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What changed in EchoStar CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of EchoStar CORP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+576 added−668 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in EchoStar CORP's 2024 10-K

576 paragraphs added · 668 removed · 442 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

159 edited+28 added−86 removed187 unchanged
Biggest changeWe now have the largest commercial deployment of 5G VoNR in the world reaching approximately 200 million Americans and 5G broadband service reaching approximately 250 million Americans. ​ As a result of us providing 5G broadband service to over 50% of the U.S. population by June 14, 2023, the final build-out deadlines have been extended automatically to June 14, 2025 for us to offer 5G broadband service to at least 70% of the population in each Economic Area for the 700 MHz Licenses and AWS-4 Licenses and at least 75% of the population in each Economic Area for the H Block Licenses. ​ 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.
Biggest changeSee Note 15 i n the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for definitions and further details. ​ 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.
In 2015, the FCC adopted Open Internet rules, which applied to both fixed and mobile broadband access providers and prohibited them, among other things, from blocking or throttling traffic, from paid prioritization, and from unreasonably interfering with, or disadvantaging, consumers’ or content providers’ access to the Internet.
In 2015, the FCC adopted Open Internet rules, which applied to both fixed and mobile broadband access providers and prohibited them from, among other things, blocking or throttling traffic, paid prioritization and unreasonably interfering with, or disadvantaging, consumers’ or content providers’ access to the Internet.
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 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 5G Network Deployment and commercialization of our 5G Network.
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 strategy to compete with cable and other satellite companies that provide local signals.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation based on certain factors depending on the license including, among others, public interest considerations, level and quality of services and/or operations provided by the licensee, frequency and duration of any interruptions or outages of services and/or operations provided by the licensee, and the extent to which service is provided to, and/or operation is provided in, rural areas and tribal lands.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to acceleration, renewal or revocation based on certain factors depending on the license including, among others, public interest considerations, level and quality of services and/or operations provided by the licensee, frequency and duration of any interruptions or outages of services and/or operations provided by the licensee, and the extent to which service is provided to, and/or operation is provided in, rural areas and tribal lands.
We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. ​ PAY-TV ​ Business Strategy – Pay-TV ​ Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service, and great value.
We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. ​ PAY-TV ​ Business Strategy – Pay-TV ​ Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service and great value.
Item 1. BUSINESS ​ OVERVIEW ​ EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context).
Item 1. BUSINESS ​ OVERVIEW ​ EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. EchoStar Corporation together with its subsidiaries are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context.
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 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 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. ​ 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.
We have limited experience in the wireless services industry, which is an industry with increasing subscriber demands for data services that require increasing capital resources to maintain a robust network. The wireless services industry has incumbent and established competitors such as Verizon, AT&T and T-Mobile with substantial market share.
We have limited experience in the wireless services industry, which is an industry with increasing subscriber demands for data services that require increasing capital resources to maintain a robust network. The wireless services industry has incumbent and established competitors such as Verizon, AT&T and T-Mobile, each with substantial market share.
The $30 billion of investments related to Wireless spectrum licenses does not include $9 billion of capitalized interest related to the carrying value of such licenses. See Note 2 and Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
The $30 billion of investments related to Wireless spectrum licenses does not include $10 billion of capitalized interest related to the carrying value of such licenses. See Note 2 and Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
Generally, the FCC has jurisdiction over the construction, operation, acquisition and transfer of wireless communications systems. All wireless services require use of radio frequency spectrum, the assignment and distribution of which is subject to FCC oversight. The FCC can also determine what services can be offered and how they can be offered over certain frequency bands.
Generally, the FCC has jurisdiction over the construction, operation, acquisition and transfer of wireless communications systems. All wireless services require use of radio frequency spectrum, the assignment and distribution of which is subject to FCC regulations and oversight. The FCC can also determine what services can be offered and how they can be offered over certain frequency bands.
A special temporary authorization is granted for a period of only 180 days or less, subject again to possible renewal by the FCC. From time to time, we apply for authorizations to use new satellites at our existing orbital locations.
A special temporary authorization is granted for a period of only 180 days or less, subject to possible renewal by the FCC. From time to time, we apply for authorizations to use new satellites at our existing orbital locations.
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 2023, 2022 and 2021, 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. ​ 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.
Also in 2016, the broadcast industry petitioned the FCC to relax its media ownership rules, which, among other things, limit the number of commonly owned TV stations per market and restrict newspaper/broadcast cross-ownership and radio/TV cross-ownership.
In 2016, the broadcast industry petitioned the FCC to relax its media ownership rules, which, among other things, limit the number of commonly owned TV stations per market and restrict newspaper/broadcast cross-ownership and radio/TV cross-ownership.
In addition, in the U.S. and some other countries we are subject to country specific approvals of our products. ​ Depending upon the circumstances, non-compliance with applicable legislation or regulations could result in suspension or revocation of our licenses or authorizations, the termination or loss of contracts or the imposition of contractual damages, civil fines or criminal penalties, any of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, in the U.S. and some other countries, we are subject to country specific approvals of our products. ​ Depending upon the circumstances, non-compliance with applicable legislation or regulations could result in suspension or revocation of our licenses or authorizations, acceleration of requirements, the termination or loss of contracts or the imposition of contractual damages, civil fines or criminal penalties, any of which could have a material adverse effect on our business, financial condition and results of operations.
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.
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.
Certain of our competitors own directly, partner with, and/or are affiliated with companies that own programming content that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective subscribers.
Certain of our competitors own directly, partner with and/or are affiliated with companies that own programming content that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective or existing subscribers.
While we believe that such costs will be outweighed by longer-term benefits, there can be no assurance when or if we will realize these benefits at all. ​ If our subscriber activations decrease, or if our subscriber churn rate, subscriber acquisition costs or retention costs increase, our financial performance will be adversely affected. ​ We may incur increased costs to acquire new subscribers and retain existing subscribers to same or all of our Pay-TV, Wireless or Broadband and Satellite Services businesses.
While we believe that such costs will be outweighed by longer-term benefits, there can be no assurance when or if we will realize these benefits at all. ​ If our subscriber activations decrease, or if our subscriber churn rate, subscriber acquisition costs or retention costs increase, our financial performance will be adversely affected. ​ We may incur increased costs to acquire new subscribers and retain existing subscribers to some or all of our Pay-TV, Wireless or Broadband and Satellite Services businesses.
Furthermore, the FCC has also imposed certain specific mandates on wireless carriers, including, but not limited to, construction and geographic coverage requirements, technical operating standards, provision of enhanced 911 services, roaming obligations and requirements for wireless tower and antenna facilities. ​ The FTC and other federal agencies also have jurisdiction over some consumer protection and elimination and prevention of anticompetitive business practices with respect to the provision of non-common carrier services. ​ Meanwhile, our 5G Network Deployment will involve significant deployment of certain equipment and therefore increase the need for local permitting processes that allow for the placement of equipment on reasonable timelines and terms.
Furthermore, the FCC has also imposed certain specific mandates on wireless carriers, including, but not limited to, construction and geographic coverage requirements, technical operating standards, provision of enhanced 911 services, roaming obligations, assistance to law enforcement and requirements for wireless tower and antenna facilities. ​ The FTC and other federal agencies also have jurisdiction over some consumer protection and elimination and prevention of anticompetitive business practices with respect to the provision of non-common carrier services. ​ Meanwhile, our 5G Network Deployment will involve significant deployment of certain equipment and therefore increase the need for local permitting processes that allow for the placement of equipment on reasonable timelines and terms.
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. ​ 5 ​ 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 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 in our public filings.
Increases in theft of our signal or our competitors’ signals could, in addition to reducing gross new DISH TV subscriber activations, also cause our DISH TV churn rate to increase. ​ 34 ​ Table of Contents We may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at all, from local network stations. ​ The Copyright Act generally gives satellite companies a statutory copyright license to retransmit local broadcast channels by satellite back into the market from which they originated, subject to obtaining the retransmission consent of local broadcast television stations that do not elect “must carry” status, as required by the Communications Act.
Increases in theft of our signal or our competitors’ signals could, in addition to reducing gross new DISH TV subscriber activations, also cause our DISH TV churn rate to increase. ​ We may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at all, from local network stations. ​ The Copyright Act generally gives satellite companies a statutory copyright license to retransmit local broadcast channels by satellite back into the market from which they originated, subject to obtaining the retransmission consent of local broadcast television stations that do not elect “must carry” status, as required by the Communications Act.
On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.
On September 29, 2023, the FCC confirmed we met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.
If our new services fail to retain or gain acceptance in the marketplace or if costs associated with these services are higher than anticipated, this could have a material adverse effect on our operating results. ​ 32 ​ Table of Contents ​ Operational and Service Delivery Risks ​ Any deterioration in our operational performance and subscriber satisfaction could adversely affect our business, financial condition and results of operations. ​ If our operational performance and subscriber satisfaction with respect to our Pay-TV, Wireless, and/or Broadband and Satellite Services businesses were to deteriorate, we may experience a decrease in subscriber activations and an increase in our subscriber churn rate, which could have a material adverse effect on our business, financial condition and results of operations.
If our new services fail to retain or gain acceptance in the marketplace or if costs associated with these services are higher than anticipated, this could have a material adverse effect on our operating results. ​ Operational and Service Delivery Risks ​ Any deterioration in our operational performance and subscriber satisfaction could adversely affect our business, financial condition and results of operations. ​ If our operational performance and subscriber satisfaction with respect to our Pay-TV, Wireless, and/or Broadband and Satellite Services businesses were to deteriorate, we may experience a decrease in subscriber activations and an increase in our subscriber churn rate, which could have a material adverse effect on our business, financial condition and results of operations.
These required measures would cause significant disruption to our Wireless subscriber base which could result in, among other things, a significant increase in our churn rate.
These required measures could cause significant disruption to our Wireless subscriber base which could result in, among other things, a significant increase in our churn rate.
If any of our operations are not consistent with this plan, the ITU will only provide authorization on a non-interference basis pending successful modification of the plan or the agreement of all affected administrations to the non-conforming operations. Certain of our satellites are not presently entitled to any interference protection from other satellites that are in conformance with the plan.
If any of our operations are inconsistent with this plan, the ITU will only provide authorization on a non-interference basis pending successful modification of the plan or the agreement of all affected administrations to the non-conforming operations. Certain of our satellites are not presently entitled to any interference protection from other satellites that are in conformance with the plan.
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. 12 ​ 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.
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.
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. ​ 30 ​ Table of Contents ​ 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 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 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.
We often offer our new SLING TV subscribers free trials and/or streaming-capable devices at no additional charge and/or promotional pricing. ​ 4 ​ Table of Contents ​ While we offer receiver systems and programming through direct sales channels, a meaningful percentage of our gross new DISH TV 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.
We often offer our new SLING TV subscribers free trials and/or streaming-capable devices at no additional charge and/or promotional pricing. ​ While we offer receiver systems and programming through direct sales channels, a meaningful percentage of our gross new DISH TV 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.
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.
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.
The FCC, however, has not yet determined whether we qualify for this decrease in set-aside. ​ 15 ​ Table of Contents The obligation to provide noncommercial programming may displace programming for which we could earn commercial rates and could adversely affect our financial results.
The FCC, however, has not yet determined whether we qualify for this decrease in set-aside. ​ 12 ​ Table of Contents The obligation to provide noncommercial programming may displace programming for which we could earn commercial rates and could adversely affect our financial results.
Accordingly, we cannot provide assurance that these requirements will not change or become more stringent in the future in a manner that could have a material adverse effect on our business and/or environmental compliance costs, capital or other expenditures. ​ 21 ​ Table of Contents ​ PATENTS AND OTHER INTELLECTUAL PROPERTY ​ Many entities, including, but not limited to, some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services that we offer or that we may offer in the future.
Accordingly, we cannot provide assurance that these requirements will not change or become more stringent in the future in a manner that could have a material adverse effect on our business and/or environmental compliance costs, capital or other expenditures. ​ PATENTS AND OTHER INTELLECTUAL PROPERTY ​ Many entities, including, but not limited to, some of our competitors, have or may in the future obtain patents and other intellectual property rights that cover or affect products or services that we offer or that we may offer in the future.
Any material increase in subscriber acquisition or retention costs from current levels could have a material adverse effect on our business, financial condition and results of operations. ​ 33 ​ Table of Contents ​ With respect to our Pay-TV business, programming expenses are increasing, which may adversely affect our future financial condition and results of operations. ​ Our programming costs represent a significant component of our total expense and we expect these costs to continue to increase on a per subscriber basis.
Any material increase in subscriber acquisition or retention costs from current levels could have a material adverse effect on our business, financial condition and results of operations. ​ With respect to our Pay-TV business, programming expenses are increasing, which may adversely affect our future financial condition and results of operations. ​ Our programming costs represent a significant component of our total expense and we expect these costs to continue to increase on a per subscriber basis.
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. ​ 19 ​ 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”).
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”).
Our profits may be adversely affected by increased subscriber acquisition and retention costs necessary to attract and retain high-quality subscribers during a period of economic weakness. ​ 31 ​ Table of Contents We are also subject to inflationary cost pressures, and if inflation continues or worsens, it could negatively impact us by increasing, among other things, our operating expenses.
Our profits may be adversely affected by increased subscriber acquisition and retention costs necessary to attract and retain high-quality subscribers during a period of economic weakness. ​ We are also subject to inflationary cost pressures, and if inflation continues or worsens, it could negatively impact us by increasing, among other things, our operating expenses.
Our mission is to be a global connectivity provider for people, enterprises and things. ​ 22 ​ Table of Contents ​ WHERE YOU CAN FIND MORE INFORMATION ​ We are subject to the informational requirements of the Exchange Act and accordingly file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC.
Our mission is to be a global connectivity provider for people, enterprises and things. ​ WHERE YOU CAN FIND MORE INFORMATION ​ We are subject to the informational requirements of the Exchange Act and accordingly file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC.
The Communications Act also does not prohibit states from regulating the other “terms and conditions” of wireless service. For example, some states attempt to regulate wireless customer billing matters and impose reporting requirements. Several states also have laws or regulations that address safety issues (e.g., use of wireless handsets while driving) and taxation matters.
The Communications Act also does not prohibit state and local governments from regulating the other “terms and conditions” of wireless service. For example, some states attempt to regulate wireless customer billing matters and impose reporting requirements. Several states also have laws or regulations that address safety issues (e.g., use of wireless handsets while driving) and taxation matters.
Swieringa previously served as Executive Vice President and Chief Operating Officer of DISH Network since December 2017 and as Group President, Retail Wireless since July 2020 and has had responsibility for all aspects of DISH Network’s Retail Wireless segment. Mr.
Swieringa previously served as Executive Vice President and Chief Operating Officer of DISH Network since December 2017 and as Group President, Retail Wireless since July 2020 and has had responsibility for all aspects of DISH Network’s Retail Wireless business. Mr.
For certain services in the U.S., we are required to contribute fees, computed as a percentage of our revenue from telecommunications services to the Universal Service Fund (“USF”) to support mechanisms that subsidize the provision of services to low-income consumers, high-cost areas, schools, libraries and rural health care providers.
For certain services in the U.S., we are required to contribute fees, computed as a percentage of our revenue from telecommunications services to various funds, including the Universal Service Fund (“USF”) to support mechanisms that subsidize the provision of services to low-income consumers, high-cost areas, schools, libraries and rural health care providers.
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. ​ 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”) most recently serving as the Chief Executive Officer of DISH from March 2015 to December 2017. ​ 20 ​ Table of Contents Hamid Akhavan.
While our agreements with AT&T and T-Mobile currently have 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 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.
Our code of ethics is available on our corporate website at https://ir.echostar.com/.
Our code of ethics is available on our corporate website at https://ir.echostar.com/corporate-governance.
In addition, as a provider of interconnected voice over internet protocol services, we are required to abide by a number of rules related to telephony service, including rules dealing with the protection of customer information and the processing of emergency calls. ​ State and Local Regulation ​ We are also regulated by state and local authorities.
In addition, as a provider of interconnected voice over internet protocol services, we are required to abide by a number of rules related to telephony service, including rules dealing with the protection of customer information and the processing of emergency calls. ​ 15 ​ Table of Contents ​ State and Local Regulation ​ We are also regulated by state and local authorities.
For more information regarding our FCC Licenses, see discussion above and Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ 20 ​ Table of Contents ​ Additionally, the FCC and the Federal Aviation Administration regulate the siting, lighting and construction of transmitter towers and antennae.
For more information regarding our FCC Licenses, see discussion above and Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K. ​ Additionally, the FCC and the Federal Aviation Administration regulate the siting, lighting and construction of transmitter towers and antennae.
Generally, our FCC licenses and special temporary authorizations have been renewed, and our applications for new satellites at our existing orbital locations have been approved, by the FCC on a routine basis, but there can be no assurance that the FCC will continue to do so. ​ Opposition and Other Risks to our Licenses .
Generally, our FCC licenses and special temporary authorizations have been renewed, and our applications for new satellites at our existing orbital locations have been approved, by the FCC on a routine basis, but there can be no assurance that the FCC will continue to do so.
In recent years, Akhavan has been active in private equity and serving on the board of directors of several public and private companies. ​ 23 ​ Table of Contents ​ 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.
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.
Most of our enterprise customers have long-term contracts with us for the services they purchase. Our Broadband and Satellite Services segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems and provides satellite ground segment systems and terminals for other satellite systems, including mobile system operators.
Most of our enterprise customers have long-term contracts with us for the services they purchase. Our Broadband and Satellite Services segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems and provides satellite ground segment systems and terminals for other satellite systems, including, but not limited to, mobile system operators.
In November 2017, the FCC voted to: (i) eliminate the newspaper/broadcast cross-ownership rule; (ii) eliminate the radio/television cross-ownership rule; (iii) relax the local television ownership rules to eliminate certain restrictions and modify others; and (iv) eliminate the attribution rule for television joint-sales agreements (collectively, the “2017 Order”).
In November 2017, the FCC voted to: (i) eliminate the newspaper/broadcast cross-ownership rule; (ii) eliminate the radio/television cross-ownership rule; (iii) relax the local television ownership rules to eliminate certain restrictions and modify others; and (iv) eliminate the attribution rule for television joint-sales agreements (collectively, the “2017 Order”). In 2019, the U.S.
We cannot predict whether there will be additional challenges to this rule or whether the FCC may address media ownership issues going forward, either through the imposition of new rules or the relaxation of remaining ownership restrictions. ​ Digital HD Carry-One, Carry-All Requirement .
We cannot predict whether there will be additional challenges to these rules or whether the FCC may address media ownership issues going forward, either through the imposition of new rules or the relaxation of remaining ownership restrictions. ​ Digital HD Carry-One, Carry-All Requirement .
In addition, we are also subject to the export control laws and regulations and trade sanctions laws and regulations of the U.S. and other countries with respect to the export of telecommunications equipment and services.
We are also subject to export control laws and regulations and trade sanctions laws and regulations of the U.S. and other countries with respect to the export of telecommunications equipment and services.
In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and other enterprise customers.
In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.
We cannot predict the timing or outcome of this rulemaking or other related rulemaking proceedings. ​ Federal Trade Commission. The Federal Trade Commission (“FTC”) and other federal agencies also have jurisdiction over some consumer protection and elimination and prevention of anticompetitive business practices. ​ Telecommunications Regulation.
This proceeding remains pending. We cannot predict the timing or outcome of this rulemaking or other related rulemaking proceedings. ​ Federal Trade Commission. The Federal Trade Commission (“FTC”) and other federal agencies also have jurisdiction over some consumer protection and elimination and prevention of anticompetitive business practices. ​ Telecommunications Regulation.
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.
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 expect to continue to face increased competition from companies who use the Internet to deliver digital video services as the speed and quality of broadband and wireless networks continue to improve. 27 ​ Table of Contents ​ We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business. ​ As a result of certain acquisitions we have entered the retail wireless business.
We expect to continue to face increased competition from companies who use the Internet to deliver digital video services as the speed and quality of broadband and wireless networks continue to improve. ​ We face certain risks competing in the wireless services industry and operating a facilities-based wireless services business. ​ As a result of certain acquisitions we have entered the Wireless business.
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 2024 or 2025.
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.
We also offer a differentiated customer experience with our award-winning Hopper® platform that integrates voice control powered by Google Assistant, access to apps including Netflix, Prime Video and YouTube, and the ability to watch live, recorded and On Demand content anywhere with the DISH Anywhere mobile application.
We also offer a differentiated customer experience with our award-winning Hopper® platform that integrates voice control, access to apps including Netflix, Prime Video and YouTube and the ability to watch live, recorded and On Demand content anywhere with the DISH Anywhere mobile application.
Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity. ​ We are facing increasing competition which could impact demand for, and result in increasing pricing pressures with respect to, our products and services.
Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity. ​ 28 ​ Table of Contents ​ We are facing increasing competition which could impact demand for, and result in, increasing pricing pressures with respect to, our products and services.
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. ​ 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; ● 32 DBS frequency channels at the 129 degree orbital location, which is a Canadian DBS slot that is capable of providing service to most of the United States.
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 .
We cannot predict either the outcome of such proceedings or any potential impact they might have on these industries or on our operations. ​ 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. ​ 10 ​ Table of Contents ​ FCC Regulations Applicable to Our Operations ​ FCC Jurisdiction over Satellite Operations .
In addition, we are subject to a number of other rules, including rules related to telephony service such as the protection of customer information and processing of emergency calls. ​ Regulations Governing our Wireless Operations ​ The FCC regulates many aspects of our Retail Wireless and 5G Network Deployment operations.
In addition, we are subject to a number of other rules, including rules related to telephony service such as the protection of customer information and processing of emergency calls. ​ 17 ​ Table of Contents Regulations Governing our Wireless Operations ​ The FCC regulates many aspects of our Wireless and 5G Network Deployment operations.
Under the MNSA, we agreed to a minimum purchase commitment to T-Mobile of $3.3 billion over the course of the MNSA, subject to certain terms and conditions. ​ As a result, failure to meet the minimum commitments to AT&T or T-Mobile could have a material adverse effect on our business, financial condition and results of operations.
Under the MNSA, we agreed to a minimum purchase commitment to T-Mobile, subject to certain terms and conditions. ​ As a result, failure to meet the minimum commitments to AT&T or T-Mobile could have a material adverse effect on our business, financial condition and results of operations.
As we complete our 5G Network Deployment and transition a portion of our business to a 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. ​ 28 ​ Table of Contents ​ ● We depend on certain third parties to provide us with infrastructure and products and services .
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 .
Certain competitors have been able to subsidize the price of video services with the price of broadband and/or wireless services. ​ Our Pay-TV services also face increased competition from programmers and other companies who distribute video directly to consumers over the Internet, as well as traditional satellite television providers, cable companies and large telecommunications companies that are increasing their Internet-based video offerings.
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.
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. 3 ​ Table of Contents ​ ● Products with the Best Technology.
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. ​ ● Products with the Best Technology.
Business – Government Regulations – FCC Regulations Governing our Pay-TV 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.
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.
In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service, multiprotocol label switching (MPLS) and internet protocol-based virtual private networks (VPN), which vary by region.
In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region.
These governmental authorities could also adopt regulations or take other actions that would adversely affect our business prospects. ​ Furthermore, any government policy changes, which may be substantial, could increase regulatory uncertainty.
These governmental authorities could also adopt regulations or take other actions that would adversely affect our business prospects. ​ 9 ​ Table of Contents Furthermore, any government policy changes, which may be substantial, could increase regulatory uncertainty.
We offer customers value by providing choice and flexibility in our Retail Wireless services. Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text, and data services. Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text, and data services, and may also qualify for financing arrangements for wireless devices. ​ Boost postpaid .
We offer customers value by providing choice and flexibility in our Wireless services . Prepaid Wireless subscribers generally pay in advance for monthly access to wireless talk, text and data services. Postpaid Wireless subscribers are qualified to pay after receiving wireless talk, text and data services, and may also qualify for certain device financing arrangements. ​ Boost Mobile postpaid .
Our Class A common stock is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SATS.” Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112 and our telephone number is (303) 723- 1000. ​ Recent Developments ​ Merger with DISH Network ​ On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary. ​ On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023, at 11:59 p.m.
Our Class A common stock is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SATS.” Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112 and our telephone number is (303) 723- 1000. ​ Merger with DISH Network ​ On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary.
There can be no assurance that we will be able to profitably deploy these Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.
There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.
We also offer a variety of value-added services, including device payment and protection plans. ​ Distribution Channels - Retail 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. ​ 6 ​ Table of Contents ​ 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 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.
The FCC, though, petitioned for a writ of certiorari with the Supreme Court of the United States (the “Supreme Court”) to reverse the Third Circuit’s decision. On April 1, 2021, in FCC v.
The FCC, though, petitioned for a writ of certiorari with the Supreme Court to reverse the Third Circuit’s decision. On April 1, 2021, in FCC v.
These systems are in the early stages of launch and deployment. If fully deployed by Spacex, OneWeb and others, there will be tens of thousands of NGSO satellites in orbit sharing our spectrum.
These systems are in the early stages of launch, deployment and operation. When fully deployed by SpaceX, Kuiper and others, there will be tens of thousands of NGSO satellites in orbit sharing our spectrum.
In particular, our DISH TV churn rate and Wireless churn rate may increase with respect to subscribers who purchase our lower tier programming packages and Retail Wireless services, and who may be more sensitive to economic weakness, including, among others, our pay-in-advance subscribers. ● Higher subscriber acquisition and retention costs .
In particular, our DISH TV churn rate and Wireless churn rate may increase with respect to subscribers who purchase our lower tier programming packages and Wireless services, and who may be more sensitive to economic weakness. ● Higher subscriber acquisition and retention costs .
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. ​ 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.
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.
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.
Accordingly, an increase in SLING TV subscribers has a negative impact on our Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”). ​ If our Pay-TV ARPU decreases or does not increase commensurate with increases in programming or other costs, our margins may be reduced and the long-term value of a subscriber would then decrease and could have a material adverse effect on our business, results of operations and financial condition. ​ In addition, as a result of this increased competitive environment and the maturation of the pay-TV industry, future growth opportunities of our DISH TV business may be limited and our margins may be reduced, which could have a material adverse effect on our business, results of operations and financial condition.
If our Pay-TV ARPU decreases or does not increase commensurate with increases in programming or other costs, our margins may be reduced and the long-term value of a subscriber would then decrease and could have a material adverse effect on our business, results of operations and financial condition. ​ In addition, as a result of this increased competitive environment and the maturation of the pay-TV industry, future growth opportunities of our DISH TV business may be limited and our margins may be reduced, which could have a material adverse effect on our business, results of operations and financial condition.
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. ​ 13 ​ Table of Contents ​ All satellite licenses issued by the FCC are subject to expiration unless extended by the FCC.
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.
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 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.
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.
For example, failure to meet our minimum commitments would result in, among other things, the acceleration of financial commitments and potential termination of the NSA or the MNSA, respectively. ​ As we continue our 5G Network Deployment, we currently depend on T-Mobile and AT&T to provide us with network services pursuant to the MNSA and the NSA, respectively, to offer Retail Wireless services.
For example, failure to meet our minimum commitments could result in, among other things, the acceleration of financial commitments and potential termination of the NSA or the MNSA, respectively. ​ As we continue our 5G Network Deployment, we currently depend in part on T-Mobile and AT&T to provide us with network services pursuant to the MNSA and the NSA, respectively, primarily in areas our 5G Network doesn’t cover.
Our 5G Network Deployment segment strategy is to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”).
We continue to commercialize our Wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (our “5G Network Deployment”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+23 added−29 removed89 unchanged
Biggest changeErgen and the other Ergen Stockholders have agreed not to vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them, other than with respect to any matter presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger, such that the Ergen Stockholders’ voting power of EchoStar will be approximately 90.4% for such three-year period. ​ In addition, pursuant to the Amended Support Agreement, EchoStar and the Ergen Stockholders entered into the Registration Rights Agreement reasonably providing for the registration of the Ergen Stockholders’ shares of EchoStar Class A Common Stock or EchoStar Class B Common Stock received as part of the merger consideration and/or EchoStar Class B Common Stock held by such stockholders immediately prior to the closing of the Merger, at EchoStar’s sole cost and expense. ​ 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.
Biggest changeErgen and the other Ergen Stockholders have agreed not to vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them, other than with respect to any matter presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger.
Any transactions that we are able to identify and complete may involve a number of risks, including, but not limited to: ​ ● t he risks associated with developing and constructing new satellites; ● the diversion of management’s attention from our existing business onto a strategic initiative ; ● the possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the Integration process; ● the high degree of risk inherent in these transactions, which could become substantial over time, and higher exposure to significant financial losses if the underlying ventures are not successful on an acceptable timeline or at all; ● the possible inability to achieve the intended objectives of the transaction; and ● the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses ; ● t he disruption of relationships with employees, vendors or customers; and ● t he risks associated with foreign and international operations and/or investments or dispositions. ​ In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all.
Any transactions that we are able to identify and complete may involve a number of risks, including, but not limited to: ​ ● t he risks associated with developing and constructing new satellites; ● the diversion of management’s attention from our existing business onto a strategic initiative ; ● the possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the integration process; ● the high degree of risk inherent in these transactions, which could become substantial over time, and higher exposure to significant financial losses if the underlying ventures are not successful on an acceptable timeline or at all; ● the possible inability to achieve the intended objectives of the transaction; ● the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses ; ● t he disruption of relationships with employees, vendors or customers; and ● t he risks associated with foreign and international operations and/or investments or dispositions. ​ In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all.
As an example, a loss of a frequency authorization would reduce the amount of spectrum available to us, potentially reducing the amount of DISH TV, Wireless, and/or Broadband and Satellite Services offerings available to our DISH TV, Wireless, and/or Broadband and Satellite Services subscribers.
As an example, a loss of a frequency authorization would reduce the amount of spectrum available to us, potentially reducing the amount of DISH TV, Wireless and/or Broadband and Satellite Services offerings available to our subscribers.
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 and Satellite Services 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 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.
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 the Convertible Notes will be entitled to convert the 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. ​ 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.
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. 49 ​ 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. 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.
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 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; and ● restrict our ability to enter into highly leveraged transactions. ​ 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 the 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. ​ 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.
Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question or from the continuation of our business as currently conducted, which could require us to change our business practices or limit our ability to compete effectively or could have an adverse effect on our results of operations. ​ 39 ​ Table of Contents ​ Even if we believe any such challenges or claims are without merit, they can be time consuming and costly to defend and divert management’s attention and resources away from our business.
Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question or from the continuation of our business as currently conducted, which could require us to change our business practices or limit our ability to compete effectively or could have an adverse effect on our results of operations. ​ Even if we believe any such challenges or claims are without merit, they can be time consuming and costly to defend and divert management’s attention and resources away from our business.
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. ​ 44 ​ 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.
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.
The concentration of these investments as a percentage of our overall investment portfolio fluctuates from time to time based on, among other things, the size of our investment portfolio and our ability to liquidate these investments. ​ 47 ​ Table of Contents In addition, because our portfolio may be concentrated in a limited number of companies, we may experience a significant loss if any of these companies, among other things, defaults on its obligations, performs poorly, does not generate adequate cash flow to fund its operations, is unable to obtain necessary financing on acceptable terms, or at all, or files for bankruptcy, or if the sectors in which these companies operate experience a market downturn.
The concentration of these investments as a percentage of our overall investment portfolio fluctuates from time to time based on, among other things, the size of our investment portfolio and our ability to liquidate these investments. ​ In addition, because our portfolio may be concentrated in a limited number of companies, we may experience a significant loss if any of these companies, among other things, defaults on its obligations, performs poorly, does not generate adequate cash flow to fund its operations, is unable to obtain necessary financing on acceptable terms, or at all, or files for bankruptcy, or if the sectors in which these companies operate experience a market downturn.
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.
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.
If these vendors are unable to meet our needs because, among other things, they fail to perform adequately, are no longer in business, are experiencing shortages or supply chain issues or discontinue a certain product or service we need, our business, financial condition and results of operations may be adversely affected. ​ We have experienced in the past and may continue to experience shortages driven by raw material availability (which may be negatively impacted by, among other things, COVID-19 policies, trade protection policies such as tariffs and or/escalating trade tensions, particularly with countries in Asia), manufacturing capacity, labor shortages, industry allocations, natural disasters, logistical delays and significant changes in the financial or business conditions of its suppliers that negatively impact our operations. ​ 36 ​ Table of Contents While alternative sources for these products and services exist, we may not be able to develop these alternative sources quickly and cost-effectively, or at all, which could materially impair our ability to timely deliver our products to our subscribers or operate our business.
If these vendors are unable to meet our needs because, among other things, they fail to perform adequately, are no longer in business, are experiencing shortages or supply chain issues or discontinue a certain product or service we need, our business, financial condition and results of operations may be adversely affected. ​ We have experienced in the past and may continue to experience shortages driven by raw material availability (which may be negatively impacted by, among other things, trade protection policies such as tariffs and or/escalating trade tensions, particularly with countries in Asia), manufacturing capacity, labor shortages, industry allocations, natural disasters, logistical delays and significant changes in the financial or business conditions of its suppliers that negatively impact our operations. ​ While alternative sources for these products and services exist, we may not be able to develop these alternative sources quickly and cost-effectively, or at all, which could materially impair our ability to timely deliver our products to our subscribers or operate our business.
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, 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. ​ 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 a required agreement cannot be concluded, we may have to operate the applicable satellite(s) in a manner that does not cause harmful radio frequency interference with the affected satellite. If we cannot do so, we may have to cease operating such satellite(s) at the affected orbital locations. ​ We may face interference from other services sharing satellite spectrum .
If a required agreement cannot be negotiated, we may have to operate the applicable satellite(s) in a manner that does not cause harmful radio frequency interference with the affected satellite. If we cannot do so, we may have to cease operating such satellite(s) at the affected orbital locations. ​ We may face interference from other services sharing satellite spectrum .
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 rising 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. ​ 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.
Furthermore, the amount and scope of insurance we maintain may not cover all expenses related to such activities or all types of claims that may arise. ​ 41 ​ Table of Contents As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of personal information, the potential liability associated with information-related risks is increasing, particularly for businesses like ours that handle personal subscriber data.
Furthermore, the amount and scope of insurance we maintain may not cover all expenses related to such activities or all types of claims that may arise. ​ As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of personal information, the potential liability associated with information-related risks is increasing, particularly for businesses like ours that handle personal subscriber data.
It is impossible to accurately predict the materiality of any potential losses or costs associated with extreme weather. 35 ​ Table of Contents ​ Our failure to effectively invest in, introduce, and implement new competitive products and services could cause our products and services to become obsolete and could negatively impact our business. ​ Technology in the pay-TV, wireless and broadband and satellite services industries changes rapidly as new technologies are developed, which could cause our products and services to become obsolete.
It is impossible to accurately predict the materiality of any potential losses or costs associated with extreme weather. ​ Our failure to effectively invest in, introduce and implement new competitive products and services could cause our products and services to become obsolete and could negatively impact our business. ​ Technology in the pay-TV, wireless and broadband and satellite services industries changes rapidly as new technologies are developed, which could cause our products and services to become obsolete.
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. ​ 38 ​ Table of Contents ​ 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.
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. ​ 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. ​ 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.
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 will need to raise additional capital in the future, which may not be available on favorable terms, 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.
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.
Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as we complete our 5G Network Deployment, we have and will 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 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.
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.
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.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. 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, 2024. We depend on our third-party vendors’ internal controls and rely on these controls when evaluating the effectiveness of our internal controls.
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.
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.
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, pandemics like COVID-19 and power loss, and we may be notified of such vulnerabilities via third parties.
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.
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 subscriber need 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: ​ 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.
Failure to comply with FCC build-out requirements and/or renewal requirements in a given license area could result in, among other things, revocation of the license for that license area.
Failure to comply with FCC build-out requirements and/or renewal requirements in a given license area could result in, among other things, acceleration of the build-out deadlines or revocation of the license for that license area.
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.
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.
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. ​ 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.
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.
Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February 27, 2023). Through his beneficial ownership of our equity securities, Mr. Ergen has the ability to elect a majority of our directors and to control all other matters requiring the approval of our stockholders. As a result of Mr.
Ergen that are either currently exercisable as of, or may become exercisable within 60 days). Through his beneficial ownership of our equity securities, Mr. Ergen has the ability to elect a majority of our directors and to control all other matters requiring the approval of our stockholders. As a result of Mr.
Ergen, our Chairman, beneficially owns approximately 54% 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, 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.
The FCC grants wireless licenses for terms of generally 10-12 years that are subject to renewal or revocation. ​ 48 ​ Table of Contents ​ 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. ​ There can be no assurances that our Wireless spectrum licenses will be renewed.
Failure to respond, mitigate and/or remedy any cyber-attack or other information technology failure on a timely basis or at all, could materially affect our business. ​ Our international businesses expose us to additional risks that could harm our business. ​ Our international operations in our Broadband and Satellite Services businesses continue to grow.
Failure to respond, mitigate and/or remedy any cyber-attack or other information technology failure on a timely basis or at all, could materially affect our business. ​ Our international businesses expose us to additional risks that could harm our business. ​ Our Broadband and Satellite Services businesses have international operations.
There can be no assurance that we will be able to profitably deploy these Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. ​ Furthermore, the fair values of wireless spectrum licenses may vary significantly in the future.
There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations. ​ Furthermore, the fair values of wireless spectrum licenses may vary significantly in the future.
As a result, we would have limited financial and operating flexibility to changing economic and competitive conditions; ● limiting our ability to raise additional debt because it may be more difficult for us to obtain debt financing on attractive terms or at all; and ● placing us at a disadvantage compared to our competitors that are less leveraged. ​ In addition, we will incur additional debt in the future.
As a result, we would have limited financial and operating flexibility to changing economic and competitive conditions; ● limiting our ability to raise additional debt because it may be more difficult for us to obtain debt financing on attractive terms or at all; and ● placing us at a disadvantage compared to our competitors that are less leveraged or can borrow funds at a lower interest rate. ​ In addition, we may incur additional debt in the future.
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 have substantial debt outstanding and may incur additional debt. ​ As of December 31, 2023, our total long-term debt and finance lease obligations (including current portion) outstanding, including the debt of our subsidiaries, was $22.764 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. ​ 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.
It may be difficult to better align our interests with our independent third-party retailers because of their capital and liquidity constraints. In addition, any changes we may make may not result in the intended benefits and as a result, negatively affect our operating results.
It may be difficult to better align our interests with our independent third-party retailers because of their capital and liquidity constraints. In addition, any changes we may make may not result in the intended benefits on an acceptable timeline or at all and as a result, negatively affect our operating results.
Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February 27, 2023) and beneficially owns approximately 91.4% 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.
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.
In addition, a portion of our investment portfolio may include strategic and financial investments in debt and equity securities of public companies that are highly speculative and that may experience volatility. Typically, these investments are concentrated in a small number of companies.
In addition, a portion of our investment portfolio may include strategic and financial investments in debt and equity securities of public companies that are highly speculative and that may experience volatility.
As a result of these investments, among other factors, we plan to raise additional capital, which may not be available on favorable terms.
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.
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. ​ 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.
The occurrence of, and failure to remedy, any defects, errors or failures in our products or network services could materially affect our business. ​ 40 ​ 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. ​ 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.
We may also determine that additional wireless spectrum licenses may be required to complete our 5G Network Deployment and to compete effectively with other wireless service providers. ​ We may need to make significant additional investments or partner with others to, among other things, complete our 5G Network Deployment and further commercialize, build-out and integrate these licenses and related assets and any additional acquired licenses and related assets, as well as to comply with regulations applicable to such licenses.
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.
These risks include, but are not limited to, the following: ​ 42 ​ Table of Contents ● Data privacy and security concerns relating to our technology and practices could, among other things, damage our reputation, cause us to incur significant liability, and deter current and potential users or customers from using our products and services; ● Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure of our user data which could harm, among other things, our business reputation and result in legal and/or government action; ● Concerns about our practices about the collection, use, disclosure, or security of personal information or other data-privacy-related matters, even if unsubstantiated, could harm our reputation and financial condition.
These risks include, but are not limited to, the following: ​ ● data privacy and security concerns relating to our technology and practices could, among other things, damage our reputation, cause us to incur significant liability and deter current and potential users or customers from using our products and services; ● software bugs or defects, security breaches and attacks on our systems could result in the improper disclosure of our user data which could harm, among other things, our business reputation and result in legal and/or government action; ● concerns about our practices about the collection, use, disclosure or security of personal information or other data-privacy-related matters, even if unsubstantiated, could harm our reputation and financial condition; ● our policies and practices may change over time as expectations regarding privacy and data change. ​ Our ongoing investments in security will likely continue to identify new vulnerabilities within our services and products. ​ In addition to our efforts to, among other things, mitigate the risk of cyber-attacks and improve our products and services, we are making significant investments to assure that our products are resistant to compromise.
The potential physical effects of extreme weather, such as storms, floods, fires, freezing conditions, sea-level rise and other adverse weather events could negatively affect our operations and infrastructure and, as a result, our financial results. Operational impacts resulting from extreme weather, such as, among other things, damage to our network infrastructure, could result in increased costs and loss of revenue.
The potential physical effects of extreme weather, such as storms, floods, fires, freezing conditions, sea-level rise and other adverse weather events could negatively affect our operations and infrastructure and, as a result, our financial results.
We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures on an acceptable timeframe or at all. Attacks and security issues could also compromise trade secrets and other sensitive information. In February 2023, we disclosed that our systems were subject to a cyber-security incident that compromised certain data.
We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures on an acceptable timeframe or at all. Attacks and security issues could also compromise trade secrets and other sensitive information. ​ We are subject to persistent cybersecurity threats to our networks and systems.
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. ​ 46 ​ Table of Contents The convertible note hedge and warrant transactions that we entered into in connection with the offering of the Convertible Notes due 2026 may affect the value of the Convertible Notes due 2026 and our Class A common stock. ​ In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties (each an “option counterparty”).
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.
Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently. ​ If our internal controls are not effective, our business, our stock price and investor confidence in our financial results may be adversely affected. ​ We periodically evaluate and test our internal control over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act.
Meeting these obligations may require significant investments of time, capital and personnel. ​ If our internal controls are not effective, our business, our stock price and investor confidence in our financial results may be adversely affected. ​ We periodically evaluate and test our internal control over financial reporting to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act.
There can be no assurance that we will be able to detect and fix all defects in the products and networks we sell, in a timely manner or at all.
There can be no assurance that we will be able to detect and fix all defects in the products and networks we sell, in a timely manner or at all. The occurrence of, and failure to remedy, any defects, errors or failures in our products or network services could materially affect our business.
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.
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.
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 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.
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.
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.
Although some of our key executives may have agreements relating to their equity compensation that limit their ability to work for or consult with competitors, we generally do not have employment agreements with them. ​ In addition, the success of the Integration will depend in part on the retention of personnel critical to our business and operations due to, for example, their technical skills or management expertise.
Although some of our key executives may have agreements relating to their equity compensation that limit their ability to work for or consult with competitors, we generally do not have employment agreements with them. ​ Our business growth and customer retention strategies rely in part on the work of technically skilled employees. ​ Our response to technological developments depends, to a significant degree, on the work of technically skilled employees.
If we are unable to successfully address these challenges and risks, our business, financial condition and/or results of operations may suffer. ​ 45 ​ Table of Contents ​ We will need additional capital, which may not be available on favorable terms, to fund current obligations, continue investing in our business and to finance acquisitions and other strategic transactions. ​ We do not currently have the necessary cash on hand and/or projected future cash flows to fund the November 2024 debt maturity and subsequent interest on our outstanding debt.
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.
Ergen beneficially owns approximately 54% of our total equity securities and approximately 91.4% 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. ​ 50 ​ 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. ​ General Risks ​ Our articles of incorporation designate the Eighth Judicial District Court of Clark County of the State of Nevada as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents. ​ Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our articles of incorporation.
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.
Barring congressional action to fund ACP, funding may run out as soon as April 2024. ​ The risk of non-compliance with laws and regulations, including, but not limited to, the risk of changes to laws and regulations, could adversely affect our business. ​ Our business is regulated by numerous governmental agencies and other regulatory bodies, both domestically and internationally.
See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ The risk of non-compliance with laws and regulations, including, but not limited to, the risk of changes to laws and regulations, could adversely affect our business. ​ Our business is regulated by numerous governmental agencies and other regulatory bodies, both domestically and internationally.
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. ​ 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. ​ 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.
In addition, the going concern qualification issued by our auditors could adversely impact investors as well as our relationships with employees and suppliers. ​ Furthermore, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on, among other factors, our performance as measured by their credit metrics.
If we do not pay interest or otherwise fulfill our debt obligations when due, our business, cash flows, results of operations and financial condition would be materially adversely impacted. ​ Furthermore, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on, among other factors, our performance as measured by their credit metrics.
The terms of the indentures relating to our senior notes, senior secured notes and our Convertible Notes permit us to incur additional debt.
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.
In addition, we cannot guarantee that any refinancing or restructuring would sufficiently meet any debt or other obligations then due. If we do not pay interest or otherwise fulfill our debt obligations when due, our business, cash flows, results of operations and financial condition would be materially adversely impacted.
In addition, we cannot guarantee that any refinancing or restructuring would sufficiently meet any debt or other obligations then due.
Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. ​ 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.
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.
Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our Class A common stock.
The market price of our Class A common stock has fluctuated, and may continue to fluctuate widely due to many factors, some of which may be beyond our control.
Removed
Competition for qualified personnel can be intense and qualified personnel can be in high demand. Current and prospective employees may experience uncertainty about their future role until strategies regarding these employees are announced or executed, which may impair our ability to attract, retain and motivate key management, technical and other personnel following the Merger.
Added
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.
Removed
If we are unable to attract and retain personnel, including key management, who are critical to the successful Integration and future operations of the companies, we could face, among other risks, disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs.
Added
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.
Removed
In addition, the loss of key personnel could diminish the anticipated benefits of the Merger. ​ 37 ​ Table of Contents ​ Our business growth and customer retention strategies rely in part on the work of technically skilled employees. ​ Our response to technological developments depends, to a significant degree, on the work of technically skilled employees.
Added
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.
Removed
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.
Added
Various events described above have occurred in the past and may occur in the future.
Removed
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.
Added
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.
Removed
During the first quarter of 2023, we incurred certain cyber-security- related expenses, including, but not limited to, costs to remediate the incident and provide additional customer support.
Added
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.
Removed
Subsequent to the first quarter of 2023, we have not incurred material expenses resulting from the cyber-security incident and do not expect to incur material expenses in future periods. ​ We are subject to persistent cyber-security incidents and threats to our networks and systems.
Added
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.
Removed
Our policies and practices may change over time as expectations regarding privacy and data change. ​ Our ongoing investments in security will likely continue to identify new vulnerabilities within our services and products. ​ In addition to our efforts to, among other things, mitigate cyber-attacks and improve our products and services, we are making significant investments to assure that our products are resistant to compromise.
Added
We may be affected by changes to government leadership and policy changes resulting from new leaders.
Removed
If new debt is added to our current debt levels, the risks we now face could intensify. ​ 43 ​ 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. we may need to make significant additional investments or partner with others to, among other things, complete the 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.
Added
We have been subject to such changes in the past and may be subject to such changes in the future and those changes may negatively impact us, including but not limited to, the addition of new regulations, the modification or rescission of past regulations which may be favorable and the increase or decrease of government programs which us or our subscribers may be recipients.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have no reason to believe that this cybersecurity incident has not been concluded. ​ 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.
Biggest changeAny 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.
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. ​ 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 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.
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. ​ In connection with the Integration, we anticipate that we will continue to evaluate and address as needed our cyber security risk management, policies, structure, strategies and governance to meet our needs. ​ ​ 52 ​ 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 to meet our needs. ​ ​ 50 ​ Table of Contents ​
We and certain third parties conduct regular reviews and tests of our information security program and also leverage, among other things, audits, tabletop exercises, penetration and vulnerability testing, red team exercises, simulations and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.
We and certain third parties conduct regular reviews and tests of our information security program and also leverage, among other things, audits, tabletop exercises, penetration and vulnerability testing, cybersecurity maturity assessments, simulations and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.
Removed
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. On February 23, 2023, DISH Network experienced a network outage that affected its internal servers and IT telephony.
Removed
We immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the situation. We engaged the services of certain cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cybersecurity incident, we promptly notified appropriate law enforcement authorities.
Removed
In addition, on February 28, 2023, we further disclosed that certain data had been extracted from the DISH Network IT systems. 51 ​ Table of Contents After investigation and discussions with certain third parties, we determined that our customer databases were not accessed, however, we confirmed that certain employee-related records as well as a limited number of other records containing certain personal information were among the data extracted.
Removed
We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted. ​ The DISH TV, SLING TV and Retail Wireless services, along with our wireless and data networks remained operational at all times during the incident. As of March 31, 2023, all significant systems had been restored.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES ​ 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 ​ Retail Wireless/5G Network Deployment ​ X ​ ​ ​ General offices, engineering offices, network 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 ​ Pay-TV/5G Network Deployment/Broadband and Satellite Services ​ 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/5G Network Deployment ​ ​ ​ X ​ Warehouse and distribution center, Denver, Colorado ​ Pay-TV/5G Network Deployment ​ ​ ​ X ​ Warehouse and distribution center, Atlanta, Georgia ​ Pay-TV/5G Network Deployment ​ ​ ​ 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.
Biggest changePROPERTIES ​ 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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures 53 ​ ​ ​ ​ ​ ​ PART II ​ ​ ​ ​ ​ Item 5. ​ Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. ​ [Reserved] 54 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 101
Biggest changeItem 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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePayment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the Board of Directors considers appropriate. Our ability to declare dividends is affected by the covenants in our subsidiary’s indentures.
Biggest changePayment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the Board of Directors considers appropriate. Our ability to declare dividends is affected by the covenants in our and our subsidiaries’ indentures.
See Note 10 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ Securities Authorized for Issuance Under Equity Compensation Plans ​ See “
See Note 10 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ Securities Authorized for Issuance Under Equity Compensation Plans ​ See “
There is currently no trading market for our Class B common stock. 53 ​ 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. 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.
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 27, 2024, there were approximately 8,660 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 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.
As of February 27, 2024, 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 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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeSee Note 16 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 Pay-TV Retail Wireless 5G Network Deployment Broadband and Satellite Services ​ Eliminations Consolidated ​ ​ (In thousands) Segment operating income (loss) ​ $ 2,699,810 ​ $ (643,184) ​ $ (1,881,369) ​ $ (458,609) ​ $ 5,443 ​ $ (277,909) Depreciation and amortization ​ ​ 381,292 ​ ​ 221,968 ​ ​ 620,685 ​ ​ 419,262 ​ ​ (45,284) ​ ​ 1,597,923 OIBDA ​ $ 3,081,102 ​ $ (421,216) ​ $ (1,260,684) ​ $ (39,347) ​ $ (39,841) ​ $ 1,320,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 Pay-TV Retail Wireless 5G Network Deployment Broadband and Satellite Services ​ Eliminations Consolidated ​ ​ (In thousands) Segment operating income (loss) ​ $ 2,933,898 ​ $ (77,264) ​ $ (810,968) ​ $ 181,615 ​ $ 5,557 ​ $ 2,232,838 Depreciation and amortization ​ ​ 428,471 ​ ​ 177,914 ​ ​ 131,566 ​ ​ 462,748 ​ ​ (25,804) ​ ​ 1,174,895 OIBDA ​ $ 3,362,369 ​ $ 100,650 ​ $ (679,402) ​ $ 644,363 ​ $ (20,247) ​ $ 3,407,733 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2021 Pay-TV Retail Wireless 5G Network Deployment Broadband and Satellite Services ​ Eliminations Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment operating income (loss) ​ $ 3,075,579 ​ $ 343,785 ​ $ (216,330) ​ $ 209,042 ​ $ 10,328 ​ $ 3,422,404 Depreciation and amortization ​ ​ 538,836 ​ ​ 176,833 ​ ​ 23,005 ​ ​ 496,361 ​ ​ (21,089) ​ ​ 1,213,946 OIBDA ​ $ 3,614,415 ​ $ 520,618 ​ $ (193,325) ​ $ 705,403 ​ $ (10,761) ​ $ 4,636,350 ​ The changes in OIBDA during the years ended December 31, 2023, 2022, and 2021, were primarily a result of the factors described in connection with operating revenues and operating expenses, and the “ Impairment of long-lived assets and goodwill” of: (1) $536 million from our Broadband and Satellite Service segment; (2) $120 million from our 5G Network Deployment segment; (3) $99 million from our Retail Wireless segment; and (4) $6 million from our Pay-TV segment. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash, 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.
Biggest changeSee Note 16 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 Pay-TV Wireless Broadband and Satellite Services ​ Eliminations Consolidated ​ ​ (In thousands) Segment operating income (loss) ​ $ 2,647,954 ​ $ (2,831,906) ​ $ (117,901) ​ $ (2,217) ​ $ (304,070) Depreciation and amortization ​ ​ 337,331 ​ ​ 1,134,883 ​ ​ 459,796 ​ ​ (1,817) ​ ​ 1,930,193 OIBDA ​ $ 2,985,285 ​ $ (1,697,023) ​ $ 341,895 ​ $ (4,034) ​ $ 1,626,123 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment operating income (loss) ​ $ 2,699,810 ​ $ (2,524,553) ​ $ (458,609) ​ $ 5,443 ​ $ (277,909) Depreciation and amortization ​ ​ 381,292 ​ ​ 800,629 ​ ​ 419,262 ​ ​ (3,260) ​ ​ 1,597,923 OIBDA ​ $ 3,081,102 ​ $ (1,723,924) ​ $ (39,347) ​ $ 2,183 ​ $ 1,320,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment operating income (loss) ​ $ 2,933,898 ​ $ (888,232) ​ $ 181,615 ​ $ 5,557 ​ $ 2,232,838 Depreciation and amortization ​ ​ 428,471 ​ ​ 288,602 ​ ​ 462,748 ​ ​ (4,926) ​ ​ 1,174,895 OIBDA ​ $ 3,362,369 ​ $ (599,630) ​ $ 644,363 ​ $ 631 ​ $ 3,407,733 ​ The changes in OIBDA during the years ended December 31, 2024, 2023, and 2022, were primarily a result of the factors described in connection with operating revenues and operating expenses, and the “ Impairment of long-lived assets and goodwill” of: (1) $536 million from our Broadband and Satellite Services segment; (2) $219 million from our Wireless segment; and (3) $6 million from our Pay-TV segment during the year ended December 31, 2023. ​ GUARANTOR FINANCIAL INFORMATION ​ Our senior secured notes consisting of our 10 3/4% Senior Secured Notes due 2029 and 6 3/4 % Senior Secured Notes due 2030 and our 3 7/8% Convertible Secured Notes due 2030 (together, the “EchoStar Notes”) are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”).
We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses.
We are not aware of any uniform standards for calculating ARPU and believe presentations of ARPU may not be calculated consistently by other companies in the same or similar businesses.
We 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.
Pay-TV ARPU was $104.56 during the year ended December 31, 2023 versus $101.20 during the same period in 2022. The $3.36 or 3.3% increase in Pay-TV ARPU was primarily attributable to the DISH TV and SLING TV programming price increases.
Pay-TV ARPU was $104.56 during the year ended December 31, 2023 versus $101.20 during the same period in 2022. The $3.36 or 3.3% increase in Pay-TV ARPU was primarily attributable to DISH TV and SLING TV programming price increases.
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.
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. ​ 63 ​ 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+, 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.
Competitors include, among others, providers who offer similar communication services, such as talk, text and data. Competitive factors within the wireless communications services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality.
Competitors include, among others, providers who offer similar wireless communication services, such as talk, text and data. Competitive factors within the wireless communication services industry include, but are not limited to, pricing, market saturation, service and product offerings, customer experience and service quality.
Our financing activities generally include net proceeds related to the issuance of equity and long-term and convertible debt, cash used for the repurchase, redemption or payment of long-term debt and finance lease obligations, and repurchases of our Class A common stock.
Our financing activities generally include net proceeds related to the issuance of equity and short-term, long-term and convertible debt, cash used for the repurchase, redemption or payment of long-term debt and finance lease obligations, and repurchases of our Class A common stock.
The decrease in “Service revenue” compared to the same period in 2022 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.
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 amount of capital required will also depend on, among other things, our available liquidity, the growth of our Retail Wireless segment and the levels of investment necessary to support potential strategic initiatives that may arise from time to time.
The amount of capital required will also depend on, among other things, our available liquidity, the growth of our Wireless segment and the levels of investment necessary to support potential strategic initiatives that may arise from time to time.
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. ​ 97 ​ Table of Contents ​ 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 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.
Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income,” “Net income,” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP.
Free cash flow is not a measure determined in accordance with GAAP and should not be considered a substitute for “Operating income (loss),” “Net income (loss),” “Net cash flows from operating activities” or any other measure determined in accordance with GAAP.
On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.
On September 29, 2023, the FCC confirmed we met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.
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. ​ 66 ​ 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. ​ 68 ​ Table of Contents ​ DISH TV subscribers, gross .
In addition, our gross new Wireless subscribers for the year ended December 31, 2023 was negatively impacted by our emphasis on acquiring and retaining higher quality subscribers. ​ 74 ​ Table of Contents ​ Wireless churn rate . Our Wireless churn rate for the year ended December 31, 2023 was 4.17% compared to 4.46% for the same period in 2022.
In addition, our gross new Wireless subscribers for the year ended December 31, 2023 was negatively impacted by our emphasis on acquiring and retaining higher quality subscribers. ​ 77 ​ Table of Contents Wireless churn rate . Our Wireless churn rate for the year ended December 31, 2023 was 4.17% compared to 4.46% for the same period in 2022.
We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. SLING TV customers receiving service for no charge, under certain new subscriber promotions, are excluded from our SLING TV subscriber count.
We include customers obtained through direct sales and third-party marketing agreements in our SLING TV subscriber count. SLING TV subscriber additions are recorded net of disconnects. SLING TV customers receiving SLING TV Freestream service, or service for no charge, under certain new subscriber promotions, are excluded from our SLING TV subscriber count.
In addition, declines in our Pay-TV and Wireless subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines will not continue. ​ Subscriber Base – Pay TV, Retail Wireless and Broadband and Satellite Services Segments ​ See “Results of Operations” above for further information. ​ 95 ​ Table of Contents ​ Subscriber Acquisition and Retention Costs ​ We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services, and/or new customer promotions.
In addition, declines in our Pay-TV and Wireless subscriber base and any decrease in subscriber-related margins negatively impact our cash flow, and there can be no assurance that our subscriber declines will not continue. ​ Subscriber Base – Pay TV, Wireless and Broadband and Satellite Services Segments ​ See “Results of Operations” above for further information. ​ Subscriber Acquisition and Retention Costs ​ We incur significant upfront costs to acquire Pay-TV, Wireless and Broadband subscribers, including, but not limited to, advertising, independent third-party retailer incentives, payments made to third parties, equipment and wireless device subsidies, installation services, and/or new customer promotions.
Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. ​ Contingent Liabilities ​ A significant amount of management judgment is required in determining when, or if, an accrual should be recorded for a contingency and the amount of such accrual.
Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. ​ 99 ​ Table of Contents ​ Contingent Liabilities ​ A significant amount of management judgment is required in determining when, or if, an accrual should be recorded for a contingency and the amount of such accrual.
Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue. ​ Obligations and Future Capital Requirements ​ Contractual Obligations ​ See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ Future Capital Requirements ​ We expect to fund our future working capital, capital expenditures, other investments, and debt service requirements from cash generated from operations, existing cash, restricted cash, cash equivalents and marketable investment securities balances, and cash generated through raising additional capital.
Economic weakness may create greater incentive for signal theft, piracy and subscriber fraud, which could lead to higher subscriber churn and reduced revenue. ​ Obligations and Future Capital Requirements ​ Contractual Obligations ​ See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ Future Capital Requirements ​ We expect to fund our future working capital, capital expenditures, other investments and debt service requirements for the next twelve months from cash generated from operations, existing cash, cash equivalents and marketable investment securities balances and cash generated through raising additional capital.
These factors, including, but not limited to, a reduction in our available future cash flows as a result of our 5G Network Deployment, will require us to raise additional capital in the future, which may not be available on favorable terms. ​ Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms.
These factors, including, but not limited to, a reduction in our available future cash flows as a result of our 5G Network Deployment, may require us to raise additional capital in the future, which may not be available on favorable terms or at all. ​ Volatility in the financial markets has made it more difficult at times for issuers of high-yield indebtedness, such as us, to access capital markets at favorable terms or at all .
As of December 31, 2023, as a result of, among other things, capital expenditures for our 5G Network Deployment, we experienced negative free cash flow. We expect that this trend will continue in 2024 and in future periods.
As of December 31, 2024, as a result of, among other things, capital expenditures for our 5G Network Deployment, we experienced negative free cash flow. We expect that this trend will continue in 2025 and in future periods.
Certain of our capital expenditures for 2024 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 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.
Programming costs per subscriber increased during the year ended December 31, 2022 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels.
Programming costs per subscriber increased during the year ended December 31, 2024 due to rate increases in certain of our programming contracts, including the renewal of certain contracts at higher rates, particularly for local broadcast channels.
OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.” This “non-GAAP measure” is reconciled to “Operating income (loss)” in our discussion of “Results of Operations” below. ​ DISH TV subscribers. We include customers obtained through direct sales, independent third-party retailers and other independent third-party distribution relationships in our DISH TV subscriber count.
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.
Our consolidated revenue totaled $17.016 billion for the year ended December 31, 2023, a decrease of $1.619 billion or 8.7% compared to the same period in 2022. The net decrease primarily resulted from the decrease in revenue from our Pay-TV, Retail Wireless and Broadband and Satellite Service segments. ​ Total operating income (loss).
Our consolidated revenue totaled $17.016 billion for the year ended December 31, 2023, a decrease of $1.619 billion or 8.7% compared to the same period in 2022. The net decrease primarily resulted from the decrease in revenue from our Pay-TV, Wireless and Broadband and Satellite Services segments. ​ Total operating income (loss).
A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers.
A component of our retention efforts includes the installation of equipment for customers who move. Retention costs for Wireless subscribers are primarily related to promotional pricing on upgraded wireless devices for qualified existing subscribers and promotional credits.
The DISH TV and SLING TV programming package price increases were effective in the fourth quarter of 2022 and 2023. ​ 67 ​ Table of Contents ​ Cost of services. “Cost of services” totaled $6.978 billion during the year ended December 31, 2023, a decrease of $446 million or 6.0% compared to the same period in 2022.
The DISH TV and SLING TV programming package price increases were effective in the fourth quarter of 2022 and 2023. ​ Cost of services. “Cost of services” totaled $6.978 billion during the year ended December 31, 2023, a decrease of $446 million or 6.0% compared to the same period in 2022.
We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including civilian and defense. ​ Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business.
We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, airlines and government entities, including civilian and defense. ​ Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is an integral part of our satellite services business.
“Cost of sales – equipment and other” totaled $242 million for the year ended December 31, 2023, a decrease of $53 million, or 18.0%, as compared to 2022. The decrease was primarily attributable to the corresponding decrease in equipment revenue. 84 ​ Table of Contents ​ Selling, general and administrative expenses .
“Cost of sales – equipment and other” totaled $242 million for the year ended December 31, 2023, a decrease of $53 million, or 18.0%, as compared to 2022. The decrease was primarily attributable to the corresponding decrease in equipment revenue. ​ Selling, general and administrative expenses .
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.
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.
“Cost of services” totaled $531 million for the year ended December 31, 2023, a decrease of $36 million, or 6.4%, as compared to 2022. The decrease was primarily attributable to the corresponding decrease in services and revenue. ​ Cost of sales – equipment and other.
“Cost of services” totaled $531 million for the year ended December 31, 2023, a decrease of $36 million, or 6.4%, as compared to 2022. The decrease was primarily attributable to the corresponding decrease in services and revenue. ​ 83 ​ Table of Contents Cost of sales – equipment and other.
Other, net. “Other, net” expense totaled $1.771 billion during the year ended December 31, 2023, compared to income of $1.088 billion during the same period in 2022.
“Other, net” expense totaled $1.771 billion during the year ended December 31, 2023, compared to income of $1.088 billion during the same period in 2022.
“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 costs of broadband services, maintenance and other contracted services and costs associated with satellite and transponder leases and services . ​ Cost of sales - equipment and other.
“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.
Our primary satellite competitors in the North American consumer market are ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”), and Space Exploration Technologies Corp. (“SpaceX”). Both ViaSat and SpaceX have also entered the South and Central American consumer markets.
Our primary satellite competitors in the North American consumer market are ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”) and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”). Both ViaSat and SpaceX have also entered the South and Central American consumer markets.
“Equipment sales and other revenue” principally includes the sale of wireless devices, the non-subsidized sales of Pay-TV equipment, the licensing of certain intellectual property and sales of broadband equipment and networks sold both in our consumer and enterprise markets . ​ 57 ​ Table of Contents Cost of services .
“Equipment sales and other revenue” principally includes the sale of wireless devices, the non-subsidized sales of Pay-TV equipment, the licensing of certain intellectual property and sales of broadband equipment and networks sold both in our consumer and enterprise markets. ​ Cost of services .
In addition, variable and retention costs per subscriber increased during the year ended December 31, 2023 due to, among other things, approximately $30 million in cyber-security-related expenses to remediate the incident and provide additional customer support.
In addition, variable and retention costs per subscriber increased during the year ended December 31, 2023 due to, among other things, approximately $30 million in cybersecurity-related expenses to remediate the incident and provide additional customer support.
In addition, during the third quarter of 2022, approximately 139,000 Boost Affiliate Subscribers were transferred to us and are included in our ending Wireless subscriber count and excluded from our gross new Wireless subscriber activations.
In addition, during the third quarter of 2022, approximately 139,000 Boost affiliate subscribers were transferred to us and are included in our ending Wireless subscriber count and excluded from our gross new Wireless subscriber activations . *** Includes Government subsidized subscribers. ​ Wireless subscribers .
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies, depending on, among other things, the rate at which we complete our 5G Network Deployment, the purchase of additional wireless spectrum licenses and the rate at which we acquire new subscribers, and the cost of subscriber acquisition and retention.
The amount of capital required to fund our future working capital, capital expenditure and other investment needs varies and we may need to raise additional capital, depending on, among other things, the rate at which we complete our 5G Network Deployment, the potential purchase of additional wireless spectrum licenses and the rate at which we acquire new subscribers and the cost of subscriber acquisition and retention.
We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, aeronautical service providers and government entities, including civilian and defense.
We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite, multi-transport technologies and managed network services to enterprise customers, telecommunications providers, airlines and government entities, including civilian and defense.
“Depreciation and amortization” expense totaled $621 million during the year ended December 31, 2023, a $489 million increase compared to the same period in 2022. 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 $801 million during the year ended December 31, 2023, a $512 million increase compared to the same period in 2022. This change was primarily driven by an increase in depreciation and amortization expense related to 5G Network Deployment assets being placed in service.
These developments may have a significant effect on our cost of financing and our liquidity position. ​ 5G Network Deployment Segment See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
These developments may have a significant effect on our cost of financing and our liquidity position. ​ 98 ​ Table of Contents Wireless Segment - 5G Network Deployment See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two. ​ 59 ​ Table of Contents ​ Wireless average monthly subscriber churn rate (“Wireless churn rate”).
The average number of Wireless subscribers for each month is calculated by adding the beginning and ending Wireless subscribers for the month and dividing by two. ​ Wireless average monthly subscriber churn rate (“Wireless churn rate”).
As a result, we may at times suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses. ​ 64 ​ Table of Contents ​ Other Developments ​ Adaptive Bitrate Streaming Patents ​ Through our subsidiaries, we hold dozens of issued United States and foreign patents that relate to Adaptive Bitrate Streaming.
As a result, we may at tim es suffer from periods of lower net Pay-TV subscriber additions or higher net Pay-TV subscriber losses. ​ 62 ​ Table of Contents ​ Other Developments ​ Adaptive Bitrate Streaming Patents ​ Through our subsidiaries, we hold dozens of issued United States and foreign patents that relate to Adaptive Bitrate Streaming.
Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments operating income (loss).
Segment OIBDA is calculated by adding back depreciation and amortization expense to business segments’ operating income (loss).
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 ACP/Gen Mobile 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 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 expect our depreciation and amortization expense to increase as we continue to place 5G Network Deployment assets into service. ​ Impairment of long-lived assets and goodwill. “ Impairment of long-lived assets and goodwill” totaled $120 million for the year ended December 31, 2023. This impairment represents a noncash impairment charge for goodwill.
We expect our depreciation and amortization expense to increase as we continue to place 5G Network Deployment assets into service. ​ ​ 78 ​ Table of Contents Impairment of long-lived assets and goodwill. “ Impairment of long-lived assets and goodwill” totaled $219 million for the year ended December 31, 2023. This impairment represents a noncash impairment charge for goodwill.
The decrease in “Equipment sales and other revenue” compared to the same period in 2022 was primarily related to a decrease in units shipped and higher promotional subsidies, partially offset by h igher revenue per unit shipped due to unit mix.
The decrease in “Equipment sales and other revenue” compared to the same period in 2022 was primarily related to a decrease in wireless device units shipped and higher promotional subsidies, partially offset by higher revenue per unit shipped due to unit mix.
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. ​ 94 ​ Table of Contents ​ The following table reconciles free cash flow to “Net cash flows from operating activities.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 2022 ​ 2021 ​ ​ (In thousands) Net cash flows from operating activities ​ $ 2,432,647 ​ $ 3,621,190 ​ $ 4,655,373 Purchases of property and equipment, net of refunds (including capitalized interest related to Regulatory authorizations) ​ ​ (4,224,783) ​ ​ (4,034,781) ​ ​ (2,397,197) Free cash flow ​ $ (1,792,136) ​ $ (413,591) ​ $ 2,258,176 ​ 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, Retail 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 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.
New Accounting Pronouncements See Note 2 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
See Note 2 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.
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. ​ 58 ​ Table of Contents 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. ​ Pay-TV average monthly revenue per subscriber (“Pay-TV ARPU”).
“Cost of services” totaled $2.022 billion for the year ended December 31, 2023, a decrease of $113 million or 5.3% compared to the same period in 2022. The decrease in “Cost of services” was primarily attributable to a lower average Wireless subscriber base, partially offset by higher monthly dealer incentive costs.
“Cost of services” totaled $2.012 billion for the year ended December 31, 2023, a decrease of $123 million or 5.7% compared to the same period in 2022. The decrease in “Cost of services” was primarily attributable to a lower average Wireless subscriber base, partially offset by higher monthly dealer incentive costs.
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 provision was $798 million during the year ended December 31, 2022, a decrease of $30 million compared to the same period in 2021.
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.
There can be no assurance that we will be able to profitably deploy these Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.
There can be no assurance that we will be able to complete all build-out requirements or profitably deploy our Wireless spectrum licenses, which may affect the carrying amount of these assets and our future financial condition or results of operations.
“Cost of services” represented 61.3% and 60.1% of “Service revenue” during the year ended December 31, 2023 and 2022, respectively. ​ In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content.
“Cost of services” represented 61.7% and 61.3% of “Service revenue” during the years ended December 31, 2024 and 2023, respectively. ​ In the normal course of business, we enter into contracts to purchase programming content in which our payment obligations are generally contingent on the number of Pay-TV subscribers to whom we provide the respective content.
Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business.
Our EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is an integral part of our satellite services business.
Our DISH TV churn rate for the year ended December 31, 2023 was briefly elevated due to the cyber-security incident.
Our DISH TV churn rate for the year ended December 31, 2023 was briefly elevated due to the cybersecurity incident.
This decrease in our gross new DISH TV subscriber activations was primarily related to the lack of demand, shifting consumer behavior and channel removals, including Tegna, as well as increased competitive pressures, including aggressive short term introductory pricing and bundled offers combining broadband, video and/or wireless services and other discounted promotional offers, live-linear OTT service providers, 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.
We will leverage EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise and government markets. ​ We also design, provide and install gateway and terminal equipment to customers for other satellite systems.
We have leveraged the EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets. ​ We also design, provide and install gateway and terminal equipment to customers for other satellite systems.
This change primarily resulted from a loss of approximately $1.793 billion (including the $100 million prepayment previously made to T-Mobile) as the probability weighted fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses was reduced to zero compared to a $1.015 billion increase during the year ended December 31, 2022.
This change primarily resulted from a loss of approximately $1.793 billion as the probability weighted fair value of our option to purchase certain of T-Mobile’s 800 MHz spectrum licenses was reduced to zero compared to a $1.015 billion increase during the year ended December 31, 2022.
This change was primarily driven by higher marketing expenditures mainly related to the third quarter of 2023 nationwide expansion of our Boost postpaid wireless service and offering of the iPhone 15 on our 5G Network, partially offset by a decrease in costs to support the Retail Wireless segment.
This change was primarily driven by higher marketing expenditures mainly related to the third quarter of 2023 nationwide expansion of our Boost postpaid wireless service and offering of the iPhone 15 on our 5G Network and increases in costs to support the Wireless segment.
Our Retail 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 convert Wireless subscribers onto our 5G Network. The third factor is the rate at which we acquire new 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 migrate Wireless subscribers onto our 5G Network. The third factor is the rate at which we acquire new Pay-TV, Wireless and Broadband subscribers.
Conversely, the slower we acquire subscribers, the more our operating cash flow is enhanced in that period. ​ Finally, our future cash flow is impacted by, among other things, the rate at which we complete our 5G Network Deployment, incur litigation expense, and any cash flow from financing activities.
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.
These decreases were partially offset by increases in amortization of our capitalized software. ​ 87 ​ Table of Contents ​ OTHER CONSOLIDATED RESULTS ​ Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Operating income (loss) ​ $ (277,909) ​ $ 2,232,838 ​ $ (2,510,747) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 207,374 ​ ​ 93,240 ​ ​ 114,134 ​ * Interest expense, net of amounts capitalized ​ ​ (90,357) ​ ​ (79,217) ​ ​ (11,140) ​ (14.1) Other, net ​ ​ (1,770,792) ​ ​ 1,088,441 ​ ​ (2,859,233) ​ * Total other income (expense) ​ ​ (1,653,775) ​ ​ 1,102,464 ​ ​ (2,756,239) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ (1,931,684) ​ ​ 3,335,302 ​ ​ (5,266,986) ​ * Income tax (provision) benefit, net ​ ​ 296,860 ​ ​ (798,410) ​ ​ 1,095,270 ​ * Effective tax rate ​ ​ 15.4 % ​ 23.9 % ​ ​ ​ ​ Net income (loss) ​ ​ (1,634,824) ​ ​ 2,536,892 ​ ​ (4,171,716) ​ * Less: Net income (loss) attributable to noncontrolling interests, net of tax ​ ​ 67,233 ​ ​ 59,172 ​ ​ 8,061 ​ 13.6 Net income (loss) attributable to EchoStar ​ $ (1,702,057) ​ $ 2,477,720 ​ $ (4,179,777) ​ * * Percentage is not meaningful.
Our effective tax rate during the year ended December 31, 2024 was impacted by federal, state and foreign valuation allowances. 86 ​ Table of Contents ​ Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Operating income (loss) ​ $ (277,909) ​ $ 2,232,838 ​ $ (2,510,747) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 207,374 ​ ​ 93,240 ​ ​ 114,134 ​ * Interest expense, net of amounts capitalized ​ ​ (90,357) ​ ​ (79,217) ​ ​ (11,140) ​ (14.1) Other, net ​ ​ (1,770,792) ​ ​ 1,088,441 ​ ​ (2,859,233) ​ * Total other income (expense) ​ ​ (1,653,775) ​ ​ 1,102,464 ​ ​ (2,756,239) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ (1,931,684) ​ ​ 3,335,302 ​ ​ (5,266,986) ​ * Income tax (provision) benefit, net ​ ​ 296,860 ​ ​ (798,410) ​ ​ 1,095,270 ​ * Effective tax rate ​ ​ 15.4 % ​ 23.9 % ​ ​ ​ ​ Net income (loss) ​ ​ (1,634,824) ​ ​ 2,536,892 ​ ​ (4,171,716) ​ * Less: Net income (loss) attributable to noncontrolling interests, net of tax ​ ​ 67,233 ​ ​ 59,172 ​ ​ 8,061 ​ 13.6 Net income (loss) attributable to EchoStar ​ $ (1,702,057) ​ $ 2,477,720 ​ $ (4,179,777) ​ * * Percentage is not meaningful. ​ Interest income.
We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Retail Wireless segment “Service revenue” for the period by our average number of Wireless subscribers for the period.
We calculate average monthly revenue per Wireless subscriber, or Wireless ARPU, by dividing average monthly Wireless subscriber revenue included in “Service revenue” for the period by our average number of Wireless subscribers for the period.
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 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.
While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud, which could impact our subscriber growth and churn.
While we are addressing the impact of subscriber fraud through a number of actions, there can be no assurance that we will not continue to experience fraud or that any fraud we have experienced does not accelerate, which could impact our subscriber growth and churn.
While modest fluctuations in the cost of capital will not likely impact our current operational plans, significant fluctuations could have a material adverse effect on our business, results of operations and financial condition. ​ Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect amounts reported therein.
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.
The decrease in 2022 for new and existing DISH TV customer equipment primarily resulted from lower gross new DISH TV subscriber activations and a higher percentage of remanufactured receivers being activated on new subscriber accounts. ​ 93 ​ Table of Contents During the year ended December 31, 2023 capital expenditures for satellites related to our Pay-TV segment totaled $105 million.
The decrease in 2024 for new and existing DISH TV customer equipment primarily resulted from lower gross new DISH TV subscriber activations and a higher percentage of remanufactured receivers being activated on new subscriber accounts. ​ During the years ended December 31, 2024 and 2023, capital expenditures for satellites related to our Pay-TV segment totaled $121 million and $105 million, respectively.
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, and equity in earnings and losses of our affiliates. ​ Earnings before interest, taxes, depreciation and amortization (“EBITDA”).
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”).
This increase in net Wireless subscriber losses primarily resulted from lower gross new Wireless subscriber activations, partially offset by an increase in net ACP/Gen Mobile subscriber additions and a lower Wireless churn rate. ​ Wireless subscribers, gross .
This increase in net Wireless subscriber losses primarily resulted from lower gross new Wireless subscriber activations, partially offset by an increase in net Government subsidized subscriber additions and a lower Wireless churn rate. ​ Wireless subscribers, gross .
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. ​ Other ​ We are also vulnerable to fraud, particularly in the acquisition of new subscribers.
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.
We are incurring duplicative costs related to our TSA with T-Mobile and our own billing and operational support systems as we work to migrate subscribers off the TSA with T-Mobile. ​ Cost of sales – equipment and other.
We incurred duplicative costs related to our TSA with T-Mobile and our own billing and operational support systems as we migrated subscribers off the TSA with T-Mobile. ​ Cost of sales – equipment and other .
We have not reached a settlement with respect to the NordicTrack infringing products and we intend to enforce this litigation and to pursue our related patent infringement claims against them. ​ 65 ​ Table of Contents ​ RESULTS OF OPERATIONS – Pay-TV Segment ​ Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 11,385,961 ​ $ 12,360,601 ​ $ (974,640) ​ (7.9) Equipment sales and other revenue ​ ​ 185,198 ​ ​ 144,791 ​ ​ 40,407 ​ 27.9 Total revenue ​ ​ 11,571,159 ​ ​ 12,505,392 ​ ​ (934,233) ​ (7.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 6,977,628 ​ ​ 7,423,427 ​ ​ (445,799) ​ (6.0) % of Service revenue ​ ​ 61.3 % ​ 60.1 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 91,164 ​ ​ 97,315 ​ ​ (6,151) ​ (6.3) Selling, general and administrative expenses ​ ​ 1,414,808 ​ 1,622,281 ​ (207,473) ​ (12.8) % of Total revenue ​ ​ 12.2 % ​ 13.0 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 381,292 ​ ​ 428,471 ​ ​ (47,179) ​ (11.0) Impairment of long-lived assets and goodwill ​ ​ 6,457 ​ ​ — ​ ​ 6,457 ​ * Total costs and expenses ​ ​ 8,871,349 ​ ​ 9,571,494 ​ ​ (700,145) ​ (7.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ 2,699,810 ​ $ 2,933,898 ​ $ (234,088) ​ (8.0) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pay-TV subscribers, as of period end (in millions) ​ ​ 8.526 ​ ​ 9.750 ​ ​ (1.224) ​ (12.6) DISH TV subscribers, as of period end (in millions) ​ ​ 6.471 ​ ​ 7.416 ​ ​ (0.945) ​ (12.7) SLING TV subscribers, as of period end (in millions) ​ ​ 2.055 ​ ​ 2.334 ​ ​ (0.279) ​ (12.0) Pay-TV subscriber additions (losses), net (in millions) ​ ​ (1.224) ​ ​ (0.957) ​ ​ (0.267) ​ (27.9) DISH TV subscriber additions (losses), net (in millions) ​ ​ (0.945) ​ ​ (0.805) ​ ​ (0.140) ​ (17.4) SLING TV subscriber additions (losses), net (in millions) ​ ​ (0.279) ​ ​ (0.152) ​ ​ (0.127) ​ (83.6) Pay-TV ARPU ​ $ 104.56 ​ $ 101.20 ​ $ 3.36 ​ 3.3 DISH TV subscriber additions, gross (in millions) ​ ​ 0.464 ​ ​ 0.634 ​ ​ (0.170) ​ (26.8) DISH TV churn rate ​ ​ 1.69 % ​ 1.54 % ​ 0.15 % 9.7 DISH TV SAC ​ $ 1,118 ​ $ 1,044 ​ $ 74 ​ 7.1 Purchases of property and equipment, net of refunds ​ $ 242,736 ​ $ 131,093 ​ $ 111,643 ​ 85.2 OIBDA ​ $ 3,081,102 ​ $ 3,362,370 ​ $ (281,268) ​ (8.4) * Percentage is not meaningful. ​ Pay-TV Subscribers ​ DISH TV subscribers .
See further information under “Liquidity and Capital Resources – Subscriber Acquisition and Retention Costs.” ​ 67 ​ Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 11,385,961 ​ $ 12,360,601 ​ $ (974,640) ​ (7.9) Equipment sales and other revenue ​ ​ 185,198 ​ ​ 144,791 ​ ​ 40,407 ​ 27.9 Total revenue ​ ​ 11,571,159 ​ ​ 12,505,392 ​ ​ (934,233) ​ (7.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 6,977,628 ​ ​ 7,423,427 ​ ​ (445,799) ​ (6.0) % of Service revenue ​ ​ 61.3 % ​ 60.1 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 91,164 ​ ​ 97,315 ​ ​ (6,151) ​ (6.3) Selling, general and administrative expenses ​ ​ 1,414,808 ​ 1,622,281 ​ (207,473) ​ (12.8) % of Total revenue ​ ​ 12.2 % ​ 13.0 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 381,292 ​ ​ 428,471 ​ ​ (47,179) ​ (11.0) Impairment of long-lived assets and goodwill ​ ​ 6,457 ​ ​ — ​ ​ 6,457 ​ * Total costs and expenses ​ ​ 8,871,349 ​ ​ 9,571,494 ​ ​ (700,145) ​ (7.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ 2,699,810 ​ $ 2,933,898 ​ $ (234,088) ​ (8.0) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pay-TV subscribers, as of period end (in millions) ​ ​ 8.526 ​ ​ 9.750 ​ ​ (1.224) ​ (12.6) DISH TV subscribers, as of period end (in millions) ​ ​ 6.471 ​ ​ 7.416 ​ ​ (0.945) ​ (12.7) SLING TV subscribers, as of period end (in millions) ​ ​ 2.055 ​ ​ 2.334 ​ ​ (0.279) ​ (12.0) Pay-TV subscriber additions (losses), net (in millions) ​ ​ (1.224) ​ ​ (0.957) ​ ​ (0.267) ​ (27.9) DISH TV subscriber additions (losses), net (in millions) ​ ​ (0.945) ​ ​ (0.805) ​ ​ (0.140) ​ (17.4) SLING TV subscriber additions (losses), net (in millions) ​ ​ (0.279) ​ ​ (0.152) ​ ​ (0.127) ​ (83.6) Pay-TV ARPU ​ $ 104.56 ​ $ 101.20 ​ $ 3.36 ​ 3.3 DISH TV subscriber additions, gross (in millions) ​ ​ 0.464 ​ ​ 0.634 ​ ​ (0.170) ​ (26.8) DISH TV churn rate ​ ​ 1.69 % ​ 1.54 % ​ 0.15 % 9.7 DISH TV SAC ​ $ 1,118 ​ $ 1,044 ​ $ 74 ​ 7.1 Purchases of property and equipment, net of refunds ** ​ $ 242,736 ​ $ 131,093 ​ $ 111,643 ​ 85.2 OIBDA ​ $ 3,081,102 ​ $ 3,362,369 ​ $ (281,267) ​ (8.4) * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2023 and 2022 of $105 million and zero, respectively. ​ Pay-TV Subscribers ​ DISH TV subscribers .
On October 20, 2022, our Board of Directors extended this authorization to repurchase up to $500 million of our outstanding Class A common stock through and including December 31, 2023. This program expired December 31, 2023. During the year ended December 31, 2023, there were no repurchases of our Class A common stock.
On October 20, 2022, our Board of Directors extended this authorization to repurchase up to $500 million of our outstanding Class A common stock through and including December 31, 2023. This program expired December 31, 2023.
For the years ended December 31, 2023, 2022 and 2021, we reported “Net cash flows from financing activities” outflows of $277 million, $274 million and inflows of $3.515 billion, respectively. ​ The net cash outflows in 2023 primarily related to the repurchases and redemption of our senior notes of $1.461 billion, net repurchases of our Convertible Notes of $110 million and repayments of long-term debt and finance lease obligations of $122 million, partially offset by $1.522 billion in net proceeds from the issuance of our 11 3/4% Senior Notes due 2027. ​ The net cash outflows in 2022 primarily related to the repurchases and redemption of our 5 7/8% Senior Notes due 2022 with an aggregate principal balance of $2.0 billion, $89 million of repurchases of our treasury shares and $57 million of repurchases of our 5% Senior Notes due 2023 in open market trades, partially offset by $1.949 billion in net proceeds from the issuance of our 11 3/4% Senior Notes due 2027. ​ The net cash inflows in 2021 primarily related to $2.737 billion in net proceeds from the issuance of our 5 1/4% Senior Secured Notes due 2026, $2.488 billion in net proceeds from the issuance of our 5 3/4% Senior Secured Notes due 2028, $1.490 billion in net proceeds from the issuance of our 5 1/8% Senior Notes due 2029, partially offset by the repurchases and redemption of our 6 3/4% Senior Notes due 2021 with an aggregate principal balance of $2.0 billion, the redemption of our 7 5/8% Senior Unsecured Notes due 2021 with an aggregate principal balance of $900 million and $261 million of repurchases of our treasury shares. ​ Free Cash Flow ​ We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to Regulatory authorizations,” as shown on our Consolidated Statements of Cash Flows.
For the years ended December 31, 2024, 2023 and 2022, we reported “Net cash flows from financing activities” inflows of $4.484 billion, outflows of $277 million and $274 million, respectively. ​ The net cash inflows in 2024 primarily related to $5.204 billion in net proceeds from the issuance of our 10 3/4% Senior Secured Notes due 2029 and 3 7/8% Convertible Secured Notes due 2030, $2.365 billion in net proceeds from the New DISH DBS Financing, $400 million in net proceeds from the issuance of PIPE Shares, partially offset by the redemption of our 2 3/8% Convertible Notes due 2024 and 5 7/8% Senior Notes due 2024 of $2.934 billion and the purchase of SNR Management’s ownership interest in SNR HoldCo of $442 million. ​ The net cash outflows in 2023 primarily related to the repurchases and redemption of our senior notes of $1.461 billion, net repurchases of our Convertible Notes of $110 million and repayments of long-term debt and finance lease obligations of $122 million, partially offset by $1.522 billion in net proceeds from the issuance of our 11 3/4% Senior Notes due 2027. ​ The net cash outflows in 2022 primarily related to the repurchases and redemption of our 5 7/8% Senior Notes due 2022 with an aggregate principal balance of $2.0 billion, $89 million of repurchases of our treasury shares and $57 million of repurchases of our 5% Senior Notes due 2023 in open market trades, partially offset by $1.949 billion in net proceeds from the issuance of our 11 3/4% Senior Notes due 2027. ​ Free Cash Flow ​ We define free cash flow as “Net cash flows from operating activities” less: (i) “Purchases of property and equipment” net of “Refunds and other receipts of purchases of property and equipment,” and (ii) “Capitalized interest related to Regulatory authorizations,” as shown on our Consolidated Statements of Cash Flows.
Our gross new DISH TV subscriber activations continue to be negatively impacted by an emphasis on acquiring higher quality subscribers. ​ 69 ​ Table of Contents ​ DISH TV churn rate . Our DISH TV churn rate for the year ended December 31, 2022 was 1.54% compared to 1.40% for the same period in 2021.
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, 2024 was 1.46% compared to 1.69% for the same period in 2023.
However, as we prepare for our next build-out requirements in 2025, we expect our capital expenditures to increase as we approach this deadline. As a result, our historical cash flow is not necessarily indicative of our future cash flows.
However, as we prepare for our next build-out requirement deadlines, we expect our capital expenditures to increase as we approach these deadlines. As a result, our historical cash flow is not necessarily indicative of our future cash flows.
We will compete on the basis of our strong spectrum position, expertise in satellite and 5G technologies and our global industry relationships. ​ 83 ​ Table of Contents ​ RESULTS OF OPERATIONS – Broadband and Satellite Services Segment Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 1,443,616 ​ $ 1,611,069 ​ $ (167,453) ​ (10.4) Equipment sales and other revenue ​ ​ 311,943 ​ ​ 387,024 ​ ​ (75,081) ​ (19.4) Total revenue ​ ​ 1,755,559 ​ ​ 1,998,093 ​ ​ (242,534) ​ (12.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 530,875 ​ ​ 567,311 ​ ​ (36,436) ​ (6.4) % of Service revenue ​ ​ 36.8 % ​ 35.2 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 241,570 ​ ​ 294,683 ​ ​ (53,113) ​ (18.0) Selling, general and administrative expenses ​ ​ 486,379 ​ ​ 491,025 ​ (4,646) ​ (0.9) % of Total revenue ​ ​ 27.7 % ​ 24.6 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 419,262 ​ ​ 462,748 ​ ​ (43,486) ​ (9.4) Impairment of long-lived assets and goodwill ​ ​ 536,082 ​ ​ 711 ​ ​ 535,371 ​ * Total costs and expenses ​ ​ 2,214,168 ​ ​ 1,816,478 ​ ​ 397,690 ​ 21.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ (458,609) ​ $ 181,615 ​ $ (640,224) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadband subscribers, as of period end (in millions) ​ ​ 1.004 ​ ​ 1.228 ​ ​ (0.224) ​ (18.2) Broadband subscriber additions (losses), net (in millions) ​ ​ (0.224) ​ ​ (0.234) ​ ​ 0.010 ​ 4.3 OIBDA ​ $ (39,347) ​ $ 644,363 ​ $ (683,710) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Percentage is not meaningful. ​ Broadband subscribers.
See Note 2 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ ​ 82 ​ Table of Contents ​ Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ Variance Statements of Operations Data 2023 2022 Amount % ​ ​ (In thousands) ​ ​ Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service revenue ​ $ 1,443,616 ​ $ 1,611,069 ​ $ (167,453) ​ (10.4) Equipment sales and other revenue ​ ​ 311,943 ​ ​ 387,024 ​ ​ (75,081) ​ (19.4) Total revenue ​ ​ 1,755,559 ​ ​ 1,998,093 ​ ​ (242,534) ​ (12.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of services ​ ​ 530,875 ​ ​ 567,311 ​ ​ (36,436) ​ (6.4) % of Service revenue ​ ​ 36.8 % ​ 35.2 % ​ ​ ​ ​ Cost of sales - equipment and other ​ ​ 241,570 ​ ​ 294,683 ​ ​ (53,113) ​ (18.0) Selling, general and administrative expenses ​ ​ 486,379 ​ ​ 491,025 ​ (4,646) ​ (0.9) % of Total revenue ​ ​ 27.7 % ​ 24.6 % ​ ​ ​ ​ Depreciation and amortization ​ ​ 419,262 ​ ​ 462,748 ​ ​ (43,486) ​ (9.4) Impairment of long-lived assets and goodwill ​ ​ 536,082 ​ ​ 711 ​ ​ 535,371 ​ * Total costs and expenses ​ ​ 2,214,168 ​ ​ 1,816,478 ​ ​ 397,690 ​ 21.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss) ​ $ (458,609) ​ $ 181,615 ​ $ (640,224) ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadband subscribers, as of period end (in millions) ​ ​ 1.004 ​ ​ 1.228 ​ ​ (0.224) ​ (18.2) Broadband subscriber additions (losses), net (in millions) ​ ​ (0.224) ​ ​ (0.234) ​ ​ 0.010 ​ 4.3 Purchases of property and equipment, net of refunds ** ​ $ 233,423 ​ $ 325,891 ​ $ (92,468) ​ (28.4) OIBDA ​ $ (39,347) ​ $ 644,363 ​ $ (683,710) ​ * * Percentage is not meaningful. ** Purchases of property and equipment, net of refunds includes satellite purchases during the years ended December 31, 2023 and 2022 of $118 million and $92 million, respectively. ​ Broadband subscribers.
For the years ended December 31, 2023, 2022 and 2021, we reported “Net cash flows from operating activities” of $2.433 billion, $3.621 billion and $4.655 billion, respectively. ​ 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. ​ Net cash flows from operating activities from 2021 to 2022 decreased $1.034 billion, primarily attributable to a $1.003 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, “Impairment of long-lived assets and goodwill,” 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. ​ Cash flows from investing 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.
We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative. ​ Our Retail Wireless segment offers Retail Wireless services as well as a competitive portfolio of wireless devices.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA hypothetical 10% decrease in average interest rates during 2023 would result in a decrease of approximately $18 million in annual interest income. ​ Strategic Marketable Investment Securities ​ As of December 31, 2023, we held investments in the publicly traded securities of several companies with a fair value of $167 million.
Biggest changeA 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.
Based on our December 31, 2023 investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash 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, 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.
Of that amount, a total of $2.277 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 $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.
A hypothetical 10% adverse change in the market price of our public strategic equity investments during 2023 would have resulted in a decrease of $17 million in the fair value of these investments. ​ Restricted Cash, Cash Equivalents and Marketable Investment Securities ​ As of December 31, 2023, we had $118 million of restricted cash 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 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.
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, 2023, we had foreign currency forward contracts with a notional amount of less than $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, 2024, we had foreign currency forward contracts with a notional amount of $1 million in place to partially mitigate foreign currency exchange risk.
This exposes us to fluctuations in foreign currency exchange rates. ​ 102 ​ Table of Contents Our objective in managing our exposure to foreign currency changes is to reduce earnings and cash flow volatility associated with foreign currency exchange rate fluctuations, primarily resulting from loans to foreign subsidiaries in U.S. dollars.
This exposes us to fluctuations in foreign currency exchange rates. ​ Our objective in managing our exposure to foreign currency changes is to reduce earnings and cash flow volatility associated with foreign currency exchange rate fluctuations, primarily resulting from loans to foreign subsidiaries in U.S. dollars.
The estimated fair values of the foreign currency contracts were not material as of December 31, 2023.
The estimated fair values of the foreign currency contracts were not material as of December 31, 2024.
Based on our December 31, 2023 current non-strategic investment portfolio of $2.277 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, 2023 of 5.1%.
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%.
To the extent interest rates increase, our future costs of financing would increase at the time of any future financings. As of December 31, 2023, all of our long-term debt consisted of fixed rate indebtedness. ​ Derivative Financial Instruments ​ From time to time, we invest in speculative financial instruments, including derivatives.
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.
We estimated the fair value of this debt to be approximately $17.844 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 $688 million.
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.
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 2023 would have resulted in an estimated loss to the cumulative translation adjustment of $43 million as of December 31, 2023. ​ Long-Term Debt ​ As of December 31, 2023, we had long-term debt of $22.710 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 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ Market Risks Associated with Financial Instruments ​ Our investments and debt are exposed to market risks, discussed below. ​ 101 ​ Table of Contents ​ Cash, Cash Equivalents and Current Marketable Investment Securities ​ As of December 31, 2023, our cash, cash equivalents and current marketable investment securities had a fair value of $2.444 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, 2024, our unrestricted cash, cash equivalents and current marketable investment securities had a fair value of $5.547 billion.
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, 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.
Removed
As of December 31, 2023, we did not hold any material derivative financial instruments other than the option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the Spectrum Purchase Agreement. See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information. ​ Item 8.

Other SATS 10-K year-over-year comparisons