DISH 10-K Annual Report Dec. 31, 2023 | Alphaminr

DISH 10-K Fiscal year ended Dec. 31, 2023

DISH NETWORK CORP
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 6. [reserved]Item 7. Management S Narrative Analysis Of Results Of OperationsItem 7. Management S Narrative Analysis Of 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 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1* Asset Purchase Agreement, dated as of July26, 2019, by and among T-Mobile US,Inc., Sprint Corporation and DISH Network Corporation (incorporated by reference from Exhibit2.2 to the Quarterly Report on Form10-Q of DISH Network Corporation filed July29, 2019). 2.2* First Amendment to the Asset Purchase Agreement, dated June17, 2020, by and between DISH Network and NTM (incorporated by reference from Exhibit99.1 of the Current Report on Form8-K of DISH Network Corporation filed June17, 2020). 2.3* Amended and Restated Agreement and Plan of Merger, dated as of October2, 2023, by and among EchoStar Corporation, DISH Network Corporation and EAV Corp. (incorporated by reference from Exhibit2.1 to EchoStars Current Report on Form8-K filed on October3, 2023).* 3.1* Amended and Restated Articles of Incorporation of DISH Network Corporation (incorporated by reference from Exhibit3.1 to DISH Networks Current Report on Form8-K filed on January2, 2024). 3.2* Amended and Restated Bylaws of DISH Network Corporation (incorporated by reference from Exhibit3.2 to DISH Networks Current Report on Form8-K filed on January2, 2024). 4.1* Indenture, relating to the 5 7/8% Senior Notesdue 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). 4.2* Indenture, relating to the 7 3/4% Senior Notesdue 2026, dated as of June13, 2016, 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 June13, 2016). 4.3* Indenture, relating to the 3 3/8% Convertible Notesdue 2026, dated as of August8, 2016, 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 August8, 2016). 4.4* Indenture, relating to the 2 3/8% Convertible Notesdue 2024, dated as of March17, 2017, 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 March20, 2017). 4.5* Supplemental Indenture relating to the 5 7/8% Senior Notesdue 2024 (incorporated by reference from Exhibit4.15 to the Annual Report on Form10-K of DISH DBS Corporation filed March29, 2018). 4.6* Supplemental Indenture relating to the 7 3/4% Senior Notesdue 2026 (incorporated by reference from Exhibit4.16 to the Annual Report on Form10-K of DISH DBS Corporation filed March29, 2018). 4.7* Indenture, relating to the 7 3/8% Senior Notesdue 2028, dated as of July1, 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 July1, 2020). 4.8* Indenture, relating to the 0% Convertible Notesdue 2025, dated as of December21, 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 December22, 2020). 4.9* First Supplemental Indenture, relating to the DISH 3.375% Convertible Notes due 2026, dated as of December29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit4.2 to the Current Report on Form8-K of EchoStar Corporation filed January 2, 2024). 4.10* First Supplemental Indenture, relating to the DISH 2.375% Convertible Notes due 2024, dated as of December29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit4.4 to the Current Report on Form8-K of EchoStar Corporation filed January 2, 2024). 4.11* First Supplemental Indenture, relating to the DISH 0% Convertible Notes due 2025, dated as of December29, 2023, among DISH Network Corporation, EchoStar Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference from Exhibit4.6 to the Current Report on Form8-K of EchoStar Corporation filed January 2, 2024). 4.12* Indenture, relating to the 5 1/8% Senior Notesdue 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 May24, 2021). 4.13* Indenture, relating to the 5 1/4% Senior Secured Notesdue 2026 and the 5 3/4% Senior Secured Notesdue 2028, dated as of November26, 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 November26, 2021). 4.14* Security Agreement, dated as of November26, 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 November26, 2021). 4.15* Loan and Security Agreement, dated as of November26, 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 November26, 2021). 4.16* Secured Indenture, relating to the 11.75% Senior Secured Notesdue 2027, dated as of November15, 2022, among DISH Network Corporation, the guarantors named on the signature pagesthereto 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 January26, 2023). 4.17* Security Agreement, dated as of November15, 2022, among the secured guarantors named on the signature pagesthereto and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference from Exhibit4.2 to the Current Report on Form8-K of DISH Network Corporation filed November15, 2022). 10.2* 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). ** 10.3* 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). ** 10.4* 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). ** 10.5* 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). ** 10.6* 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). 10.7* 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). 10.8* Formof Base/Additional NoteHedge Transaction Confirmation (incorporated by reference from Exhibit10.1 to the Current Report on Form8-K of DISH Network Corporation filed August8, 2016). 10.9* Formof Base/Additional Warrant Transaction Confirmation (incorporated by reference from Exhibit10.2 to the Current Report on Form8-K of DISH Network Corporation filed August8, 2016). 10.10* 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). ** 10.11* Description of the 2019 Long-Term Incentive Plan dated August17, 2018 (incorporated by reference from the Current Report on Form8-K of DISH Network Corporation filed August23, 2018). ** 10.12* Incentive Stock Option Agreement (incorporated by reference from Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November6, 2020). ** 10.13* Non-Qualified Stock Option Agreement (incorporated by reference from Exhibit10.2 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November6, 2020). ** 10.14* Restricted Stock Unit Agreement (incorporated by reference from Exhibit10.3 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November6, 2020). ** 10.15* Master Network Service Agreement, dated as of July1, 2020, by and among DISH Network Corporation, DISH Purchasing Corporation, and T-Mobile USA,Inc. (incorporated by reference from Exhibit10.4 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November6, 2020). 10.16* License Purchase Agreement, dated as of July1, 2020, by and among DISH Network Corporation and T-Mobile USA,Inc. (incorporated by reference from Exhibit10.5 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November6, 2020). 10.17* Network Services Agreement, dated as of July14, 2021, by and among DISH Wireless L.L.C. and AT&T Mobility LLC (incorporated by reference from Exhibit10.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed November4, 2021).*** 10.19* Formof Warrant Amendment Letter Agreement (incorporated by reference from Exhibit4.8 to EchoStars Current Report on Form8-K filed on January 2, 2024). 10.20* Formof Warrant Guarantee (incorporated by reference from Exhibit4.9 to EchoStars Current Report on Form8-K filed on January 2, 2024). 10.21* Formof Note Hedge Amendment Letter Agreement (incorporated by reference from Exhibit4.11 to EchoStars Current Report on Form8-K filed on January 2, 2024). 21 Subsidiaries of DISH Network Corporation. 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. 97.1* Clawback Policy (incorporated by reference from Exhibit97.1 to the Annual Report on Form10-K of EchoStar Corporation filed on February 29, 2024). 99.1* Department of Justice CDMA Letter to Defendants dated July9, 2021 (incorporated by reference from Exhibit99.1 to the Quarterly Report on Form10-Q of DISH Network Corporation filed August9, 2021).