DISH 10-K Annual Report Dec. 31, 2022 | Alphaminr
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DISH 10-K Fiscal year ended Dec. 31, 2022

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Income Statement
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DISH NETWORK CORP
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PROXIES
DEF 14A
 		Filed on March 17, 2023
DEF 14A
 		Filed on March 18, 2022
DEF 14A
 		Filed on March 19, 2021
DEF 14A
 		Filed on March 20, 2020
DEF 14A
 		Filed on March 19, 2019
DEF 14A
 		Filed on March 28, 2018
DEF 14A
 		Filed on March 22, 2017
DEF 14A
 		Filed on March 22, 2016
DEF 14A
 		Filed on Sept. 22, 2015
DEF 14A
 		Filed on Sept. 19, 2014
DEF 14A
 		Filed on March 22, 2013
DEF 14A
 		Filed on March 23, 2012
DEF 14A
 		Filed on March 23, 2011
DEF 14A
 		Filed on March 24, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related Stockholder MattersItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis Of Financial Condition and ResultsItem 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 9. Changes in and Disagreements with Accountants on Accounting andItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial Owners and Management andItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and Related Transactions, and DirectorItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1* Master Transaction Agreement, dated as of May 19, 2019, by and among DISH Network Corporation, BSS Merger Sub Inc., EchoStar Corporation, and EchoStar BSS Corporation (incorporated by reference from Exhibit 2.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed July 29, 2019). 2.2* Asset Purchase Agreement, dated as of July 26, 2019, by and among T-Mobile US, Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference from Exhibit 2.2 to the Quarterly Report on Form10-Q of DISH Network Corporation filed July 29, 2019). 2.3* First Amendment to the Asset Purchase Agreement, dated June 17, 2020, by and between DISH Network and NTM (incorporated by reference from Exhibit 99.1 of the Current Report on Form 8-K of DISH Network Corporation filed June 17, 2020). 3.1(b) Composite Amended and Restated Articles of Incorporation of DISH Network Corporation. 3.1(c)* Amended and Restated Bylaws of DISH Network Corporation (incorporated by reference from Exhibit99.1 to the Current Report on Form8-K of DISH Network Corporation filed November 7, 2019). 4.2* 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 from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed December27, 2012). 4.3* 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 from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed November21, 2014). 4.4* 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 from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed June 13, 2016). 4.5* 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 from Exhibit 4.1 to the Current Report on Form 8 K of DISH Network Corporation filed March 20, 2017). 4.6* 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 from Exhibit 4.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016). 4.7* Supplemental Indenture relating to the 5% Senior Notes due 2023 (incorporated by reference from Exhibit4.14 to the Annual Report on Form10-K of DISH DBS Corporation filed March 29, 2018). 4.8* Supplemental Indenture relating to the 5 7/8% Senior Notes due 2024 (incorporated by reference from Exhibit4.15 to the Annual Report on Form10-K of DISH DBS Corporation filed March 29, 2018). 4.9* Supplemental Indenture relating to the 7 3/4% Senior Notes due 2026 (incorporated by reference from Exhibit4.16 to the Annual Report on Form10-K of DISH DBS Corporation filed March 29, 2018). 4.10* Description of Securities (incorporated by reference from Exhibit4.16 to the Annual Report on Form10-K of DISH Network Corporation filed February 19, 2020). 4.11* Indenture, relating to the 7 3/8% Senior Notes due 2028, dated as of July 1, 2020, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed July 1, 2020). 4.12* Indenture, relating to the 0% Convertible Notes due 2025, dated as of December 21, 2020, by and between DISH Network Corporation and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed December 22, 2020). 4.13* Indenture, relating to the 5 1/8% Senior Notes due 2029, dated as of May24, 2021 among DISH DBS Corporation, the guarantors named on the signature pagesthereto and U.S. Bank, National Association, as Trustee (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed May 24, 2021). 4.14* Indenture, relating to the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and U.S. Bank National Association, as Trustee and Collateral Agent (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed November 26, 2021). 4.15* Security Agreement, dated as of November 26, 2021, among DISH DBS Corporation, the guarantors named on the signature pagesthereto and U.S. Bank National Association, as Collateral Agent (incorporated by reference from Exhibit4.2 to the Current Report on Form8-K of DISH Network Corporation filed November 26, 2021). 4.16* Loan and Security Agreement, dated as of November 26, 2021, between DISH DBS Corporation and DISH Network Corporation (incorporated by reference from Exhibit4.3 to the Current Report on Form8-K of DISH Network Corporation filed November 26, 2021). 4.17* Secured Indenture, relating to the 11.75% Senior Secured Notes due 2027, dated as of November 15, 2022, among DISH Network Corporation, the guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed January 26, 2023). 4.18* Security Agreement, dated as of November 15, 2022, among the secured guarantors named on the signature pages thereto and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference from Exhibit4.1 to the Current Report on Form8-K of DISH Network Corporation filed November 15, 2022). 10.5* 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 filed March 16, 2005). *** 10.6* 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). ** 10.7* 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). ** 10.8* 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). ** 10.9* 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). ** 10.10* 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). ** 10.11* 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). 10.12* 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). 10.13* 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). 10.14* 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). 10.15* 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). 10.16* 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). ** 10.17* 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). ** 10.18* 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). ** 10.19* 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 filed March 1, 2010). *** 10.20* 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 filed November 9, 2009). *** 10.21* 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). 10.22* 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). 10.23* 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). 10.24* 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). 10.25* 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). ** 10.26* 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 from Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.27* 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 from Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.28* 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 from Exhibit10.3 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.29* 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 from Exhibit10.4 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.30* Management Services Agreement dated September 12, 2014, between American AWS-3 Wireless II L.L.C. and Northstar Wireless, LLC (incorporated by reference from Exhibit10.5 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.31* Management Services Agreement dated September 12, 2014, between American AWS-3 Wireless III L.L.C. and SNR Wireless LicenseCo, LLC (incorporated by reference from Exhibit10.6 to the Quarterly Report on Form10-Q of DISH Network Corporation filed May 11, 2015). *** 10.32* 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 from Exhibit10.1 to the Current Report on Form8-K of DISH Network Corporation filed October 2, 2015). 10.33* 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 from Exhibit10.2 to the Current Report on Form8-K of DISH Network Corporation filed October2, 2015). 10.34* 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 from Exhibit10.3 to the Current Report on Form8-K of DISH Network Corporation filed October 2, 2015). 10.35* 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 from Exhibit10.4 to the Current Report on Form8-K of DISH Network Corporation filed October2, 2015). 10.36* Form of Base/Additional Note Hedge Transaction Confirmation (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016). 10.37* Form of Base/Additional Warrant Transaction Confirmation (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation filed August 8, 2016). 10.38* Description of the 2017 Long-Term Incentive Plan dated December2, 2016 (incorporated by reference from the Current Report on Form8-K of DISH Network Corporation filed December8, 2016). ** 10.39* 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 from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 1, 2017). *** 10.40* Second Amended and Restated Credit Agreement, dated March 31, 2018, by and among American AWS-3 Wireless II L.L.C., Northstar Wireless, LLC and Northstar Spectrum, LLC (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 8, 2018). 10.41* Second Amended and Restated Credit Agreement, dated March 31, 2018, by and among American AWS-3 Wireless III L.L.C., SNR Wireless LicenseCo, LLC and SNR Wireless HoldCo, LLC (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 8, 2018). 10.42* Second Amended and Restated Limited Liability Company Agreement of Northstar Spectrum, LLC, dated March 31, 2018, by and between Northstar Manager, LLC and American AWS-3 Wireless II L.L.C. (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 8, 2018). 10.43* Second Amended and Restated Limited Liability Company Agreement of SNR Wireless HoldCo, LLC, dated March 31, 2018, by and between SNR Wireless Management, LLC, John Muleta and American AWS-3 Wireless III L.L.C. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed May 8, 2018). 10.44* Third Amended and Restated Credit Agreement, dated June 7, 2018, by and among American AWS-3 Wireless II L.L.C., Northstar Wireless, LLC and Northstar Spectrum, LLC (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 3, 2018). 10.45* Third Amended and Restated Credit Agreement, dated June 7, 2018, by and among American AWS-3 Wireless III L.L.C., SNR Wireless LicenseCo, LLC and SNR Wireless HoldCo, LLC (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 3, 2018). 10.46* Third Amended and Restated Limited Liability Company Agreement of Northstar Spectrum, LLC, dated June 7, 2018, by and between Northstar Manager, LLC and American AWS-3 Wireless II L.L.C. (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 3, 2018). 10.47* Third Amended and Restated Limited Liability Company Agreement of SNR Wireless HoldCo, LLC, dated June 7, 2018, by and between SNR Wireless Management, LLC, John Muleta and American AWS-3 Wireless III L.L.C. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form 10-Q of DISH Network Corporation filed August 3, 2018). 10.48* Description of the 2019 Long-Term Incentive Plan dated August 17, 2018 (incorporated by reference from the Current Report on Form8-K of DISH Network Corporation filed August 23, 2018). ** 10.49* Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 6, 2020). ** 10.50* Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 6, 2020). ** 10.51* Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.3 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 6, 2020). ** 10.52* Master Network Service Agreement, dated as of July 1, 2020, by and among DISH Network Corporation, DISH Purchasing Corporation, and T-Mobile USA, Inc. (incorporated by reference from Exhibit 10.4 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 6, 2020). 10.53* License Purchase Agreement, dated as of July 1, 2020, by and among DISH Network Corporation and T-Mobile USA, Inc. (incorporated by reference from Exhibit 10.5 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 6, 2020). 10.54* Purchase Agreement dated December 30, 2020, by and among American AWS-3 Wireless II L.L.C., Northstar Manager, LLC and Northstar Spectrum, LLC (incorporated by reference from Exhibit 10.54 to the Annual Report on Form10-K of DISH Network Corporation filed February 22, 2021). 10.55* Network Services Agreement, dated as of July 14, 2021, by and among DISH Wireless L.L.C. and AT&T Mobility LLC (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November 4, 2021).*** 99.1* Department of Justice CDMA Letter to Defendants dated July 9, 2021 (incorporated by reference from Exhibit 99.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed August 9, 2021). 21 Subsidiaries of DISH Network Corporation. 22 List of Subsidiary Guarantors. 23 Consent of KPMG LLP,Independent Registered Public Accounting Firm. 24 Power of Attorney authorizing Timothy A. Messner as signatory for Charles W. Ergen, Kathleen Q. Abernathy, George R. Brokaw, Stephen J. Bye, James DeFranco, Cantey M. Ergen, Tom A. Ortolf and Joseph T. Proietti. . 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.