generally, these third-party suppliers do not ensure that their products will integrate with components provided by other third-party suppliers. As a result, we generally serve as the overall system integrator.
Added
In addition, we generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures.
Removed
Various events described above have occurred in the past and may occur in the future.
Added
Data breaches and other cybersecurity events have become increasingly commonplace, including, but not limited to, as a result of the intensification of state-sponsored cyber-attacks during periods of geopolitical conflict. Various events described above have occurred in the past and may occur in the future.
Removed
As a result of these efforts, we could discover new vulnerabilities within our products and systems that would be undesirable for our users and customers.
Added
These conditions raise substantial doubt about our ability to continue as a going concern and, as a result, a ‘going concern’ disclosure appears in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ We expect completion of either of the AT&T Transactions or SpaceX Transactions to fully resolve our going concern qualification, except for our Hughes Satellite Systems Corporation subsidiary.
Removed
We may also determine that additional wireless spectrum licenses may be required for our 5G Network Deployment, which will enhance our ability to compete effectively with other wireless service providers. ​ 41 ​ Table of Contents ​ There is no assurance that the FCC will find our 5G Network Deployment sufficient to meet the build-out requirements to which our Wireless spectrum licenses are subject.
Added
However, failure to complete the transactions or a significant reduction in consideration from the transactions may result in the continuation of our going concern qualification. ​ The presence of a going concern uncertainty may also adversely impact the price of our securities, harm our current, future and potential relationships with suppliers, vendors, customers, employees and creditors, and may limit our ability to access additional financing on acceptable terms or at all.
Removed
We assess potential impairments to our indefinite-lived intangible assets annually or more often if indicators of impairment arise to determine whether there is evidence that indicates an impairment condition may exist. ​ We capitalize our interest expense associated with the acquisition or construction of certain assets including, among others, our Wireless spectrum licenses.
Added
There can be no assurance that management’s plans to mitigate these risks will be successful on a timely basis or at all. If we are unable to secure adequate liquidity on an acceptable timeline or at all, we may not be able to continue as a going concern, which could result in a total loss of your investment.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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In addition, we evaluate third-party risks and perform third-party risk management to assess, identify and mitigate risks from third parties such as vendors, suppliers and other business partners. ​ We have experienced cyber-attacks or other malicious activities that disrupted our business in the past.
In addition, we evaluate third-party risks and perform third-party risk management to assess, identify and mitigate risks from third parties such as vendors, suppliers and other business partners. ​ We have experienced cyber-attacks and other malicious activities that disrupted our business in the past.
Any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations could harm our business in the future. ​ We describe whether and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us , including our business strategy, results of operations or financial condition included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K. ​ The Chief Information Security Officer (“ CISO ”) leads our information security organization responsible for overseeing our information security program.
Any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations could harm our business in the future. ​ We describe if and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K. ​ The Chief Information Security Officer (“CISO”) leads our information security organization responsible for overseeing our information security program.
These risks include, among other things: operational and legal risks including intellectual property theft or loss, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.
These risks include, among other things: operational and legal risks including intellectual property theft or loss, fraud, extortion, harm to employees or customers and violation of data privacy or security regulation.
Our CISO has over 25 years of experience in various roles involving information security, including risk management and security leadership. Team members who support our information security program have relevant education, professional certifications and industry experience, including but not limited to, holding similar positions at large technology companies.
Our CISO has over 25 years of experience in various roles involving information security, including risk management and security leadership. Team members who support our information security program have relevant education, professional certifications and industry experience, including but not limited to, holding similar positions at large enterprises.
In addition, the Board of Directors is regularly briefed , no less frequently than quarterly, on cybersecurity risks as part of its oversight functions and to ensure that cybersecurity practices align with the company’s overall risk management framework and business objectives . ​ We anticipate that we will continue to evaluate and address as needed our cybersecurity risk management, policies, structure, strategies and governance to meet our needs. ​ ​ 50 ​ Table of Contents ​
In addition, the Board of Directors is regularly briefed, no less frequently than quarterly, on cybersecurity risks as part of its oversight functions and to ensure that cybersecurity practices align with the company’s overall risk management framework and business objectives. ​ We anticipate that we will continue to evaluate and address as needed our cybersecurity risk management, policies, structure, strategies and governance in order to meet our needs as the cybersecurity threat landscape evolves. ​ ​ ​ 59 ​ Table of Contents ​
Our cyber risk management system contributes significantly to the overall resilience and integrity of our business by, among other things, integrating the risk identification process in all major company initiatives and deployment processes, implementing a unified approach to managing both digital and traditional business risks, making continuous improvements and regularly reporting to management and the Board of Directors as a whole to ensure accountability. ​ We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.
Our cybersecurity risk management program contributes significantly to the overall resilience and integrity of our business by, among other things, integrating the risk identification process in all major company initiatives and deployment processes, implementing a unified approach to managing both digital and traditional business risks, making continuous improvements and regularly reporting to management and the Board of Directors as a whole to ensure senior-level visibility. ​ We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.
The CEO, COO, CIO, CLO and other members of management receive detailed updates on cybersecurity risks on a regular basis, no less frequently than monthly, or when significant risks or incidents are identified.
The senior management and other members of management receive detailed updates on cybersecurity risks on a regular basis, no less frequently than monthly, or when significant risks or incidents are identified.
Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all technical standards, specifications or requirements under NIST. ​ 49 ​ Table of Contents ​ We have an enterprise-wide information security program designed to identify, protect against, detect, respond to and recover from cybersecurity risks, threats and events.
Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all requirements under NIST. ​ 58 ​ Table of Contents ​ We have a cybersecurity security program designed to identify, detect, and respond to threats and vulnerabilities, and protect the enterprise and respond and recover from cybersecurity events and incidents when they do occur.
The team provides regular reports, no less frequently than monthly, to senior management and other relevant teams, including, but not limited to, the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”) and Chief Legal Officer (“CLO”). ​ Preparation for and, where possible prevention of cybersecurity incidents involves regular and structured briefings to key management on risk remediation measures that should be taken to decrease, among other things, the likelihood and severability of incidents and to mitigate and manage their effects.
The Cybersecurity team provides regular briefings, no less frequently than monthly, to senior management and other relevant teams on preparation for and, where possible prevention of cybersecurity incidents. These briefings involve risk remediation measures that should be taken to decrease, among other things, the likelihood and severability of incidents and to mitigate and manage their effects.

Item 2. Properties

Properties — owned and leased real estate

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PROPERTIES ​ The following table sets forth certain information concerning our principal properties related to our business segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment(s) Using Property Owned Leased Corporate headquarters, Englewood, Colorado ​ All ​ X ​ ​ ​ General offices, Littleton, Colorado ​ Wireless ​ ​ ​ X ​ General offices, engineering offices, network and manufacturing operations and shared hubs, Germantown, Maryland ​ Broadband and Satellite Services ​ X ​ ​ ​ General offices and warehouse, Griesheim, Germany ​ Broadband and Satellite Services ​ X ​ ​ ​ Customer call center, warehouse, service, and remanufacturing center, El Paso, Texas ​ Pay-TV ​ X ​ ​ ​ Data center, gateways, equipment and operations, Cheyenne, Wyoming ​ All ​ X ​ ​ ​ Digital broadcast operations center, Cheyenne, Wyoming ​ Pay-TV ​ X ​ ​ ​ Digital broadcast operations center and gateways, Gilbert, Arizona ​ Pay-TV/Broadband and Satellite Services ​ X ​ ​ ​ Engineering offices and service center, Englewood, Colorado ​ Pay-TV ​ X ​ ​ ​ Warehouse, Denver, Colorado ​ Pay-TV ​ X ​ ​ ​ Warehouse and distribution center, Spartanburg, South Carolina ​ Pay-TV/Wireless ​ ​ ​ X ​ Warehouse and distribution center, Denver, Colorado ​ Pay-TV/Wireless ​ ​ ​ X ​ Warehouse and distribution center, Atlanta, Georgia ​ Pay-TV/Wireless ​ ​ ​ X ​ ​ In addition to the principal properties listed above, we operate numerous facilities for, among other things, our in-home service operations, customer call centers, digital broadcast operations centers strategically located in regions throughout the United States, manufacturing and testing facilities, shared hubs, regional network management centers and backup network operation and control centers.
PROPERTIES ​ The following table sets forth certain information concerning our principal properties related to our business segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment(s) Using Property ​ ​ ​ Owned ​ ​ ​ Leased Corporate headquarters, Englewood, Colorado ​ All ​ X ​ ​ General offices, Littleton, Colorado ​ Wireless/Other ​ ​ ​ X General offices, engineering offices, network and manufacturing operations and shared hubs, Germantown, Maryland ​ Broadband and Satellite Services ​ X ​ ​ General offices and warehouse, Griesheim, Germany ​ Broadband and Satellite Services ​ X ​ ​ Customer call center, warehouse, service, and remanufacturing center, El Paso, Texas ​ Pay-TV ​ X ​ ​ Data center, gateways, equipment and operations, Cheyenne, Wyoming ​ All ​ X ​ ​ Digital broadcast operations center, Cheyenne, Wyoming ​ Pay-TV ​ X ​ ​ Digital broadcast operations center and gateways, Gilbert, Arizona ​ Pay-TV/Broadband and Satellite Services ​ X ​ ​ Engineering offices and service center, Englewood, Colorado ​ Pay-TV ​ X ​ ​ Warehouse, Denver, Colorado ​ Pay-TV ​ X ​ ​ Warehouse and distribution center, Spartanburg, South Carolina ​ Pay-TV/Wireless/Other ​ ​ ​ X Warehouse and distribution center, Denver, Colorado ​ Pay-TV/Wireless/Other ​ ​ ​ X Warehouse and distribution center, Atlanta, Georgia ​ Pay-TV/Wireless/Other ​ ​ ​ X ​ In addition to the principal properties listed above, we operate numerous facilities for, among other things, our in-home service operations, customer call centers, digital broadcast operations centers strategically located in regions throughout the United States, manufacturing and testing facilities, shared hubs, regional network management centers and backup network operation and control centers.
We also have several general offices in foreign countries. Furthermore, our Pay-TV segment owns or leases capacity on nine satellites, which are a major component of our DISH TV services and our Broadband and Satellite Services segment currently owns or leases capacity on nine satellites, which are a major component of the Broadband and Satellite Services segment.
Furthermore, our Pay-TV segment owns or leases capacity on eight satellites, with an additional two satellites under construction, which are a major component of our DISH TV services and our Broadband and Satellite Services segment currently owns or leases capacity on seven satellites, which are a major component of the Broadband and Satellite Services segment.
Added
We also have several general offices in foreign countries.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. LEGAL PROCEEDINGS ​ See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved. ​ Item 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ PART II ​
Item 3. LEGAL PROCEEDINGS ​ See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved. ​ Item 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​ 60 ​ Table of Contents ​ PART II ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. ​ Mine Safety Disclosures 51 ​ ​ ​ ​ ​ ​ PART II ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6. ​ [Reserved] 53 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 100
Item 4. ​ Mine Safety Disclosures 60 ​ ​ ​ ​ ​ ​ PART II ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 61 Item 6. ​ [Reserved] 61 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 62 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 118

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Market Information ​ Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February 20, 2025, there were approximately 8,441 holders of record of our Class A common stock, not including stockholders who beneficially own Class A common stock held in nominee or street name.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Market Information ​ Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February 25, 2026, there were approximately 8,093 holders of record of our Class A common stock, not including stockholders who beneficially own Class A common stock held in nominee or street name.
As of February 20, 2025, all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W. Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.
As of February 25, 2026, all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W. Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.
There is currently no trading market for our Class B common stock. 51 ​ Table of Contents ​ Dividends ​ We have not paid any cash dividends on our common stock in the past two years. We currently do not intend to declare dividends on our common stock.
There is currently no trading market for our Class B common stock. ​ Dividends ​ We have not paid any cash dividends on our common stock in the past two years. We currently do not intend to declare dividends on our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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 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.
This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand, shifting consumer behavior, and lower marketing expenditures, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers, and direct-to-consumer offerings by certain of our programmers.
This decrease in our gross new DISH TV subscriber activations was primarily related to lower marketing expenditures, the lack of demand and shifting consumer behavior, as well as increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers and direct-to-consumer offerings by certain of our programmers.
Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers.
Our DISH TV churn rate continues to be adversely impacted by external factors, such as, among other things, cord cutting, shifting consumer behavior and increased competitive pressures, including, but not limited to, live-linear OTT service providers, aggressive marketing, bundled discount offers combining broadband, video and/or wireless services and other discounted promotional offers.
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.
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.
As of the date of filing of this Annual Report on Form 10-K, we were in compliance with the covenants and restrictions related to our respective long-term debt. ​ DISH Network and DISH D BS Corporation ​ 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.
As of the date of filing of this Annual Report on Form 10-K, we were in compliance with the covenants and restrictions related to our respective long-term debt. ​ DISH Network and DISH D BS Corporation ​ The indentures related to our outstanding senior notes issued by DISH DBS Corporation (“DISH DBS”) contain restrictive covenants that impose limitations on the ability of DISH DBS and its restricted subsidiaries to, among other things: (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.
As of the date of filing of this Annual Report on Form 10-K, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt. ​ Hughes Satellite Systems Corporation ​ The indentures related to our outstanding senior notes issued by Hughes Satellite Systems Corporation (“HSSC”) contain restrictive covenants that, among other things, impose limitations on the ability of HSSC and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (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.
As of the date of filing of this Annual Report on Form 10-K, we, DISH Network and DISH DBS were in compliance with the covenants and restrictions related to our respective long-term debt. ​ Hughes Satellite Systems Corporation ​ The indentures related to our outstanding senior notes issued by HSSC contain restrictive covenants that impose limitations on the ability of HSSC and its restricted subsidiaries to, among other things: (i) incur additional indebtedness; (ii) pay dividends or make distributions on HSSC’s capital stock or repurchase HSSC’s capital stock; (iii) allow to exist certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets; (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.
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.
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 investments), fund acquisitions and for certain other activities.
Bankruptcy Code or state fraudulent transfer or conveyance law. ​ Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group.
Bankruptcy Code or state fraudulent transfer or conveyance law. ​ Each entity in the summarized combined financial information follows the same accounting policies as described in our consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group.
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 Wireless segment provides Wireless communication services and products.
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 Wireless segment provides wireless communication services (“Wireless” services) and products.
As of the date of filing of this Annual Report on Form 10-K, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt. ​ 97 ​ Table of Contents ​ Other ​ We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices.
As of the date of filing of this Annual Report on Form 10-K, we and HSSC were in compliance with the covenants and restrictions related to our respective long-term debt. ​ 113 ​ Table of Contents ​ Other ​ We are also vulnerable to fraud, particularly in the acquisition of new subscribers, which includes the sale of wireless devices.
We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. ​ 68 ​ Table of Contents ​ DISH TV subscribers, gross .
We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. ​ 83 ​ Table of Contents DISH TV subscribers, gross .
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. ​ Backlog ​ See “Broadband and Satellite Services Segment” above for further information. ​ 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.
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. ​ Backlog ​ See “Broadband and Satellite Services Segment” above for further information. ​ 114 ​ Table of Contents ​ 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.
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. Our Wireless subscriber count includes all Government subsidized subscribers discussed below.
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 customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our Wireless subscriber count. Our Wireless subscriber count includes all Government subsidized subscribers discussed below.
This change was primarily attributable to a decrease in advertising costs per subscriber and a higher percentage of remanufactured receivers being activated on new subscriber accounts, partially offset by higher commission costs due to our emphasis on acquiring higher quality subscribers. ​ 66 ​ Table of Contents ​ During the years ended December 31, 2024 and 2023, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $26 million and $54 million, respectively.
This change was primarily attributable to a decrease in advertising costs per subscriber and a higher percentage of remanufactured receivers being activated on new subscriber accounts, partially offset by higher commission costs due to our emphasis on acquiring higher quality subscribers. ​ During the years ended December 31, 2024 and 2023, the amount of equipment capitalized under our lease program for new DISH TV subscribers totaled $26 million and $54 million, respectively.
The year ended December 31, 2023 was negatively impacted by a $1.793 billion decrease in the fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses and $26 million in net losses and impairments on marketable and non-marketable investment securities, partially offset by $ 73 million of early debt extinguishment gains from the repurchases of our convertible notes. ​ 85 ​ Table of Contents ​ Income tax (provision) benefit, net.
The year ended December 31, 2023 was negatively impacted by a $1.793 billion decrease in the fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses and $26 million in net losses and impairments on marketable and non-marketable investment securities, partially offset by $73 million of early debt extinguishment gains from the repurchases of our convertible notes. ​ Income tax (provision) benefit, net.
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 rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content.
Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services. ​ 76 ​ Table of Contents ​ 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 rapidly increasing their Internet-based video offerings and direct-to-consumer exclusive and non-exclusive content.
Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment. ​ There are a number of factors that impact our future cash flow compared to the cash flow we generate at a given point in time.
Once the upfront investment has been made for each subscriber, the subsequent cash flow is generally positive, but there can be no assurance that over time we will recoup or earn a return on the upfront investment. ​ 110 ​ Table of Contents 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 increase was primarily attributable to higher hardware sales to our North American and international enterprise customers, partially offset by a decrease in hardware sales to our mobile satellite system customers. ​ 81 ​ Table of Contents ​ Cost of services.
The increase was primarily attributable to higher hardware sales to our North American and international enterprise customers, partially offset by a decrease in hardware sales to our mobile satellite system customers. ​ ​ 96 ​ Table of Contents ​ Cost of services.
During the year ended December 31, 2024, as the qualifying assets, including markets within certain bands of wireless spectrum licenses, have been placed into service with the deployment of our 5G Network, we no longer capitalize interest on those assets and as a result, capitalized interest was reduced by $230 million, and interest expense increased.
During the year ended December 31, 2024, as the qualifying assets, including markets within certain bands of wireless spectrum licenses, had been placed into service with the deployment of our 5G Network, we no longer capitalized interest on those assets and as a result, capitalized interest was reduced by $230 million, and interest expense increased.
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 services or cause potential new Pay-TV subscribers to choose not to subscribe to our services.
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. ​ 77 ​ Table of Contents ​ 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 services or cause potential new Pay-TV subscribers to choose not to subscribe to our services.
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.
Our investing activities generally include purchases and sales of marketable investment securities, acquisitions, strategic investments, including purchases and settlements of derivative and/or financial liability instruments, and purchases of wireless spectrum licenses, capital expenditures and capitalized interest.
We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis. ​ DISH TV subscribers, gross .
We continue to experience increased competition, including competition from other subscription video on-demand and live-linear OTT service providers, many of which are providers of our content and offer football and other seasonal sports programming direct to subscribers on an a la carte basis.
Excluding the impact of net losses of Government subsidized subscribers, we added approximately 170,000 net Wireless subscribers during the year ended December 31, 2024. 74 ​ Table of Contents ​ Wireless subscribers, gross .
Excluding the impact of net losses of Government subsidized subscribers, we added approximately 170,000 net Wireless subscribers during the year ended December 31, 2024. ​ 90 ​ Table of Contents ​ Wireless subscribers, gross .
The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate. ​ 95 ​ Table of Contents Satellites ​ Pay-TV Segment.
The historical trends discussed above, for net DISH TV subscriber additions, net SLING TV subscriber additions and gross new Wireless subscriber activations, may not be indicative of future trends. There can be no assurance that these trends will not continue and/or accelerate. ​ Satellites ​ Pay-TV Segment.
Our DISH TV and Wireless 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.
Our DISH TV and Wireless subscriber retention costs may vary significantly from period to period. ​ 111 ​ Table of Contents ​ 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.
These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, Max, STARZ, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings. ​ Significant changes in consumer behavior regarding 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. 61 ​ Table of Contents ​ In particular, consumers have shown increased interest in viewing certain video programming in any place, at any time and/or on any broadband or Internet-connected device they choose.
These product offerings include, but are not limited to: Netflix, Hulu, Apple+, Prime Video, YouTube TV, Disney+, ESPN+, Paramount+, HBO Max, STARZ, ESPN Unlimited, FOX One, Peacock, Fubo, Philo and Tubi and certain bundles of these offerings. ​ Significant changes in consumer behavior regarding 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 or Internet-connected device they choose.
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.
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. ​ 80 ​ Table of Contents Service revenue.
See Note 6, Note 10 and Note 15 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
See Note 6 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
The decrease in “Service revenue” compared to the same period in 2022 was primarily related to a lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below. ​ Equipment sales and other revenue.
The decrease in “Service revenue” compared to the same period in 2023 was primarily related to lower average Pay-TV subscriber base, partially offset by an increase in Pay-TV ARPU, discussed below. ​ Equipment sales and other revenue.
During the year ended December 31, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher cost per unit. ​ Selling, general and administrative expenses.
During the year ended December 31, 2024, we shipped a higher percentage of devices that are compatible with our 5G Network and other devices that have a higher cost per unit. ​ 91 ​ Table of Contents ​ Selling, general and administrative expenses.
Furthermore, the year ended December 31, 2023 was negatively impacted by costs of migrating subscribers off the TSA with T-Mobile and onto our new billing and operational support systems. ​ Depreciation and amortization.
In addition, the year ended December 31, 2023 was negatively impacted by costs of migrating subscribers off the TSA with T-Mobile and onto our new billing and operational support systems. ​ Depreciation and amortization.
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. ​ 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.
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. ​ 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 on acceptable terms or at all.
“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.
“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. ​ 70 ​ Table of Contents 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 and non-marketable investment securities and derivative instruments, foreign currency transaction gains and losses, debt extinguishment gains and losses, and equity in earnings and losses of our affiliates. ​ Operating income before depreciation and amortization (“OIBDA”).
The main components of “Other, net” are gains and losses realized on the sale and/or conversion of marketable and non-marketable investment securities, derivative and/or financial liability instruments, impairment of marketable and non-marketable investment securities, unrealized gains and losses from changes in fair value of certain marketable and non-marketable investment securities, derivative and/or financial liability instruments, the sale of businesses or business assets gains and losses, foreign currency transaction gains and losses, debt extinguishment gains and losses, and equity in earnings and losses of our affiliates. ​ Operating income before depreciation and amortization (“OIBDA”).
The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the registered senior notes against the Guarantors may be limited under the U.S.
The guarantee of the Guarantors will be discharged and released in accordance with the terms of the applicable indenture. The rights of holders of the EchoStar Notes against the Guarantors may be limited under the U.S.
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 our Wireless business, including our 5G Network Deployment, and repay debt obligations.
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 our Wireless business and repay debt obligations.
Risk Factors” and elsewhere 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.
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.
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”).
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. ​ 71 ​ Table of Contents ​ Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”).
This change was primarily driven by a decrease in subscriber acquisition costs resulting from lower marketing expenditures and lower gross new DISH TV subscriber activations and a decrease in personnel costs. ​ Depreciation and amortization.
This change was primarily driven by a decrease in subscriber acquisition costs resulting from lower marketing expenditures and lower gross new DISH TV subscriber activations and a decrease in personnel costs. ​ 84 ​ Table of Contents Depreciation and amortization.
“ Impairment of long-lived assets and goodwill” totaled $536 million for the year ended December 31, 2023. This impairment represents a $533 million noncash impairment charge to goodwill and a $3 million noncash impairment for long-lived assets.
“ Impairments and other” totaled $536 million for the year ended December 31, 2023. This impairment represents a $533 million noncash impairment charge to goodwill and a $3 million noncash impairment for long-lived assets.
This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers, the expiration of our Nimiq 5 finance lease in September 2024, and the EchoStar XI satellite which became fully depreciated during the second quarter of 2023. ​ Impairment of long-lived assets and goodwill.
This change was primarily driven by a decrease in depreciation expense from equipment leased to new and existing DISH TV subscribers, the expiration of our Nimiq 5 finance lease in September 2024, and the EchoStar XI satellite which became fully depreciated during the second quarter of 2023. ​ Impairments and other.
Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to migrate Wireless subscribers onto our 5G Network. The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.
Our Wireless service margins are impacted by, among other things, our MNSA agreement with T-Mobile and our NSA agreement with AT&T and the speed with which we are able to transition Wireless subscribers to our Hybrid MNO Network. The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.
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. ​ 64 ​ Table of Contents ​ SLING TV subscribers .
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 .
“ Depreciation and amortization” expense totaled $460 million for the year ended December 31, 2024, an increase of $41 million, or 9.7%, as compared to 2023. The increase was primarily attributable to an increase in satellite depreciation driven by our EchoStar XXIV satellite, which was placed into service in December 2023. ​ Impairment of long-lived assets and goodwill.
“ Depreciation and amortization” expense totaled $460 million for the year ended December 31, 2024, an increase of $41 million, or 9.7%, as compared to 2023. The increase was primarily attributable to an increase in satellite depreciation driven by our EchoStar XXIV satellite, which was placed into service in December 2023. ​ Impairments and other.
In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs, which is now included in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss). ​ Selling, general and administrative expenses .
In addition, prior to January 1, 2024, “Cost of sales – equipment and other” included certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs, which is now included in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network Deployment, including lease expense on communication towers, transport, cloud services and other costs as a significant portion of our 5G Network was placed into service. ​ Cost of sales - equipment and other.
Beginning on January 1, 2024, “Cost of services” includes certain direct costs related to our 5G Network deployment, including lease expense on communication towers and other costs as a significant portion of our 5G Network was placed into service.
During the year ended December 31, 2022, we repurchased 3,980,612 shares of our Class A common stock. ​ 96 ​ Table of Contents ​ 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. ​ EchoStar Corporation ​ The indentures related to our outstanding EchoStar senior secured notes and convertible senior secured notes contain restrictive covenants that, among other things, impose limitations on our and certain of our subsidiaries’ ability to: (i) incur or guarantee additional indebtedness; (ii) make certain investments and other restricted payments; (iii) create liens; (iv) enter into certain transactions with affiliates; (v) merge or consolidate with another company; (vi) transfer or sell assets; (vii) allow to exist certain restrictions on paying dividends or other payments; and (viii) guarantor engagement in new activities.
During both the years ended December 31, 2024 and 2023, there were no repurchases of our Class A common stock. ​ ​ 112 ​ Table of Contents ​ 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. ​ EchoStar Corporation ​ The indentures related to our outstanding EchoStar senior secured notes and convertible senior secured notes contain restrictive covenants that impose limitations on our and certain of our subsidiaries’ ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) make certain investments and other restricted payments; (iii) create liens; (iv) enter into certain transactions with affiliates; (v) merge or consolidate with another company; (vi) transfer or sell assets; (vii) allow to exist certain restrictions on paying dividends or other payments; and (viii) guarantor engagement in new activities.
“Selling, general and administrative expenses” totaled $954 million during the year ended December 31, 2024, a $160 million or 14.4% decrease compared to the same period in 2023. This decrease was primarily driven by lower sales commissions and a decrease in costs to support the Wireless segment, partially offset by higher marketing expenditures.
“Selling, general and administrative expenses” totaled $788 million during the year ended December 31, 2024, a $71 million or 8.3% decrease compared to the same period in 2023. This decrease was primarily driven by lower sales commissions and a decrease in costs to support the Wireless segment, partially offset by higher marketing expenditures.
Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers. ​ DISH TV churn rate . Our DISH TV churn rate for the year ended December 31, 2023 was 1.69% compared to 1.54% for the same period in 2022.
Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers. ​ DISH TV churn rate . Our DISH TV churn rate for the year ended December 31, 2025 was 1.31% compared to 1.46% for the same period in 2024.
See Note 15 i n the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for definitions and further details. ​ Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally.
See Note 1 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ ​ 92 ​ Table of Contents ​ Broadband and Satellite Services Segment ​ Our Broadband and Satellite Services segment business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally.
“Other, net” income totaled $593 million during the year ended December 31, 2024, compared to expense of $1.771 billion during the same period in 2023. The year ended December 31, 2024 was positively impacted by a gain on debt extinguishment of $689 million and a $50 million gain on the Liberty Puerto Rico Asset Sale.
“Other, net” income totaled $593 million during the year ended December 31, 2024, compared to expense of $1.771 billion during the same period in 2023. The year ended December 31, 2024 was positively impacted by a gain on debt extinguishment of $689 million and $50 million in asset sales and other net gains.
“ Interest expense, net of amounts capitalized ” totaled $482 million during the year ended December 31, 2024, an increase of $391 million compared to the same period in 2023.
“Interest expense, net of amounts capitalized” totaled $482 million during the year ended December 31, 2024, an increase of $391 million compared to the same period in 2023.
On March 6, 2024, we entered into a license agreement covering NordicTrack exercise equipment that resolves our litigation involving those products and received the initial payment. ​ ​ 63 ​ Table of Contents ​ RESULTS OF OPERATIONS – Pay-TV Segment ​ Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2024 2023 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 10,613,653 ​ $ 11,385,961 ​ $ (772,308) ​ (6.8) Equipment sales and other revenue ​ ​ 74,551 ​ ​ 185,198 ​ ​ (110,647) ​ (59.7) Total revenue ​ ​ 10,688,204 ​ ​ 11,571,159 ​ ​ (882,955) ​ (7.6) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 6,546,506 ​ ​ 6,977,628 ​ ​ (431,122) ​ (6.2) % of Service revenue ​ ​ 61.7 % ​ 61.3 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 80,271 ​ ​ 91,164 ​ ​ (10,893) ​ (11.9) Selling, general and administrative expenses ​ ​ 1,076,142 ​ 1,414,808 ​ (338,666) ​ (23.9) % of Total revenue ​ ​ 10.1 % ​ 12.2 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 337,331 ​ ​ 381,292 ​ ​ (43,961) ​ (11.5) Impairment of long-lived assets and goodwill ​ ​ — ​ ​ 6,457 ​ ​ (6,457) ​ * Total costs and expenses ​ ​ 8,040,250 ​ ​ 8,871,349 ​ ​ (831,099) ​ (9.4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ 2,647,954 ​ $ 2,699,810 ​ $ (51,856) ​ (1.9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pay-TV subscribers, as of period end (in millions) ​ ​ 7.778 ​ ​ 8.526 ​ ​ (0.748) ​ (8.8) DISH TV subscribers, as of period end (in millions) ​ ​ 5.686 ​ ​ 6.471 ​ ​ (0.785) ​ (12.1) SLING TV subscribers, as of period end (in millions) ​ ​ 2.092 ​ ​ 2.055 ​ ​ 0.037 ​ 1.8 Pay-TV subscriber additions (losses), net (in millions) ​ ​ (0.748) ​ ​ (1.224) ​ ​ 0.476 ​ 38.9 DISH TV subscriber additions (losses), net (in millions) ​ ​ (0.785) ​ ​ (0.945) ​ ​ 0.160 ​ 16.9 SLING TV subscriber additions (losses), net (in millions) ​ ​ 0.037 ​ ​ (0.279) ​ ​ 0.316 ​ * Pay-TV ARPU ​ $ 108.90 ​ $ 104.56 ​ $ 4.34 ​ 4.2 DISH TV subscriber additions, gross (in millions) ​ ​ 0.282 ​ ​ 0.464 ​ ​ (0.182) ​ (39.2) DISH TV churn rate ​ ​ 1.46 % ​ 1.69 % ​ (0.23) % (13.6) DISH TV SAC ​ $ 999 ​ $ 1,118 ​ $ (119) ​ (10.6) Purchases of property and equipment, net of refunds ** ​ $ 218,473 ​ $ 242,736 ​ $ (24,263) ​ (10.0) OIBDA ​ $ 2,985,285 ​ $ 3,081,102 ​ $ (95,817) ​ (3.1) * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2024 and 2023 of $121 million and $105 million, respectively. ​ Pay-TV Subscribers ​ DISH TV subscribers .
See further information under “Liquidity and Capital Resources – Subscriber Acquisition and Retention Costs.” ​ 82 ​ Table of Contents ​ Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Amount ​ ​ ​ % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 10,613,653 ​ $ 11,385,961 ​ $ (772,308) ​ (6.8) Equipment sales and other revenue ​ ​ 74,551 ​ ​ 185,198 ​ ​ (110,647) ​ (59.7) Total revenue ​ ​ 10,688,204 ​ ​ 11,571,159 ​ ​ (882,955) ​ (7.6) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 6,546,506 ​ ​ 6,977,628 ​ ​ (431,122) ​ (6.2) % of Service revenue ​ ​ 61.7 % ​ 61.3 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 80,271 ​ ​ 91,164 ​ ​ (10,893) ​ (11.9) Selling, general and administrative expenses ​ ​ 1,076,142 ​ 1,414,808 ​ ​ (338,666) ​ (23.9) % of Total revenue ​ ​ 10.1 % ​ 12.2 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 337,331 ​ ​ 381,292 ​ ​ (43,961) ​ (11.5) Impairments and other ​ ​ — ​ ​ 6,457 ​ ​ (6,457) ​ * Total costs and expenses ​ ​ 8,040,250 ​ ​ 8,871,349 ​ ​ (831,099) ​ (9.4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ 2,647,954 ​ $ 2,699,810 ​ $ (51,856) ​ (1.9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pay-TV subscribers, as of period end (in millions) ​ ​ 7.778 ​ ​ 8.526 ​ ​ (0.748) ​ (8.8) DISH TV subscribers, as of period end (in millions) ​ ​ 5.686 ​ ​ 6.471 ​ ​ (0.785) ​ (12.1) SLING TV subscribers, as of period end (in millions) ​ ​ 2.092 ​ ​ 2.055 ​ ​ 0.037 ​ 1.8 Pay-TV subscriber additions (losses), net (in millions) ​ ​ (0.748) ​ ​ (1.224) ​ ​ 0.476 ​ 38.9 DISH TV subscriber additions (losses), net (in millions) ​ ​ (0.785) ​ ​ (0.945) ​ ​ 0.160 ​ 16.9 SLING TV subscriber additions (losses), net (in millions) ​ ​ 0.037 ​ ​ (0.279) ​ ​ 0.316 ​ * Pay-TV ARPU ​ $ 108.90 ​ $ 104.56 ​ $ 4.34 ​ 4.2 DISH TV subscriber additions, gross (in millions) ​ ​ 0.282 ​ ​ 0.464 ​ ​ (0.182) ​ (39.2) DISH TV churn rate ​ ​ 1.46 % ​ 1.69 % ​ (0.23) % (13.6) DISH TV SAC ​ $ 999 ​ $ 1,118 ​ $ (119) ​ (10.6) Purchases of property and equipment, net of refunds ** ​ $ 218,473 ​ $ 242,736 ​ $ (24,263) ​ (10.0) OIBDA ​ $ 2,985,285 ​ $ 3,081,102 ​ $ (95,817) ​ (3.1) * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2024 and 2023 of $121 million and $105 million, respectively. ​ Pay-TV Subscribers ​ DISH TV subscribers .
“Depreciation and amortization” expense totaled $1.135 billion during the year ended December 31, 2024 , a $334 million or 41.7% increase compared to the same period in 2023. This change was primarily driven by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service.
“Depreciation and amortization” expense totaled $1.040 billion during the year ended December 31, 2024, a $419 million increase compared to the same period in 2023. This change was primarily driven by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service. ​ Impairments and other.
See Note 2 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ 84 ​ Table of Contents ​ OTHER CONSOLIDATED RESULTS ​ Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2024 2023 Amount % ​ ​ (In thousands) ​ ​ Operating income (loss) ​ $ (304,070) ​ $ (277,909) ​ $ (26,161) ​ (9.4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 116,625 ​ ​ 207,374 ​ ​ (90,749) ​ (43.8) Interest expense, net of amounts capitalized ​ ​ (481,622) ​ ​ (90,357) ​ ​ (391,265) ​ * Other, net ​ ​ 593,497 ​ ​ (1,770,792) ​ ​ 2,364,289 ​ * Total other income (expense) ​ ​ 228,500 ​ ​ (1,653,775) ​ ​ 1,882,275 ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ (75,570) ​ ​ (1,931,684) ​ ​ 1,856,114 ​ 96.1 Income tax (provision) benefit, net ​ ​ (48,945) ​ ​ 296,860 ​ ​ (345,805) ​ * Effective tax rate ​ ​ (64.8) % ​ 15.4 % ​ ​ ​ ​ Net income (loss) ​ ​ (124,515) ​ ​ (1,634,824) ​ ​ 1,510,309 ​ 92.4 Less: Net income (loss) attributable to noncontrolling interests, net of tax ​ ​ (4,969) ​ ​ 67,233 ​ ​ (72,202) ​ * Net income (loss) attributable to EchoStar ​ $ (119,546) ​ $ (1,702,057) ​ $ 1,582,511 ​ 93.0 * Percentage is not meaningful. ​ Interest income.
Our effective tax rate during the year ended December 31, 2024 was impacted by federal, state and foreign valuation allowances. 102 ​ Table of Contents ​ Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Amount ​ ​ ​ % ​ ​ (In thousands) ​ ​ Operating income (loss) ​ $ (304,070) ​ $ (277,909) ​ $ (26,161) ​ (9.4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income (Expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 116,625 ​ ​ 207,374 ​ ​ (90,749) ​ (43.8) Interest expense, net of amounts capitalized ​ ​ (481,622) ​ ​ (90,357) ​ ​ (391,265) ​ * Other, net ​ ​ 593,497 ​ ​ (1,770,792) ​ ​ 2,364,289 ​ * Total other income (expense) ​ ​ 228,500 ​ ​ (1,653,775) ​ ​ 1,882,275 ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ (75,570) ​ ​ (1,931,684) ​ ​ 1,856,114 ​ 96.1 Income tax (provision) benefit, net ​ ​ (48,945) ​ ​ 296,860 ​ ​ (345,805) ​ * Effective tax rate ​ ​ (64.8) % ​ 15.4 % ​ ​ ​ ​ Net income (loss) ​ ​ (124,515) ​ ​ (1,634,824) ​ ​ 1,510,309 ​ 92.4 Less: Net income (loss) attributable to noncontrolling interests, net of tax ​ ​ (4,969) ​ ​ 67,233 ​ ​ (72,202) ​ * Net income (loss) attributable to EchoStar ​ $ (119,546) ​ $ (1,702,057) ​ $ 1,582,511 ​ 93.0 * Percentage is not meaningful. ​ Interest income.
“ Impairment of long-lived assets and goodwill” totaled $6 million for the year ended December 31, 2023. This impairment represents a noncash impairment charge for goodwill. See Note 2 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ DISH TV SAC.
“ Impairments and other” totaled $6 million for the year ended December 31, 2023. This impairment represents a noncash impairment charge for goodwill. See Note 1 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ DISH TV SAC.
We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget. ​ Our Wireless segment provides Wireless communication services and products.
We intend to grow our Wireless subscriber base by acquiring and retaining high quality subscribers with competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget. ​ Our Wireless segment provides Wireless communication services and products. We offer nationwide Wireless services to subscribers primarily under our Boost Mobile and Gen Mobile brands.
We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors.
We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business segments on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions for those business segments, as well as in evaluating operating performance in relation to our competitors. ​ Segment Adjusted OIBDA is calculated by adding back depreciation and amortization expense and impairments and other to business segments operating income (loss).
Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat and ST Engineering iDirect, Inc. ​ ​ ​ 80 ​ Table of Contents ​ RESULTS OF OPERATIONS – Broadband and Satellite Services Segment Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2024 2023 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 1,204,938 ​ $ 1,443,616 ​ $ (238,678) ​ (16.5) Equipment sales and other revenue ​ ​ 370,850 ​ ​ 311,943 ​ ​ 58,907 ​ 18.9 Total revenue ​ ​ 1,575,788 ​ ​ 1,755,559 ​ ​ (179,771) ​ (10.2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 502,740 ​ ​ 530,875 ​ ​ (28,135) ​ (5.3) % of Service revenue ​ ​ 41.7 % ​ 36.8 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 308,412 ​ ​ 241,570 ​ ​ 66,842 ​ 27.7 Selling, general and administrative expenses ​ ​ 422,741 ​ ​ 486,379 ​ ​ (63,638) ​ (13.1) % of Total revenue ​ ​ 26.8 % ​ 27.7 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 459,796 ​ ​ 419,262 ​ ​ 40,534 ​ 9.7 Impairment of long-lived assets and goodwill ​ ​ — ​ ​ 536,082 ​ ​ (536,082) ​ * Total costs and expenses ​ ​ 1,693,689 ​ ​ 2,214,168 ​ ​ (520,479) ​ (23.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ (117,901) ​ $ (458,609) ​ $ 340,708 ​ 74.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadband subscribers, as of period end (in millions) ​ ​ 0.883 ​ ​ 1.004 ​ ​ (0.121) ​ (12.1) Broadband subscriber additions (losses), net (in millions) ​ ​ (0.121) ​ ​ (0.224) ​ ​ 0.103 ​ 46.0 Purchases of property and equipment, net of refunds ** ​ $ 212,581 ​ $ 233,423 ​ $ (20,842) ​ (8.9) OIBDA ​ $ 341,895 ​ $ (39,347) ​ $ 381,242 ​ * * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2024 and 2023 of $4 million and $118 million, respectively. ​ Broadband subscribers.
See Note 1 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ ​ 95 ​ Table of Contents Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Amount ​ ​ ​ % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 1,204,938 ​ $ 1,443,616 ​ $ (238,678) ​ (16.5) Equipment sales and other revenue ​ ​ 370,850 ​ ​ 311,943 ​ ​ 58,907 ​ 18.9 Total revenue ​ ​ 1,575,788 ​ ​ 1,755,559 ​ ​ (179,771) ​ (10.2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 502,740 ​ ​ 530,875 ​ ​ (28,135) ​ (5.3) % of Service revenue ​ ​ 41.7 % ​ 36.8 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 308,412 ​ ​ 241,570 ​ ​ 66,842 ​ 27.7 % of Equipment sales and other revenue ​ ​ 83.2 % ​ 77.4 % ​ ​ ​ ​ Selling, general and administrative expenses ​ ​ 422,741 ​ ​ 486,379 ​ (63,638) ​ (13.1) % of Total revenue ​ ​ 26.8 % ​ 27.7 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 459,796 ​ ​ 419,262 ​ ​ 40,534 ​ 9.7 Impairments and other ​ ​ — ​ ​ 536,082 ​ ​ (536,082) ​ * Total costs and expenses ​ ​ 1,693,689 ​ ​ 2,214,168 ​ ​ (520,479) ​ (23.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ (117,901) ​ $ (458,609) ​ $ 340,708 ​ 74.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadband subscribers, as of period end (in millions) ​ ​ 0.883 ​ ​ 1.004 ​ ​ (0.121) ​ (12.1) Broadband subscriber additions (losses), net (in millions) ​ ​ (0.121) ​ ​ (0.224) ​ ​ 0.103 ​ 46.0 Purchases of property and equipment, net of refunds ** ​ $ 212,581 ​ $ 233,423 ​ $ (20,842) ​ (8.9) OIBDA ​ $ 341,895 ​ $ (39,347) ​ $ 381,242 ​ * * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2024 and 2023 of $4 million and $118 million, respectively. ​ Broadband subscribers.
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 our 5G Network Deployment and other factors. ​ 93 ​ Table of Contents ​ The following table reconciles free cash flow to “Net cash flows from operating activities.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ 2024 2023 2022 ​ ​ (In thousands) Net cash flows from operating activities ​ $ 1,252,697 ​ $ 2,432,647 ​ $ 3,621,190 Purchases of property and equipment, net of refunds (including capitalized interest related to Regulatory authorizations) ​ ​ (2,496,624) ​ ​ (4,224,783) ​ ​ (4,034,781) Free cash flow ​ $ (1,243,927) ​ $ (1,792,136) ​ $ (413,591) ​ Operational Liquidity ​ We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our Pay-TV, Wireless and Broadband and Satellite Services segments.
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 our Hybrid MNO Network, cash interest payments and other factors and historical expenditures for our 5G Network. ​ The following table reconciles free cash flow to “Net cash flows from operating activities.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 ​ ​ (In thousands) Net cash flows from operating activities ​ ​ ​ $ (99,374) ​ $ 1,252,697 ​ $ 2,432,647 Purchases of property and equipment, net of refunds (including capitalized interest related to regulatory authorizations) ​ ​ (1,642,041) ​ ​ (2,496,624) ​ ​ (4,224,783) Free cash flow ​ $ (1,741,415) ​ $ (1,243,927) ​ $ (1,792,136) ​ Operational Liquidity ​ We make general investments in property such as, among others, satellites, wireless devices, set-top boxes, information technology and facilities that support our businesses.
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.
Our DISH TV and Broadband subscriber bases have been declining and there can be no assurance that both subscriber bases will not continue to decline and that the pace of such decline will not accelerate.
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. ​ 56 ​ Table of Contents ​ 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.
Adjusted OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization” and “Impairments and other.” 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.
Specifically, Northstar Wireless, LLC, SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. the (“Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. the (“Equity Pledge Guarantors”). ​ 88 ​ Table of Contents Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee any of our registered senior notes.
The Guarantors consist of, Northstar Wireless, L.L.C., SNR Wireless LicenseCo, LLC, DBSD Corporation and Gamma Acquisition L.L.C. (the “Spectrum Assets Guarantors”) and Northstar Spectrum, LLC, SNR Wireless HoldCo, LLC, DBSD Services Limited and Gamma Acquisition HoldCo, L.L.C. (the “Equity Pledge Guarantors”). ​ Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee the EchoStar Notes.
“Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services.
“Cost of services” principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA and NSA and direct costs to operate our 5G Network core as part of our Hybrid MNO), costs of broadband services, maintenance and other contracted services, and costs associated with satellite and transponder leases and services.
This increase primarily resulted from higher percentage returns earned on our cash and marketable investment securities, partially offset by lower average cash and marketable investment securities balances during the year ended December 31, 2023. ​ Other, net.
This increase primarily resulted from higher average cash and marketable investment securities balances, partially offset by lower percentage returns earned on our cash and marketable investment securities during the year ended December 31, 2025. ​ Interest expense, net of amounts capitalized.
Certain of our capital expenditures for 2025 are expected to be driven by the rate of our 5G Network Deployment as well as costs associated with subscriber premises equipment. These expenditures are necessary for our 5G Network Deployment as well as to operate and maintain our DISH TV services.
Certain of our capital expenditures for 2026 are expected to be driven by costs associated with our Hybrid MNO network and subscriber premises equipment. These expenditures are necessary for our Hybrid MNO network as well as to operate and maintain our DISH TV services.
See Note 6 and 10 to 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 benefit was $297 million during the year ended December 31, 2023 compared to a provision of $798 million during the same period in 2022.
See Note 6 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 benefit was $4.386 billion during the year ended December 31, 2025, compared to a provision of $49 million during the same period in 2024.
In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers. ​ Impairment of long-lived assets and goodwill .
In addition, “Selling, general and administrative expenses” includes costs related to the installation of equipment for our new Pay-TV subscribers and the cost of subsidized sales of Pay-TV equipment for new subscribers. ​ Impairments and other .
“Cost of sales – equipment and other” totaled $1.251 billion for the year ended December 31, 2024, a decrease of $860 million compared to the same period in 2023.
“Cost of services” and “Cost of sales – equipment and other” totaled $1.235 billion for the year ended December 31, 2025, a decrease of $69 million compared to the same period in 2024.
See Note 3, Note 6 and Note 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for defined terms and further information regarding our current financing transactions and marketable investment securities.
See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information regarding our current restricted cash and cash equivalents and marketable investment securities.
Our effective tax rate during the year ended December 31, 2023 was impacted by noncash impairment charges to goodwill, and federal, state and foreign valuation allowances. ​ ​ 87 ​ Table of Contents 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.
Our effective tax rate during the year ended December 31, 2024 was impacted by federal, state and foreign valuation allowances. ​ 103 ​ Table of Contents ​ Non-GAAP Performance Measures and Reconciliation ​ It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) , and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP.
“Depreciation and amortization” expense totaled $381 million during the year ended December 31, 2023, a $47 million or 11.0% decrease compared to the same period in 2022.
“Depreciation and amortization” expense totaled $153 million during the year ended December 31, 2024 , a $69 million or 31.0% decrease compared to the same period in 2023.
Our Wireless churn rate for the year ended December 31, 2023 was positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies.
Our Wireless churn rates for the year ended December 31, 2025 and 2024 were positively impacted by our emphasis on acquiring and retaining higher quality subscribers, partially offset by competitive pressures, including deeper wireless device subsidies. ​ Service revenue.
The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items. ​ The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below. ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ (In thousands) Current assets $ 6,234,658 Noncurrent assets ​ ​ 17,397,691 Current liabilities ​ ​ 411,704 Noncurrent liabilities ​ ​ 9,254,862 Due from non-guarantors ​ ​ 1,470,067 ​ The summarized results of operations information for the combined obligor group of the EchoStar Notes is presented in the table below. ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2024 ​ ​ (In thousands) Total revenues $ 60,894 Operating income (loss) ​ ​ 49,284 Net income (loss) ​ ​ (26,015) Revenue from non-guarantors ​ ​ 58,200 ​ ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities ​ We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents.
The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items. ​ The summarized balance sheet information for the combined obligor group of the EchoStar Notes is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 ​ ​ (In thousands) Current assets ​ ​ ​ $ 2,913,656 ​ $ 6,234,658 Noncurrent assets ​ ​ 12,386,980 ​ ​ 17,397,691 Current liabilities ​ ​ 380,977 ​ ​ 411,704 Noncurrent liabilities ​ ​ 9,382,826 ​ ​ 9,254,862 Due from non-guarantors ​ ​ 1,378,026 ​ ​ 1,470,067 ​ The summarized results of operations information for the combined obligor group of the EchoStar Notes is presented in the table below. ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2025 ​ ​ (In thousands) Total revenues ​ ​ ​ $ 667 Operating income (loss) ​ ​ (5,191,392) Net income (loss) ​ ​ (4,357,280) ​ ​ 106 ​ Table of Contents ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash, Cash Equivalents, Current Restricted Cash and Cash Equivalents and Current Marketable Investment Securities ​ We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents.
“Equipment sales and other revenue” totaled $451 million for the year ended December 31, 2024, an increase of $56 million or 14.3% compared to the same period in 2023.
“Equipment sales and other revenue” totaled $437 million for the year ended December 31, 2024, an increase of $82 million or 23.2% compared to the same period in 2023.
We offer Pay-TV services under the DISH® brand and the SLING® brand. We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers.
We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience 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.
Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period. ​ 94 ​ Table of Contents ​ Finally, our future cash flow is impacted by, among other things, the rate at which we complete our 5G Network Deployment, incur litigation expense, make cash interest payments, and any cash flow from financing activities.
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, among other things, the rate at which we incur litigation expense, make cash interest payments, participate in FCC wireless spectrum auctions and any cash flow from financing activities.
For the years ended December 31, 2024, 2023 and 2022, we reported “Net cash flows from operating activities” of $1.253 billion, $2.433 billion and $3.621 billion, respectively. 91 ​ Table of Contents ​ Net cash flows from operating activities from 2023 to 2024 decreased $1.180 billion, primarily attributable to a $815 million decrease in income adjusted to exclude non-cash charges for “Depreciation and amortization” expense, “Realized and unrealized losses (gains) on investments, impairments and other,” “EchoStar Exchange Offers debt extinguishment losses (gains),” “Liberty Puerto Rico Asset Sale losses (gains),” “Realized and unrealized losses (gains) on derivatives,” “Non-cash, stock-based compensation” expense, “Deferred tax expense (benefit),” “Equity in (earnings) losses of affiliates,” and “Impairment of long-lived assets and goodwill.” In addition, this change also includes decreases in cash flows resulting from changes in operating assets and liabilities principally attributable to timing differences between book expense and cash payments, including taxes. ​ Net cash flows from operating activities from 2022 to 2023 decreased $1.189 billion, primarily attributable to a $1.352 billion decrease in income adjusted to exclude non-cash charges for “Depreciation and amortization” expense, “Realized and unrealized losses (gains) on investments, impairments and other,” “Realized and unrealized losses (gains) on derivatives,” “Non-cash, stock-based compensation” expense, “Deferred tax expense (benefit) and “Impairment of long-lived assets and goodwill.” In addition, this change also includes decreases in cash flows resulting from changes in operating assets and liabilities principally attributable to timing differences between book expense and cash payments, including taxes. ​ Cash flows from investing activities.
For the years ended December 31, 2025, 2024 and 2023, we reported “Net cash flows from operating activities” outflows of $99 million and inflows of $1.253 billion and $2.433 billion, respectively. ​ “Net cash flows from operating activities” from 2024 to 2025 decreased $1.352 billion primarily attributable to a $907 million decrease in income adjusted to exclude the non-cash items for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments and other,” “Asset sales and other losses (gains),” “EchoStar exchange offers debt extinguishment losses (gains),” “Non-cash, stock-based compensation” expense, “Interest expense paid in kind on long-term debt,” and “Deferred tax expense (benefit).” In addition, this change also includes decreases in cash flows resulting from changes in operating assets and liabilities principally attributable to timing differences between book expense and cash payments, including income taxes, and other working capital changes. ​ Net cash flows from operating activities from 2023 to 2024 decreased $1.180 billion, primarily attributable to a $815 million decrease in income adjusted to exclude non-cash charges for “Depreciation and amortization” expense, “Impairments and other,” “Realized and unrealized losses (gains) and impairments on investments and other,” “EchoStar exchange offers debt extinguishment losses (gains),” “Asset sales and other losses (gains),” “Realized and unrealized losses (gains) on derivatives,” “Non-cash, stock-based compensation” expense and “Deferred tax expense (benefit).” In addition, this change also includes decreases in cash flows resulting from changes in operating assets and liabilities principally attributable to timing differences between book expense and cash payments, including taxes. ​ 108 ​ Table of Contents Cash flows from investing activities.
This increase in net DISH TV subscriber losses primarily resulted from lower gross new DISH TV subscriber activations and a higher DISH TV churn rate. ​ SLING TV subscribers .
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 945,000 net DISH TV subscribers during the year ended December 31, 2023 compared to the loss of approximately 805,000 net DISH TV subscribers during the same period in 2022.
We lost approximately 636,000 net DISH TV subscribers during the year ended December 31, 2025 compared to the loss of approximately 785,000 net DISH TV subscribers during the same period in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Based on our December 31, 2024 investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash, cash equivalents and marketable investment securities. ​ Foreign Currency Exchange Risk ​ Our international business is conducted in a variety of foreign currencies with our largest exposures being to the Brazilian real, the Indian rupee, European euro and the British pound.
Based on our December 31, 2025 investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash, cash equivalents and marketable investment securities. ​ Foreign Currency Exchange Risk ​ Our international business is conducted in a variety of foreign currencies with our largest exposures being to the Brazilian real, the Indian rupee, European euro and the British pound.
Of that amount, a total of $5.521 billion was invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; (d) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; and/or (e) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.
Of that amount, a total of $2.947 billion was invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; (d) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; and/or (e) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.
As of December 31, 2024, we did not hold any material derivative financial instruments. ​ Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.
As of December 31, 2025, we did not hold any material derivative or financial liability instruments. ​ Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ​ Not applicable.
Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions. As of December 31, 2024, we had foreign currency forward contracts with a notional amount of $1 million in place to partially mitigate foreign currency exchange risk.
Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions. As of December 31, 2025, we had foreign currency forward contracts with a notional amount of $4 million in place to partially mitigate foreign currency exchange risk.
The estimated fair values of the foreign currency contracts were not material as of December 31, 2024.
The estimated fair values of the foreign currency contracts were not material as of December 31, 2025.
A hypothetical 10% adverse change in the market price of our public strategic equity investments during 2024 would have resulted in a decrease of $3 million in the fair value of these investments. ​ Restricted Cash, Cash Equivalents and Marketable Investment Securities ​ As of December 31, 2024, we had $321 million of restricted cash, cash equivalents and marketable investment securities invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to commercial paper.
A hypothetical 10% adverse change in the market price of our public strategic equity investments during 2025 would have resulted in a decrease of $4 million in the fair value of these investments. ​ 118 ​ Table of Contents ​ Restricted Cash, Cash Equivalents and Marketable Investment Securities ​ As of December 31, 2025, we had $352 million of restricted cash, cash equivalents and marketable investment securities invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to commercial paper.
The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during 2024 would have resulted in an estimated loss to the cumulative translation adjustment of $32 million as of December 31, 2024. ​ Debt ​ As of December 31, 2024, we had debt of $27.092 billion, excluding finance lease obligations and unamortized deferred financing costs and debt discounts, on our Consolidated Balance Sheets.
The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during 2025 would have resulted in an estimated loss to the cumulative translation adjustment of $34 million as of December 31, 2025. ​ Debt ​ As of December 31, 2025, we had debt of $26.353 billion, excluding finance lease obligations and unamortized deferred financing costs and debt discounts, on our Consolidated Balance Sheets.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ Market Risks Associated with Financial Instruments ​ Our investments and debt are exposed to market risks, discussed below. ​ Cash, Cash Equivalents and Current Marketable Investment Securities ​ As of December 31, 2024, our unrestricted cash, cash equivalents and current marketable investment securities had a fair value of $5.547 billion.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ Market Risks Associated with Financial Instruments ​ Our investments and debt are exposed to market risks, discussed below. ​ Cash, Cash Equivalents and Current Marketable Investment Securities ​ As of December 31, 2025, our unrestricted cash, cash equivalents and current marketable investment securities had a fair value of $2.984 billion.
Based on our December 31, 2024 current non-strategic investment portfolio of $5.521 billion, a hypothetical 10% change in average interest rates would not have a material impact on the fair value due to the limited duration of our investments. ​ Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, 2024 of 5.3%.
Based on our December 31, 2025 current non-strategic investment portfolio of $2.947 billion, a hypothetical 10% change in average interest rates would not have a material impact on the fair value due to the limited duration of our investments. ​ Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, 2025 of 4.4%.
We estimated the fair value of this debt to be approximately $25.631 billion using quoted market prices. The fair value of our debt is affected by fluctuations in interest rates. A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately $730 million.
We estimated the fair value of this debt to be approximately $31.411 billion using quoted market prices. The fair value of our debt is affected by fluctuations in interest rates. A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately $195 million.
A hypothetical 10% decrease in average interest rates during 2024 would result in a decrease of approximately $11 million in annual interest income. ​ 100 ​ Table of Contents ​ Strategic Marketable Investment Securities ​ As of December 31, 2024, we held investments in several companies, generally with publicly traded securities, with a fair value of $27 million.
A hypothetical 10% decrease in average interest rates during 2025 would result in a decrease of approximately $22 million in annual interest income. ​ Strategic Marketable Investment Securities ​ As of December 31, 2025, we held investments in several companies, generally with publicly traded securities, with a fair value of $37 million.
To the extent interest rates increase, our future costs of financing would increase at the time of any future financings. As of December 31, 2024, primarily all of our long-term debt consisted of fixed rate indebtedness. ​ 101 ​ Table of Contents ​ Derivative Financial Instruments ​ From time to time, we invest in speculative financial instruments, including derivatives.
As of December 31, 2025, primarily all of our long-term debt consisted of fixed rate indebtedness. ​ 119 ​ Table of Contents ​ Derivative and/or Financial Liability Instruments ​ From time to time, we invest in speculative financial instruments, including derivative and/or financial liability instruments.
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To the extent interest rates increase, our future costs of financing would increase at the time of any future financings.

Other SATS 10-K year-over-year comparisons