DISH 10-K Annual Report Dec. 31, 2017 | Alphaminr
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DISH 10-K Fiscal year ended Dec. 31, 2017

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DISH NETWORK CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1. Business Patents and Other Intellectual PropertyItem 1. Business Government RegulationsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 1. Business SatellitesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Liquidity and Capital ResourcesItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1(b)* Amended and Restated Bylaws of DISH Network Corporation (incorporated by reference to Exhibit3.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended September30, 2014, Commission File No.0-26176). 4.2* Indenture, relating to the 4 5/8% Senior Notes due 2017, dated as of May16, 2012 among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed May16, 2012, Commission File No.0-26176). 4.3* Indenture, relating to the 4 1/4% Senior Notes due 2018, dated as of April5, 2013, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.2 to the Current Report on Form8-K of DISH Network Corporation filed April5, 2013, Commission File No.0-26176). 4.4* Indenture, relating to the 7 7/8% Senior Notes Due 2019, dated as of August17, 2009 between DISH DBS Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed August18, 2009, Commission File No.0-26176). 4.5* Indenture, relating to the 5 1/8% Senior Notes due 2020, dated as of April5, 2013, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed April5, 2013, Commission File No.0-26176). 4.6* Indenture, relating to the 6 3/4% Senior Notes due 2021, dated as of May5, 2011, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed May5, 2011, Commission File No.000-26176). 4.7* Indenture, relating to the 5 7/8% Senior Notes due 2022, dated as of May16, 2012 among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.2 to the Current Report on Form8-K of DISH Network Corporation filed May16, 2012, Commission File No.0-26176). 4.8* Indenture, relating to the 5% Senior Notes due 2023, dated as of December27, 2012 among DISH DBS Corporation, the guarantors named on the signature pagesthereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed December27, 2012, Commission File No.0-26176). 4.9* Indenture, relating to the 5 7/8% Senior Notes due 2024, dated as of November20, 2014 among DISH DBS Corporation, the guarantors named on the signature pagesthereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed November21, 2014, Commission File No.0-26176). 4.10* Indenture, relating to the 7 3/4% Senior Notes due 2026, dated as of June13, 2016, among DISH DBS Corporation, the guarantors named on the signature pages thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8K of DISH Network Corporation filed June 13, 2016, Commission File No. 0-26176). 4.11* Indenture, relating to the 2 3/8% Convertible Notes due 2024, dated as of March 17, 2017, by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8 K of DISH Network Corporation filed March 20, 2017, Commission File No. 0-26176). 4.12* Indenture, relating to the 3 3/8% Convertible Notes due 2026, dated as of August8, 2016, by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8K of DISH Network Corporation filed August 8, 2016, Commission File No. 0-26176). 10.8* Third Amendment to Whole RF Channel Service Agreement, dated October12, 2004, between Telesat Canada and DISH Network Corporation (incorporated by reference to Exhibit10.22 to the Annual Report on Form10-K of DISH Network Corporation for the year ended December31, 2004, Commission File No.0-26176). *** 10.9* Amendment No.3 to Satellite Service Agreement, dated November19, 2004 between SES Americom,Inc. and DISH Network Corporation (incorporated by reference to Exhibit10.24 to the Annual Report on Form10-K of DISH Network Corporation for the year ended December31, 2004, Commission File No.0-26176). *** 10.10* Amendment No.4 to Satellite Service Agreement, dated April6, 2005, between SES Americom,Inc. and DISH Network Corporation (incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended June30, 2005, Commission File No.0-26176). *** 10.11* Amendment No.5 to Satellite Service Agreement, dated June20, 2005, between SES Americom,Inc. and DISH Network Corporation (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended June30, 2005, Commission File No.0-26176). *** 10.12* Incentive Stock Option Agreement (FormA) (incorporated by reference to Exhibit99.1 to the Current Report on Form8-K of DISH Network Corporation filed July7, 2005, Commission File No.0-26176). ** 10.13* Incentive Stock Option Agreement (FormB) (incorporated by reference to Exhibit99.2 to the Current Report on Form8-K of DISH Network Corporation filed July7, 2005, Commission File No.0-26176). ** 10.14* Restricted Stock Unit Agreement (FormA) (incorporated by reference to Exhibit99.3 to the Current Report on Form8-K of DISH Network Corporation filed July7, 2005, Commission File No.0-26176). ** 10.15* Restricted Stock Unit Agreement (FormB) (incorporated by reference to Exhibit99.4 to the Current Report on Form8-K of DISH Network Corporation filed July7, 2005, Commission File No.0-26176). ** 10.16* Nonemployee Director Stock Option Agreement (incorporated by reference to Exhibit99.6 to the Current Report on Form8-K of DISH Network Corporation filed July7, 2005, Commission File No.0-26176). ** 10.17* Separation Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit2.1 to the Amendment No.1 to the Form10 of EchoStar Corporation filed December12, 2007, Commission File No.001-33807). 10.18* Tax Sharing Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit10.2 to the Amendment No.1 to the Form10 of EchoStar Corporation filed December12, 2007, Commission File No.001-33807). 10.19* Employee Matters Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit10.3 to the Amendment No.1 to the Form10 of EchoStar Corporation filed December12, 2007, Commission File No.001-33807). 10.20* Intellectual Property Matters Agreement between EchoStar Corporation, EchoStar Acquisition L.L.C., Echosphere L.L.C., DISH DBS Corporation, EIC Spain SL, EchoStar Technologies L.L.C. and DISH Network Corporation (incorporated by reference from Exhibit10.4 to the Amendment No.1 to the Form10 of EchoStar Corporation filed December12, 2007, Commission File No.001-33807). 10.21* Formof Satellite Capacity Agreement between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference from Exhibit10.28 to the Amendment No.2 to Form10 of EchoStar Corporation filed December26, 2007, Commission File No.001-33807). 10.22* Description of the 2008 Long-Term Incentive Plan dated December22, 2008 (incorporated by reference to Exhibit10.42 to the Annual Report on Form10-K of DISH Network Corporation for the year ended December31, 2008, Commission File No.0-26176). ** 10.23* DISH Network Corporation 2009 Stock Incentive Plan (incorporated by reference to Appendix A to DISH Network Corporations Definitive Proxy Statement on Form14A filed September19, 2014, Commission File No.000-26176). ** 10.24* Amended and Restated DISH Network Corporation 2001 Nonemployee Director Stock Option Plan (incorporated by reference to Appendix B to DISH Network Corporations Definitive Proxy Statement on Form 14A filed March 31, 2009, Commission File No. 000-26176). ** 10.25* Amended and Restated DISH Network Corporation 1999 Stock Incentive Plan (incorporated by reference to Appendix C to DISH Network Corporations Definitive Proxy Statement on Form 14A filed March 31, 2009, Commission File No. 000-26176). ** 10.26* NIMIQ 5 Whole RF Channel Service Agreement, dated September15, 2009, between Telesat Canada and EchoStar Corporation (incorporated by reference from Exhibit10.30 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). *** 10.27* NIMIQ 5 Whole RF Channel Service Agreement, dated September15, 2009, between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference from Exhibit10.31 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). *** 10.28* Professional Services Agreement, dated August4, 2009, between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit10.3 to the Quarterly Report on Form10-Q of EchoStar Corporation for the quarter ended September30, 2009, Commission File No.001-33807). *** 10.29* Allocation Agreement, dated August4, 2009, between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit10.4 to the Quarterly Report on Form10-Q of EchoStar Corporation for the quarter ended September30, 2009, Commission File No.001-33807). 10.30* Amendment to Formof Satellite Capacity Agreement (FormA) between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference from Exhibit10.34 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). 10.31* Amendment to Formof Satellite Capacity Agreement (FormB) between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference from Exhibit10.35 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). 10.32* EchoStar XVI Satellite Capacity Agreement between EchoStar Satellite Services L.L.C. and DISH Network L.L.C. (incorporated by reference from Exhibit10.36 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). *** 10.33* Amended and Restated Investment Agreement, dated as of February24, 2011, and First Amendment to Amended and Restated Investment Agreement, dated as of March15, 2011, between DISH Network Corporation and DBSD North America,Inc. (incorporated by reference from Exhibit10.1 to the Current Report on Form8-K of ICO Global Communications (Holdings) Limited filed March17, 2011, Commission File No.001-33008). 10.34* Implementation Agreement, dated as of March15, 2011, between DISH Network and ICO Global Communications (Holdings) Limited (incorporated by reference from Exhibit10.2 to the Current Report on Form8-K of ICO Global Communications (Holdings) Limited filed March17, 2011, Commission File No.001-33008). 10.35* Restructuring Support Agreement, dated as of March15, 2011, between DISH Network and ICO Global Communications (Holdings) Limited (incorporated by reference from Exhibit10.3 to the Current Report on Form8-K of ICO Global Communications (Holdings) Limited filed March17, 2011, Commission File No.001-33008). 10.36* Purchase Agreement, dated as of June14, 2011, by and among TerreStar Networks Inc., TerreStar License Inc., TerreStar National Services Inc., TerreStar Networks Holdings (Canada) Inc., TerreStar Networks (Canada) Inc., 0887729 B.C. Ltd., and Gamma Acquisition L.L.C. and DISH Network Corporation (solely with respect to Section6.19 thereof) (incorporated by reference from Exhibit99.1 to the Current Report on Form8-K of DISH Network Corporation filed June16, 2011, Commission File No.000-26176). 10.37* Cost Allocation Agreement, dated April29, 2011, between EchoStar Corporation and DISH Network (incorporated by reference from Exhibit10.2 to the Quarterly Report on Form10-Q of EchoStar Corporation for the quarter ended June30, 2011, Commission File No.001-33807). 10.38* Settlement and Patent License between TiVo Inc. and DISH Network Corporation and EchoStar Corporation, dated as of April29, 2011 (incorporated by reference to Exhibit10.9 to the Quarterly Report on Form10-Q/A of EchoStar Corporation filed February21, 2012, Commission File No.001-33807). *** 10.39* QuetzSat-1 Transponder Service Agreement, dated November24, 2008, between EchoStar 77 Corporation, a direct wholly-owned subsidiary of EchoStar, and DISH Network L.L.C. (incorporated by reference to Exhibit10.25 to the Annual Report on Form10-K of EchoStar Corporation for the year ended December31, 2009, Commission File No.001-33807). *** 10.40* Receiver Agreement dated January1, 2012 between Echosphere L.L.C. and EchoStar Technologies L.L.C. (incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2012, Commission File No.0-26176). *** 10.41* Broadcast Agreement dated January1, 2012 between EchoStar Broadcasting Corporation and DISH Network L.L.C. (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2012, Commission File No.0-26176). *** 10.42* Confidential Settlement Agreement and Release dated as of October21, 2012 by and between Voom HD Holdings LLC and CSC Holdings, LLC, on the one hand, and DISH Network L.L.C., on the other hand, and for certain limited purposes, DISH Media Holdings Corporation, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar Corporation (incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended September30, 2012, Commission File No.0-26176). *** 10.43* Description of the 2013 Long-Term Incentive Plan dated November30, 2012 (incorporated by reference to the Current Report on Form8-K of DISH Network Corporation filed December6, 2012, Commission File No.000-26176). ** 10.44* Amendment to EchoStar XVI Satellite Capacity Agreement between EchoStar Satellite Services L.L.C. and DISH Network L.L.C. dated December21, 2012 (incorporated by reference to Exhibit10.62 to the Annual Report on Form10-K of DISH Network Corporation for the year ended December31, 2012, Commission File No.0-26176). *** 10.45* Transaction Agreement, dated February20, 2014, by and among EchoStar Corporation, Hughes Satellite Systems Corporation, Alpha Company LLC, DISH Network L.L.C., DISH Operating L.L.C. and EchoStar XI Holding L.L.C. (incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2014, Commission File No.0-26176). *** 10.46* Investor Rights Agreement, dated February20, 2014, by and among EchoStar Corporation, Hughes Satellite Systems Corporation, DISH Operating L.L.C. and DISH Network L.L.C. (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2014, Commission File No.0-26176). *** 10.47* Formof Satellite Capacity Agreement between EchoStar Satellite Operating Corporation and DISH Operating L.L.C. (incorporated by reference to Exhibit10.3 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2014, Commission File No.0-26176).*** 10.48* First Amended and Restated Credit Agreement dated October 13, 2014, among American AWS-3 Wireless II L.L.C., Northstar Wireless, LLC and Northstar Spectrum, LLC, as amended on February 12, 2015 (incorporated by reference to Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.0-26176). *** 10.49* First Amended and Restated Credit Agreement dated October 13, 2014, among American AWS-3 Wireless III L.L.C., SNR Wireless LicenseCo, LLC and SNR Wireless HoldCo, LLC, as amended on February 12, 2015 (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.0-26176). *** 10.50* First Amended and Restated Limited Liability Company Agreement dated October 13, 2014, among Northstar Spectrum, LLC, Northstar Manager, LLC and American AWS-3 Wireless II L.L.C., as amended on February 12, 2015 (incorporated by reference to Exhibit10.3 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.0-26176). *** 10.51* First Amended and Restated Limited Liability Company Agreement dated October 13, 2014, among SNR Wireless HoldCo, LLC, SNR Wireless Management, LLC and American AWS-3 Wireless III L.L.C., as amended on February 12, 2015 (incorporated by reference to Exhibit10.4 to the Quarterly Report on Form10Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.026176). *** 10.52* Management Services Agreement dated September 12, 2014, between American AWS-3 Wireless II L.L.C. and Northstar Wireless, LLC (incorporated by reference to Exhibit10.5 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.0-26176). *** 10.53* Management Services Agreement dated September 12, 2014, between American AWS-3 Wireless III L.L.C. and SNR Wireless LicenseCo, LLC (incorporated by reference to Exhibit10.6 to the Quarterly Report on Form10-Q of DISH Network Corporation for the quarter ended March31, 2015, Commission File No.0-26176).*** 10.54* Second Amendment, dated October 1, 2015, to the First Amended and Restated Credit Agreement dated October 13, 2014, among American AWS-3 Wireless II L.L.C., Northstar Wireless, LLC and Northstar Spectrum, LLC, as first amended on February 12, 2015 (incorporated by reference to Exhibit10.1 to the Current Report on Form8-K of DISH Network Corporation filed October 2, 2015, Commission File No.0-26176). 10.55* Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (Northstar Wireless) (incorporated by reference to Exhibit10.2 to the Current Report on Form8-K of DISH Network Corporation filed October2, 2015, Commission File No.0-26176). 10.56* Second Amendment, dated October 1, 2015, to the First Amended and Restated Credit Agreement dated October 13, 2014, among American AWS-3 Wireless III L.L.C., SNR Wireless LicenseCo, LLC and SNR Wireless HoldCo, LLC, as first amended on February 12, 2015 (incorporated by reference to Exhibit10.3 to the Current Report on Form8-K of DISH Network Corporation filed October 2, 2015, Commission File No.0-26176). 10.57* Guaranty of Certain Obligations to FCC, dated as of October 1, 2015, made by DISH Network Corporation in favor of the Federal Communications Commission (SNR Wireless) (incorporated by reference to Exhibit10.4 to the Current Report on Form8-K of DISH Network Corporation filed October2, 2015, Commission File No.0-26176). 10.58* Form of Base/Additional Note Hedge Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016, Commission File No. 0-26176). 10.59* Form of Base/Additional Warrant Transaction Confirmation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016, Commission File No. 0-26176). 10.60* Description of the 2017 Long-Term Incentive Plan dated December2, 2016 (incorporated by reference to the Current Report on Form8-K of DISH Network Corporation filed December8, 2016, Commission File No. 0-26176).** 10.61* Share Exchange Agreement dated January 31, 2017, between DISH Network Corporation, DISH Network L.L.C., DISH Operating L.L.C., EchoStar Corporation, EchoStar Broadcasting Holding Parent L.L.C., EchoStar Broadcasting Holding Corporation, EchoStar Technologies Holding Corporation, and EchoStar Technologies L.L.C. (incorporated by reference in Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended March 31, 2017, Commission File No. 0-26176).*** 21 Subsidiaries of DISH Network Corporation. 23 Consent of KPMG LLP,Independent Registered Public Accounting Firm. 24 Power of Attorney authorizing Timothy A. Messner as signatory for Charles W. Ergen, George R. Brokaw, James DeFranco, Cantey M. Ergen, Steven R. Goodbarn, Charles M. Lillis, Afshin Mohebbi, David K. Moskowitz, Tom A. Ortolf and Carl E. Vogel. 31.1 Section302 Certification of Chief Executive Officer. 31.2 Section302 Certification of Chief Financial Officer. 32.1 Section906 Certification of Chief Executive Officer. 32.2 Section906 Certification of Chief Financial Officer.