Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 333-31929 | ||
Entity Registrant Name | DISH DBS Corporation | ||
Entity Incorporation, State or Country Code | CO | ||
Entity Tax Identification Number | 84-1328967 | ||
Entity Address, Address Line One | 9601 South Meridian Boulevard | ||
Entity Address, City or Town | Englewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 303 | ||
Local Phone Number | 723-1000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 1,015 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Denver, Colorado | ||
Entity Central Index Key | 0001042642 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 621,975 | $ 1,373,591 |
Marketable investment securities | 282,733 | 1,670,739 |
Trade accounts receivable, net of allowance for credit losses of $40,642 and $32,861, respectively | 660,808 | 601,553 |
Inventory | 307,411 | 292,099 |
Other current assets | 176,935 | 270,417 |
Total current assets | 2,049,862 | 4,208,399 |
Noncurrent Assets: | ||
Restricted cash, cash equivalents and marketable investment securities | 53,525 | 55,027 |
Property and equipment, net | 990,886 | 1,233,180 |
FCC authorizations | 611,794 | 611,794 |
Other investment securities | 93,806 | 99,606 |
Operating lease assets | 130,454 | 220,089 |
Note receivable - DISH Network (Note 17) | 7,160,116 | 5,250,000 |
Interest receivable - DISH Network (Note 17) | 36,912 | 31,840 |
Other noncurrent assets, net | 116,026 | 152,747 |
Total noncurrent assets | 9,193,519 | 7,654,283 |
Total assets | 11,243,381 | 11,862,682 |
Current Liabilities: | ||
Trade accounts payable | 385,899 | 522,523 |
Deferred revenue and other | 555,151 | 602,521 |
Accrued programming | 1,298,777 | 1,376,770 |
Accrued interest | 180,823 | 239,571 |
Other accrued expenses | 644,574 | 588,201 |
Current portion of long-term debt and finance lease obligations (Note 8) | 1,484,101 | 2,042,641 |
Total current liabilities | 4,549,325 | 5,372,227 |
Long-Term Obligations, Net of Current Portion: | ||
Long-term debt and finance lease obligations, net of current portion (Note 8) | 11,761,407 | 13,294,988 |
Deferred tax liabilities | 352,748 | 469,418 |
Operating lease liabilities | 75,142 | 83,725 |
Long-term deferred revenue and other long-term liabilities | 209,288 | 197,147 |
Total long-term obligations, net of current portion | 12,398,585 | 14,045,278 |
Total liabilities | 16,947,910 | 19,417,505 |
Commitments and Contingencies (Note 12) | ||
Stockholder's Equity (Deficit): | ||
Common stock, $.01 par value, 1,000,000 shares authorized, 1,015 shares issued and outstanding | ||
Additional paid-in capital | 1,532,906 | 1,492,174 |
Accumulated other comprehensive income (loss) | (2,445) | (1,262) |
Accumulated earnings (deficit) | (7,234,990) | (9,045,735) |
Total stockholder's equity (deficit) | (5,704,529) | (7,554,823) |
Total liabilities and stockholder's equity (deficit) | $ 11,243,381 | $ 11,862,682 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Allowance for credit losses | $ 40,642 | $ 32,861 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 1,015 | 1,015 |
Common stock, shares outstanding | 1,015 | 1,015 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 12,378,208 | $ 12,761,863 | $ 12,727,629 |
Costs and Expenses (exclusive of depreciation): | |||
Cost of services | 7,527,563 | 7,852,934 | 7,916,036 |
Cost of sales - equipment and other | 79,905 | 87,578 | 104,470 |
Selling, general and administrative expenses | 1,593,723 | 1,442,897 | 1,440,553 |
Depreciation and amortization | 354,361 | 439,004 | 504,638 |
Total costs and expenses | 9,555,552 | 9,822,413 | 9,965,697 |
Operating income (loss) | 2,822,656 | 2,939,450 | 2,761,932 |
Other Income (Expense): | |||
Interest income | 440,412 | 36,458 | 3,548 |
Interest expense, net of amounts capitalized | (871,530) | (683,803) | (682,506) |
Other, net | 4,466 | (820) | 1,686 |
Total other income (expense) | (426,652) | (648,165) | (677,272) |
Income (loss) before income taxes | 2,396,004 | 2,291,285 | 2,084,660 |
Income tax (provision) benefit, net | (585,259) | (554,413) | (500,358) |
Net income (loss) | 1,810,745 | 1,736,872 | 1,584,302 |
Comprehensive Income (Loss): | |||
Net income (loss) | 1,810,745 | 1,736,872 | 1,584,302 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (1,245) | (402) | (401) |
Unrealized holding gains (losses) on available-for-sale debt securities | 107 | (122) | 2 |
Deferred income tax (expense) benefit, net | (45) | 67 | 43 |
Total other comprehensive income (loss), net of tax | (1,183) | (457) | (356) |
Comprehensive income (loss) | 1,809,562 | 1,736,415 | 1,583,946 |
Service revenue | |||
Revenue: | |||
Total revenue | 12,273,150 | 12,649,285 | 12,576,470 |
Equipment sales and other revenue | |||
Revenue: | |||
Total revenue | $ 105,058 | $ 112,578 | $ 151,159 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) $ in Thousands | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings (Deficit) | Total |
Balance at Dec. 31, 2019 | $ 1,432,736 | $ (449) | $ (12,366,909) | $ (10,934,622) |
Increase (Decrease) in Stockholder's Equity | ||||
Non-cash, stock-based compensation | 30,671 | 30,671 | ||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | 2 | 2 | ||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | 43 | 43 | ||
Foreign currency translation | (401) | (401) | ||
Net income (loss) | 1,584,302 | 1,584,302 | ||
Balance at Dec. 31, 2020 | 1,463,407 | (805) | (10,782,607) | (9,320,005) |
Increase (Decrease) in Stockholder's Equity | ||||
Non-cash, stock-based compensation | 11,830 | 11,830 | ||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | (122) | (122) | ||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | 67 | 67 | ||
Sale of assets to DISH Network, net of deferred taxes of $2,292 | 16,937 | 16,937 | ||
Foreign currency translation | (402) | (402) | ||
Net income (loss) | 1,736,872 | 1,736,872 | ||
Balance at Dec. 31, 2021 | 1,492,174 | (1,262) | (9,045,735) | (7,554,823) |
Increase (Decrease) in Stockholder's Equity | ||||
Non-cash, stock-based compensation | 40,732 | 40,732 | ||
Change in unrealized holding gains (losses) on available-for-sale debt securities, net | 107 | 107 | ||
Deferred income tax (expense) benefit attributable to other comprehensive income (loss) | (45) | (45) | ||
Foreign currency translation | (1,245) | (1,245) | ||
Net income (loss) | 1,810,745 | 1,810,745 | ||
Balance at Dec. 31, 2022 | $ 1,532,906 | $ (2,445) | $ (7,234,990) | $ (5,704,529) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) | |
Sale of assets to DISH Network, net of deferred taxes | $ 2,292 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | |||
Net income (loss) | $ 1,810,745 | $ 1,736,872 | $ 1,584,302 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | |||
Depreciation and amortization | 354,361 | 439,004 | 504,638 |
Realized and unrealized losses (gains) on investments and other | 922 | 3,587 | |
Non-cash, stock-based compensation | 40,732 | 11,830 | 30,671 |
Deferred tax expense (benefit) | (116,715) | (41,304) | 13,114 |
Changes in allowance for credit losses | 7,781 | (10,372) | 23,953 |
Other, net | 63,194 | 51,842 | 4,709 |
Non-cash interest income - DISH Network | (415,188) | ||
Changes in current assets and current liabilities: | |||
Trade accounts receivable | (67,036) | 24,037 | (81,649) |
Inventory | (11,143) | (38,405) | 32,916 |
Other current assets | 93,482 | 2,538 | (108,188) |
Trade accounts payable | (145,552) | 206,862 | 49,244 |
Deferred revenue and other | (47,370) | (64,705) | (6,853) |
Accrued programming and other accrued expenses | (840) | 28,276 | (167,399) |
Net cash flows from operating activities | 1,567,373 | 2,350,062 | 1,879,458 |
Cash Flows From Investing Activities: | |||
(Purchases) Sales and maturities of marketable investment securities, net | 1,388,113 | (1,538,268) | (132,591) |
Purchases of property and equipment | (122,477) | (156,860) | (298,566) |
Proceeds from sale of assets to DISH Network, net of tax | 60,369 | ||
Notes receivable - DISH Network | (1,500,000) | (5,250,000) | |
Other, net | 5,313 | 8,572 | 8,851 |
Net cash flows from investing activities | (229,051) | (6,876,187) | (422,306) |
Cash Flows From Financing Activities: | |||
Repayment of long-term debt and finance lease obligations | (33,713) | (54,162) | (54,438) |
Redemption and repurchases of senior notes | (2,056,821) | (2,000,000) | (1,100,000) |
Proceeds from issuance of senior notes | 6,750,000 | 1,000,000 | |
Debt issuance costs | (34,459) | (1,670) | |
Advances to/from affiliates | (82,415) | ||
Other, net | (906) | (3,368) | |
Net cash flows from financing activities | (2,091,440) | 4,658,011 | (238,523) |
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents | (753,118) | 131,886 | 1,218,629 |
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period (Note 4) | 1,428,618 | 1,296,732 | 78,103 |
Cash, cash equivalents, restricted cash and cash equivalents, end of period (Note 4) | $ 675,500 | $ 1,428,618 | $ 1,296,732 |
Organization and Business Activ
Organization and Business Activities | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business Activities | |
Organization and Business Activities | 1. Organization and Business Activitie s Principal Business DISH DBS Corporation (which together with its subsidiaries is referred to as “DISH DBS,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context) is a holding company and an indirect, wholly-owned subsidiary of DISH Network Corporation (“DISH Network”). DISH DBS was formed under Colorado law in January 1996 and its common stock is held by DISH Orbital Corporation (“DOC”), a direct subsidiary of DISH Network. Our subsidiaries operate one business segment. Pay-TV We offer pay-TV services under the DISH ® brand and the SLING ® brand (collectively “Pay-TV” services). The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”). We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers. The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international and Latino video programming services (“SLING TV”). As of December 31, 2022, we had 9.750 million Pay-TV subscribers in the United States, including 7.416 million DISH TV subscribers and 2.334 million SLING TV subscribers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include all balances and results of operations of DISH DBS and our consolidated subsidiaries. We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience and other reasonable assumptions in accounting for, among other things, allowances for credit losses, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under DISH Network’s stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, relative standalone selling prices of performance obligations , finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses and subscriber lives. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. Cash and Cash Equivalents We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2022 and 2021 may consist of money market funds, government bonds, corporate notes and commercial paper. The cost of these investments approximates their fair value. Marketable Investment Securities All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “ Stockholder’s Equity (Deficit) ,” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We evaluate our debt investment portfolio to determine whether declines in the fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. Trade Accounts Receivable Trade accounts receivable are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions. In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools identified by management include, but are not limited to residential customers, commercial customers and advertising services. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in the unemployment rate, external economic forecasts and current collection rates. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead. Net realizable value is calculated as the estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the inventory. Property and Equipment Property and equipment are stated at cost less depreciation and impairment losses, if any. Our set-top boxes are generally capitalized when they are installed in customers’ homes. If a satellite were to fail while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from two . Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized. Costs related to the procurement and development of software for internal-use are capitalized and amortized using the straight-line method over the estimated useful life of the software. Impairment of Long-Lived Assets and Finite-Lived Intangible Assets We review our long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that have finite lives are amortized over their estimated useful lives. For assets which are held and used in operations, the asset would be impaired if the carrying amount of the asset (or asset group) exceeded its undiscounted future net cash flows. Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount. DBS Satellites We currently evaluate our DBS satellite fleet for impairment as one asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2022 and 2021. Indefinite-Lived Intangible Assets and Goodwill We do not amortize indefinite-lived intangible assets and goodwill but test these assets for impairment annually during the fourth quarter or more often if indicators of impairment arise. We have the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, we may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. Our intangible assets with indefinite lives primarily consist of FCC licenses. Generally, we have determined that our FCC licenses have indefinite useful lives due to the following: ● FCC licenses are a non-depleting asset; ● existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely; ● replacement DBS satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment; ● maintenance expenditures to obtain future cash flows are not significant; ● FCC licenses are not technologically dependent; and ● we intend to use these assets indefinitely. DBS Licenses We combine all of our indefinite-lived DBS licenses that we currently utilize or plan to utilize in the future into a single unit of accounting. For 2022, 2021 and 2020, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of the DBS licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations, and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the DBS licenses exceeds its carrying amount. As such, no further analysis was required. Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date. In conducting our annual impairment test for 2022, 2021 and 2020, we performed a qualitative assessment, which considered several factors, including, among others, macroeconomic conditions, industry and market conditions, and relevant company specific events and perception of the market. In contemplating all factors in their totality, we determined that the fair value was in excess of the carrying amount. Business Combinations When we acquire a business, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition-date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately 13 Long-Term Deferred Revenue and Other Long-Term Liabilities Certain programmers provide us up-front payments. Such amounts are deferred and recognized as reductions to “Cost of services” on a straight-line basis over the relevant remaining contract term (generally up to ). The current and long-term portions of these deferred credits are recorded on our Consolidated Balance Sheets in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities,” respectively. Sales Taxes We account for sales taxes imposed on our goods and services on a net basis on our Consolidated Statements of Operations and Comprehensive Income (Loss). Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity. Income Taxes We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized. From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss). Fair Value Measurements We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value: ● Level 1, defined as observable inputs being quoted prices in active markets for identical assets; ● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of December 31, 2022 and 2021, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. See Note 4 for the fair value of our marketable investment securities. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 8 for the fair value of our long-term debt. Deferred Debt Issuance Costs and Debt Discounts Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. Any debt discount is deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. See Note 8 for further information. Revenue Recognition Our revenue is primarily derived from Pay-TV subscriber revenue. We also generate revenue from equipment rental fees and other hardware related fees, including DVRs and fees from subscribers with multiple receivers; advertising services; fees earned from our in-home service operations; warranty services; sales of digital receivers and related equipment to third-party pay-TV providers; satellite uplink and telemetry, tracking and control (“TT&C”) services; and revenue from in-home services. See Note 14 Our residential video subscribers contract for individual services or combinations of services, as discussed above, the majority of which are generally distinct and are accounted for as separate performance obligations. We consider our installations for first time DISH TV subscribers to be a service. However, since we provide a significant integration service combining the installation with programming services, we have concluded that the installation is not distinct from programming and thus the installation and programming services are accounted for as a single performance obligation. We generally satisfy these performance obligations and recognize revenue as the services are provided, for example as the programming is broadcast to subscribers, as this best represents the transfer of control of the services to the subscriber. In cases where a subscriber is charged certain nonrefundable upfront fees, those fees are generally considered to be material rights to the subscriber related to the subscriber’s option to renew without having to pay an additional fee upon renewal. These fees are deferred and recognized over the estimated period of time during which the fee remains material to the customer, which we estimate to be less than . Revenues arising from our in-home services that are separate from the initial installation, such as mounting a TV on a subscriber’s wall, are generally recognized when these services are performed. For our residential video subscribers, we have concluded that the contract term under Accounting Standard Codification Topic 606, Revenue from Contracts with Customers Revenues from our advertising services are typically recognized as the advertisements are broadcast. Sales of equipment to subscribers or other third parties are recognized when control is transferred under the contract. Revenue from our commercial video subscribers typically follows the residential model described above, with the exception that the contract term for most of our commercial subscribers exceeds one month and can be multiple years in length. However, commercial subscribers typically do not receive time-limited discounts or free service periods and accordingly, while they may have multiple performance obligations, revenue is equal to the amount billed in a given month. Contract Balances The timing of revenue recognition generally differs from the timing of invoicing to customers. When revenue is recognized prior to invoicing, we record a receivable. When revenue is recognized subsequent to invoicing, we record deferred revenue. Our residential video subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. We do not adjust the amount of consideration for financing impacts as we apply a practical expedient when we anticipate that the period between transfer of goods and services and eventual payment for those goods and services will be less than one year. See Note 15 for further information, including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers. Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber We recognize an asset for the incremental costs of obtaining a contract with a subscriber if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life. During the years ended December 31, 2022, 2021 and 2020, we capitalized $87 million, $117 million and $162 million, respectively, under these programs. The amortization expense related to these programs was $155 million, $158 million and $123 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, we had a total of $230 million and $298 million, respectively, capitalized on our Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Leases We enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one within . For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise. We determine if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. Operating leases are included in “Operating lease assets,” “Other accrued expenses” and “Operating lease liabilities” on our Consolidated Balance Sheets. Finance leases are included in “Property and equipment, net,” “Current portion of long-term debt and finance lease obligations” and “Long-term debt and finance lease obligations, net of current portion” on our Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 7 for further information on our lease expenses. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate plus a credit spread as secured by our assets. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Our variable lease payments are immaterial and our lease agreements do not contain any material residual value guarantees or material restrictive covenants. DISH TV subscribers have the choice of leasing or purchasing the satellite receiver and other equipment necessary to receive our DISH TV services. Most of our new DISH TV subscribers choose to lease equipment and thus we retain title to such equipment. Equipment leased to new and existing DISH TV subscribers is capitalized and depreciated over their estimated useful lives. For equipment leased to new and existing DISH TV subscribers, we made an accounting policy election to combine the equipment with our programming services as a single performance obligation in accordance with the revenue recognition guidance as the programming services are the predominant component. The revenue related to equipment leased to new and existing DISH TV subscribers would have otherwise been accounted for as an operating lease. Cost of Services “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV services. The cost of television programming distribution rights is generally incurred on a per subscriber basis and various upfront carriage payments are recognized when the related programming is distributed to subscribers. Long-term flat rate programming contracts are generally charged to expense using the straight-line method over the term of the agreement. The cost of television programming rights to distribute live sporting events for a season or tournament is charged to expense using the straight-line method over the course of the season or tournament. Cost of Sales – Equipment and Other “Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes the cost of non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. Advertising Costs We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled Research and Development Research and development costs are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled New Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our consolidated financial statements. |
Supplemental Data - Statements
Supplemental Data - Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Data - Statements of Cash Flows | |
Supplemental Data - Statements of Cash Flows | 3. Supplemental Data - Statements of Cash Flows The following table presents certain supplemental cash flow and other non-cash data. See Note 7 for supplemental cash flow and non-cash data related to leases. For the Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid for interest $ 899,382 $ 636,934 $ 632,506 Cash received for interest 20,967 4,263 3,548 Cash paid for income taxes 31,896 38,411 22,968 Cash paid for income taxes to DISH Network 489,819 562,268 473,793 Vendor financing — 164 — Our parent, DISH Network, provides a centralized system for the management of our cash and marketable investment securities as it does for all of its subsidiaries to, among other reasons, maximize yield of the portfolio. As a result, the cash and marketable investment securities included on our Consolidated Balance Sheets are a component or portion of the overall cash and marketable investment securities portfolio included on DISH Network’s Consolidated Balance Sheets and are managed by DISH Network. We are reflecting the purchases and sales of marketable investment securities on a net basis for each period presented on our Consolidated Statements of Cash Flows as we believe the net presentation is more meaningful to our cash flows from investing activities. |
Marketable Investment Securitie
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | 4. Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities Our marketable investment securities, restricted cash and cash equivalents, and other investment securities consisted of the following: As of December 31, 2022 2021 (In thousands) Marketable investment securities: Current marketable investment securities $ 282,733 $ 1,670,739 Restricted cash and cash equivalents (1) 53,525 55,027 Other investment securities: Other investment securities 93,806 99,606 Total marketable investment securities, restricted cash and cash equivalents, and other investment securities $ 430,064 $ 1,825,372 (1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash, cash equivalents and marketable investment securities” on our Consolidated Balance Sheets. Marketable Investment Securities Our marketable investment securities portfolio may consist of debt and equity instruments. All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “Stockholder’s Equity (Deficit),” net of related deferred income tax on our Consolidated Balance Sheets. The corresponding changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 for further information. Current Marketable Investment Securities Our current marketable investment securities portfolio can include investments in various debt instruments including, among others, commercial paper, corporate securities and United States treasury and/or agency securities. Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days . Corporate securities consist of debt instruments issued by corporations with various maturities normally less than . U.S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies. Restricted Cash, Cash Equivalents and Marketable Investment Securities As of December 31, 2022 and 2021, our restricted marketable investment securities, together with our restricted cash and cash equivalents, included amounts required as collateral for our letters of credit and trusts. Other Investment Securities We have strategic investments in certain debt and/or equity securities that are included in noncurrent “Other investment securities” on our Consolidated Balance Sheets. Our debt securities are classified as available-for-sale and our equity securities are accounted for using the equity method of accounting or recorded at fair value. Certain of our equity method investments are detailed below. NagraStar L.L.C. We own a interest in NagraStar L.L.C. (“NagraStar”), a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. Invidi Technologies Corporation . In November 2016, we, AT&T Inc., and Cavendish Square Holding B.V., an affiliate of WPP plc, entered into a series of agreements to acquire Invidi Technologies Corporation (“Invidi”), an entity that provides proprietary software for the addressable advertising market. Our ability to realize value from our strategic investments in securities that are not publicly traded depends on, among other things, the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans. Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them, we will not be able to obtain fair value for them. Fair Value Measurements Our investments measured at fair value on a recurring basis were as follows: As of December 31, 2022 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents (including restricted) $ 650,523 $ 99,437 $ 551,086 $ — $ 1,404,505 $ 60,085 $ 1,344,420 $ — Debt securities (including restricted): U.S. Treasury and agency securities $ 7,727 $ 7,727 $ — $ — $ — $ — $ — $ — Commercial paper 227,787 — 227,787 — 1,413,134 — 1,413,134 — Corporate securities 46,764 — 46,764 — 254,631 — 254,631 — Other 455 — 455 — 2,974 — 2,974 — Total $ 282,733 $ 7,727 $ 275,006 $ — $ 1,670,739 $ — $ 1,670,739 $ — As of December 31, 2022, restricted and non-restricted marketable investment securities included debt securities of $283 million with contractual maturities within one year. Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity. Gains and Losses on Sales and Changes in Carrying Amounts of Investments and Other “Other, net” within “Other Income (Expense)” included on our Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows: For the Years Ended December 31, Other, net: 2022 2021 2020 (In thousands) Costs related to early redemption of debt $ (922) $ (3,587) $ — Equity in earnings (losses) of affiliates 4,112 2,520 653 Other 1,276 247 1,033 Total $ 4,466 $ (820) $ 1,686 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Inventory | 5. Inventory Inventory consisted of the following: As of December 31, 2022 2021 (In thousands) Finished goods $ 252,939 $ 246,723 Work-in-process and service repairs 19,351 19,074 Raw materials 35,121 26,302 Total inventory $ 307,411 $ 292,099 |
Property and Equipment and Inta
Property and Equipment and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment and Intangible Assets | |
Property and Equipment and Intangible Assets | 6. Property and Equipment and Intangible Assets Property and Equipment Property and equipment consisted of the following: Depreciable Life As of December 31, (In Years) 2022 2021 (In thousands) Equipment leased to customers 2-5 $ 1,309,737 $ 1,518,880 EchoStar XV 15 277,658 277,658 EchoStar XVIII 15 411,255 411,255 Satellites acquired under finance lease agreements 15 174,685 398,107 Furniture, fixtures, equipment and other 2-20 1,054,619 1,047,966 Software 3-5 859,911 834,644 Buildings and improvements 5-40 295,375 292,840 Land - 12,505 12,505 Construction in progress - 35,326 37,339 Total property and equipment 4,431,071 4,831,194 Accumulated depreciation (3,440,185) (3,598,014) Property and equipment, net $ 990,886 $ 1,233,180 Depreciation and amortization expense consisted of the following: For the Years Ended December 31, 2022 2021 2020 (In thousands) Equipment leased to customers $ 191,712 $ 244,735 $ 290,006 Satellites 84,016 95,187 95,187 Buildings, furniture, fixtures, equipment and other 78,633 99,082 119,445 Total depreciation and amortization $ 354,361 $ 439,004 $ 504,638 Cost of sales and operating expense categories included in our accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) do not include depreciation expense related to satellites or equipment leased to customers. Satellites We currently utilize ten satellites in geostationary orbit approximately 22,300 miles above the equator, two of which we own and depreciate over their estimated useful life. We currently utilize certain capacity on satellite that we lease from EchoStar, which are accounted for as operating leases, except for Nimiq 5 which is accounted for as a financing lease and is depreciated over its economic life. We also lease satellites from third parties: the Ciel II satellite, which is accounted for as an operating lease and the Anik F3 satellite, which was accounted for as a finance lease until April 2022 and was fully depreciated. During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease. As of December 31, 2022, our pay-TV satellite fleet consisted of the following: Degree Launch Orbital Lease Satellites Date Location Termination Date Owned: EchoStar XV July 2010 61.5 N/A EchoStar XVIII June 2016 61.5 N/A Leased from EchoStar: EchoStar IX August 2003 121 December 2022 Leased from DISH Network (1): EchoStar X February 2006 110 February 2024 EchoStar XI July 2008 110 September 2023 EchoStar XIV March 2010 119 February 2024 EchoStar XVI November 2012 61.5 January 2024 Nimiq 5 September 2009 72.7 September 2023 Leased from Other Third Party: Anik F3 (2) April 2007 118.7 April 2025 Ciel II December 2008 129 July 2023 (1) See Note 17 for further information on our Related Party Transactions with DISH Network. (2) During April 2022, we extended the Anik F3 satellite lease for an additional two years with an option to renew for one additional year to April 2025. EchoStar XXIII, which is owned by DISH Network, commenced commercial operations at the 110 degree orbital location on February 15, 2023. At that time, we began leasing EchoStar XXIII from DISH Network replacing EchoStar XI, which became an in-orbit spare. Satellite Anomalies Operation of our DISH TV services requires that we have adequate satellite transmission capacity for the programming that we offer. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. 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 owned or leased satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of critical programming or a significant delay in our plans to expand programming as necessary to remain competitive and thus may have a material adverse effect on our business, financial condition and results of operations. In the past, certain of our owned and leased satellites have experienced anomalies, some of which have had a significant adverse impact on their remaining useful life and/or commercial operation. There can be no assurance that future anomalies will not impact the remaining useful life and/or commercial operation of any of the owned and leased satellites in our fleet. See Note 2 for further information on evaluation of impairment. There can be no assurance that we can recover critical transmission capacity in the event one or more of our owned or leased in-orbit satellites were to fail. We generally do not carry commercial launch or in-orbit insurance on any of the satellites that we own and therefore, we will bear the risk associated with any uninsured launch or in-orbit satellite failures. Intangible Assets As of December 31, 2022 and 2021, our identifiable intangibles subject to amortization consisted of the following: As of December 31, 2022 2021 Intangible Accumulated Intangible Accumulated Assets Amortization Assets Amortization (In thousands) Technology-based $ 58,162 $ (55,079) $ 58,162 $ (54,535) Trademarks 18,251 (17,050) 18,251 (16,928) Contract-based 4,500 (4,500) 4,500 (4,500) Customer relationships 23,632 (23,632) 23,632 (23,632) Total $ 104,545 $ (100,261) $ 104,545 $ (99,595) These identifiable intangibles are included in “Other noncurrent assets, net” on our Consolidated Balance Sheets. Amortization of these intangible assets is recorded on a straight-line basis over an average finite useful life primarily ranging from approximately 13 . Amortization was Estimated future amortization of our identifiable intangible assets as of December 31, 2022 is as follows (in thousands): For the Years Ended December 31, 2023 $ 654 2024 654 2025 654 2026 654 2027 654 Thereafter 1,014 Total $ 4,284 As of December 31, 2022 and 2021, we had goodwill of $6 million, which is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets. FCC Authorizations As of December 31, 2022 and 2021, our FCC Authorizations consisted of the following: As of December 31, 2022 2021 (In thousands) DBS Licenses $ 611,794 $ 611,794 Total $ 611,794 $ 611,794 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 7. Leases We enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one some of within . For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise. During the fourth quarter of 2021, our QuetzSat-1 operating lease expired. Through the first quarter of 2022, our Anik F3 satellite was accounted for as a finance lease. However, during April 2022, we extended our Anik F3 lease and as a result, it is currently accounted for as an operating lease. Nimiq 5 is accounted for as a finance lease. Substantially all of our remaining leases are accounted for as operating leases, including the remainder of our satellite fleet. The components of lease expense were as follows: For the Years Ended December 31, 2022 2021 2020 (In thousands) Operating lease cost (1) $ 166,599 $ 217,635 $ 246,523 Short-term lease cost (1)(2) 74,514 33,456 11,409 Finance lease cost: Amortization of right-of-use assets (3) 38,322 49,496 49,496 Interest on lease liabilities (3) 8,566 13,122 17,595 Total finance lease cost (3) 46,888 62,618 67,091 Total lease costs $ 288,001 $ 313,709 $ 325,023 (1) The decrease in operating lease cost primarily related to the QuetzSat-1 lease, which expired in November 2021. In addition, our EchoStar XI and EchoStar X satellites were reclassified to “Short-term lease costs.” (2) Leases that have terms of 12 months or less. (3) The decrease in finance lease cost is primarily related to the Anik F3 finance lease which was extended in April 2022 and as a result is currently accounted for as an operating lease. Supplemental cash flow information related to leases was as follows : For the Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 138,318 $ 213,135 $ 247,413 Operating cash flows from finance leases $ 6,733 $ 13,002 $ 17,595 Financing cash flows from finance leases $ 31,030 $ 51,608 $ 49,231 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 74,317 $ 22,780 $ 37,899 Finance leases $ — $ — $ — Supplemental balance sheet information related to leases was as follows: As of December 31, 2022 2021 (In thousands) Operating Leases: Operating lease assets $ 130,454 $ 220,089 Other current liabilities $ 60,203 $ 139,492 Operating lease liabilities 75,142 83,725 Total operating lease liabilities $ 135,345 $ 223,217 Finance Leases: Property and equipment, gross $ 175,704 $ 399,126 Accumulated depreciation (115,469) (300,569) Property and equipment, net $ 60,235 $ 98,557 Other current liabilities $ 38,102 $ 39,957 Other long-term liabilities 31,104 69,207 Total finance lease liabilities $ 69,206 $ 109,164 Weighted Average Remaining Lease Term: Operating leases 3.7 years 3.0 years Finance leases 1.8 years 2.6 years Weighted Average Discount Rate: Operating leases 7.2% 8.2% Finance leases 10.0% 9.9% Maturities of lease liabilities as of December 31, 2022 were as follows: Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 $ 66,536 $ 42,950 $ 109,486 2024 33,037 32,146 65,183 2025 18,509 — 18,509 2026 11,058 — 11,058 2027 6,814 — 6,814 Thereafter 23,408 — 23,408 Total lease payments 159,362 75,096 234,458 Less: Imputed interest (24,017) (5,890) (29,907) Total 135,345 69,206 204,551 Less: Current portion (60,203) (38,102) (98,305) Long-term portion of lease obligations $ 75,142 $ 31,104 $ 106,246 |
Long-Term Debt and Finance Leas
Long-Term Debt and Finance Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt and Finance Lease Obligations | |
Long-Term Debt and Finance Lease Obligations | 8. Long-Term Debt and Finance Lease Obligations Fair Value of our Long-Term Debt The following table summarizes the carrying amount and fair value of our debt facilities as of December 31, 2022 and 2021: As of December 31, 2022 2021 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 5 7/8% Senior Notes due 2022 (1) $ — $ — $ 2,000,000 $ 2,039,700 5% Senior Notes due 2023 (2) 1,443,179 1,441,635 1,500,000 1,541,670 5 7/8% Senior Notes due 2024 2,000,000 1,870,940 2,000,000 2,060,180 7 3/4% Senior Notes due 2026 2,000,000 1,620,280 2,000,000 2,122,700 5 1/4% Senior Secured Notes due 2026 (3) 2,750,000 2,336,813 2,750,000 2,792,900 7 3/8% Senior Notes due 2028 1,000,000 708,320 1,000,000 1,017,060 5 3/4% Senior Secured Notes due 2028 (3) 2,500,000 2,013,675 2,500,000 2,520,650 5 1/8% Senior Notes due 2029 1,500,000 976,755 1,500,000 1,365,645 Other notes payable 18,329 18,329 21,012 21,012 Subtotal 13,211,508 $ 10,986,747 15,271,012 $ 15,481,517 Unamortized deferred financing costs and debt discounts, net (35,206) (42,547) Finance lease obligations (4) 69,206 109,164 Total long-term debt and finance lease obligations (including current portion) $ 13,245,508 $ 15,337,629 (1) As of July 15, 2022, we had repurchased or redeemed the principal balance of our 5 7/8% Senior Notes due 2022. (2) During the year ended December 31, 2022, we repurchased approximately $57 million of our 5% Senior Notes due 2023 in open market trades. The remaining balance of approximately $1.443 billion matured and was redeemed on March 15, 2023 . Our 5 % Senior Notes due 2023 had been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022. (3) The net proceeds from the offering of our Senior Secured Notes (defined herein) were used to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “Intercompany Loan”) between us and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. See Note 17 Related Party Transactions for further information. (4) Disclosure regarding fair value of finance leases is not required. We estimated the fair value of our publicly traded long-term debt using market prices in less active markets (Level 2). Unsecured Senior Notes Our Senior Notes are: ● general unsecured senior obligations of DISH DBS; ● ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future unsecured senior debt; and ● ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness. The indentures related to our Senior Notes contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to: ● incur additional debt; ● pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; ● make certain investments; ● create liens or enter into sale and leaseback transactions; ● enter into transactions with affiliates; ● merge or consolidate with another company; and ● transfer or sell assets. In the event of a change of control, as defined in the related indentures, we would be required to make an offer to repurchase all or any part of a holder’s Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase. 5% Senior Notes due 2023 On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5% Senior Notes due March 15, 2023. On May 9, 2013, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. The 5% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. 5 7/8% Senior Notes due 2024 On November 20, 2014, we issued $2.0 billion aggregate principal amount of our ten-year 5 7/8% Senior Notes due November 15, 2024. On January 29, 2015, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 5 7/8% The 5 7/8% 7 3/4% Senior Notes due 2026 On June 13, 2016, we issued $2.0 billion aggregate principal amount of our ten-year 7 3/4% Senior Notes due July 1, 2026. On October 3, 2016, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. Interest accrues at an annual rate of 7 3/4% and is payable semi-annually in cash, in arrears on January 1 and July 1 of each year. The 7 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid interest. 7 3/8% Senior Notes due 2028 On July 1, 2020, we issued $1.0 billion aggregate principal amount of our 7 3/8% Senior Notes due July 1, 2028. On September 29, 2020, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. 7 3/8% The 7 3/8% 7 3/8% 5 1/8% Senior Notes due 2029 On May 24, 2021, we issued $1.5 billion aggregate principal amount of our 5 1/8% Senior Notes due June 1, 2029. On August 30, 2021, we completed an exchange offer in which we exchanged substantially all of the notes for a like principal amount of notes with identical terms, except that such new notes have been registered under the Securities Act. We did not receive any proceeds in the exchange offer. 5 1/8% The 5 1/8% 5 1/8% Senior Secured Notes Our Senior Secured Notes are: ● general senior secured obligations of DISH DBS; ● secured by security interests in substantially all existing and future tangible and intangible assets of DISH DBS and its principal operating subsidiaries on a first priority basis, subject to certain exceptions; ● ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future senior debt; ● ranked senior in right of payment and effectively senior to any of DISH DBS’ and the guarantors’ junior lien or unsecured debt to the extent of the value of the pledged collateral that secures the Senior Secured Notes; and ● ranked effectively junior to DISH DBS’ and the guarantors’ obligations that are secured by assets that are not part of the pledged collateral that secures the Senior Secured Notes, to the extent of the value of such assets. The indenture related to our Senior Secured Notes contain restrictive covenants that, among other things, impose limitations on the ability of DISH DBS and its restricted subsidiaries to: ● incur additional debt; ● pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock; ● make certain investments; ● create liens or enter into sale and leaseback transactions; ● enter into transactions with affiliates; ● merge or consolidate with another company; and ● transfer or sell assets. In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s Senior Secured Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase. The net proceeds from the offering of our Senior Secured Notes were used to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with future advances to DISH Network, the “Intercompany Loan”) between us and DISH Network in order to finance the potential purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. We may make additional advances to DISH Network under the Intercompany Loan, and on February 11, 2022, we advanced an additional billion to DISH Network under the Intercompany Loan. The Intercompany Loan is secured by (i) the cash proceeds of the loan and (ii) an interest in any wireless spectrum licenses acquired using such proceeds. In certain cases, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. The Intercompany Loan is not included as collateral for the Senior Secured Notes, and the Senior Secured Notes are subordinated to our existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security for the Intercompany Loan. The initial cash proceeds of the Intercompany Loan were paid to the FCC by DISH Network in connection with DISH Network’s wholly-owned subsidiary Weminuche L.L.C.’s (“Weminuche”) winning bids in the FCC’s auction for the Flexible-Use Service Licenses in the 3.45–3.55 GHz band (“Auction 110”). As a result, the Intercompany Loan is secured by Weminuche’s interest in the wireless spectrum licenses acquired in Auction 110 with such cash proceeds. 5 1/4% Senior Secured Notes due 2026 On November 26, 2021, we issued $2.750 billion aggregate principal amount of our 5 1/4% Senior Secured Notes due December 1, 2026. Interest accrues at an annual rate of 5 1/4% The 5 1/4% 5 1/4% Prior to December 1, 2024, we may also redeem up to 5 1/4% Senior Secured Notes due 2026 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions. At 5 1/4% 5 3/4% Senior Secured Notes due 2028 On November 26, 2021, we issued $2.5 billion aggregate principal amount of our 5 3/4% Senior Secured Notes due December 1, 2028. Interest accrues at an annual rate of 5 3/4% The 5 3/4% 5 3/4% Prior to December 1, 2024, we may also redeem up to 5 3/4% Senior Secured Notes due 2028 at a specified premium with the net cash proceeds from certain equity offerings or capital contributions. At 5 3/4% Interest on Long-Term Debt Annual Semi-Annual Debt Service Payment Dates Requirements (In thousands) 5% Senior Notes due 2023 (1) March 15 and September 15 $ 75,000 5 7/8% Senior Notes due 2024 May 15 and November 15 $ 117,500 7 3/4% Senior Notes due 2026 January 1 and July 1 $ 155,000 5 1/4% Senior Secured Notes due 2026 June 1 and December 1 $ 144,375 7 3/8% Senior Notes due 2028 January 1 and July 1 $ 73,750 5 3/4% Senior Secured Notes due 2028 June 1 and December 1 $ 143,750 5 1/8% Senior Notes due 2029 June 1 and December 1 $ 76,875 (1) Our 5% Senior Notes due 2023 matured and were redeemed on March 15, 2023 and had been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022. Our ability to meet our debt service requirements will depend on, among other factors, the successful execution of our business strategy, which is subject to uncertainties and contingencies beyond our control. Other Long-Term Debt and Finance Lease Obligations Other long-term debt and finance lease obligations consisted of the following: As of December 31, 2022 2021 (In thousands) Satellites and other finance lease obligations $ 69,206 $ 109,164 Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0% 18,329 21,012 Total 87,535 130,176 Less: current portion (40,922) (42,641) Other long-term debt and finance lease obligations, net of current portion $ 46,613 $ 87,535 Finance Lease Obligations Anik F3. Anik F3, an FSS satellite, was launched and commenced commercial operation in April 2007. This satellite is was previously accounted for as a finance lease and depreciated over the term of the satellite service agreement. We leased . During April 2022, we extended the Anik F3 lease and as a result it is currently accounted for as an operating lease. Nimiq 5 . On May 19, 2019, DISH Network entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the satellite service agreement for Nimiq 5 was transferred to DISH Network and we began leasing it from an indirect wholly-owned subsidiary of DISH Network. Nimiq 5 was launched in September 2009 and commenced commercial operation at the 72.7 degree west longitude orbital location during October 2009. This satellite is accounted for as a finance lease and depreciated over the term of the satellite service agreement which includes options to extend the lease that we are reasonably certain to exercise. We lease of the capacity on Nimiq 5, and this lease expires in September 2023. See Note 17 for further information. The summary of future maturities of our outstanding long-term debt as of December 31, 2022 is included in the commitments table in Note 12. Future Liquidity We have made cash distributions and the Intercompany Loan to partially finance the development of DISH Network’s 5G Network Deployment, including, but not limited to, the purchase of wireless spectrum licenses and the retail wireless business to date, and we may make additional funds available to DISH Network in the form of cash distributions or loans to finance, in whole or in part, DISH Network’s future efforts. These factors, including, but not limited to, debt maturities, continuing investment in our business, financing acquisitions and other strategic transactions, require us to raise additional capital in the future which may not be available on acceptable terms, or at all. |
Income Taxes and Accounting for
Income Taxes and Accounting for Uncertainty in Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes and Accounting for Uncertainty in Income Taxes | |
Income Taxes and Accounting for Uncertainty in Income Taxes | 9. Income Taxes and Accounting for Uncertainty in Income Taxes Income Taxes DISH DBS and its domestic subsidiaries join with DISH Network in filing U.S. consolidated federal income tax returns and, in some states, combined or consolidated returns. The federal and state income tax provisions or benefits recorded by DISH DBS are generally those that would have been recorded if DISH DBS and its domestic subsidiaries had filed returns as a consolidated group independent of DISH Network. Cash is due and paid to DISH Network based on amounts that would be payable based on DISH DBS consolidated or combined group filings. Amounts are receivable from DISH Network on a basis similar to when they would be receivable from the IRS or other state taxing authorities. The amounts paid to DISH Network during the years ended December 31, 2022, 2021 and 2020 were Our income tax policy is to record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported on our Consolidated Balance Sheets, as well as probable operating loss, tax credit and other carryforwards. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that net deferred tax assets will not be realized. We periodically evaluate our need for a valuation allowance. Determining necessary valuation allowances requires us to make assessments about historical financial information as well as the timing of future events, including the probability of expected future taxable income and available tax planning opportunities. As of December 31, 2022, we had no net operating loss carryforwards (“NOLs”) for federal and state income tax purposes. In addition, there are million of tax benefits related to credit carryforwards which are fully offset by a valuation allowance. Portions of the credit carryforwards will begin to expire in 2023. The components of the (benefit from) provision for income taxes were as follows: For the Years Ended December 31, 2022 2021 2020 (In thousands) Current (benefit) provision: Federal $ 572,754 $ 486,736 $ 394,824 State 133,475 106,594 88,449 Foreign (4,255) 2,387 3,971 Total current (benefit) provision 701,974 595,717 487,244 Deferred (benefit) provision: Federal (95,995) (31,424) 14,327 State (20,720) (7,090) (2,161) Increase (decrease) in valuation allowance — (2,790) 948 Total deferred (benefit) provision (116,715) (41,304) 13,114 Total (benefit) provision $ 585,259 $ 554,413 $ 500,358 Our $2.396 billion of “Income (loss) before income taxes” on our Consolidated Statements of Operations and Comprehensive Income (Loss) included income of $14 million related to our foreign operations. The following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal tax rate: For the Years Ended December 31, 2022 2021 2020 % of pre-tax income/(loss) Statutory rate 21.0 21.0 21.0 State income taxes, net of federal benefit 3.5 3.5 3.6 Other, net (0.1) (0.3) (0.6) Total (benefit) provision for income taxes 24.4 24.2 24.0 Deferred taxes arise because of the differences in the book and tax bases of certain assets and liabilities. Significant components of deferred tax assets and liabilities were as follows: As of December 31, 2022 2021 (In thousands) Deferred tax assets: NOL, interest, credit and other carryforwards $ 7,642 $ 7,679 Accrued and prepaid expenses 8,526 6,588 Stock-based compensation 19,374 11,545 Deferred revenue 7,344 7,703 Bases differences in partnerships and cost method investments 1,281 — Total deferred tax assets 44,167 33,515 Valuation allowance (7,679) (7,679) Deferred tax asset after valuation allowance 36,488 25,836 Deferred tax liabilities: Depreciation (235,498) (316,002) FCC authorizations and other intangible amortization (153,738) (176,640) Bases difference in partnerships and other investments — (2,612) Total deferred tax liabilities (389,236) (495,254) Net deferred tax asset (liability) $ (352,748) $ (469,418) Accounting for Uncertainty in Income Taxes In addition to filing federal income tax returns, we and one or more of our subsidiaries file income tax returns in all states that impose an income tax and a small number of foreign jurisdictions where we have immaterial operations. We are subject to United States federal, state and local income tax examinations by tax authorities for the years beginning in 2008 due to the carryover of previously incurred NOLs. We are currently under a federal income tax examination for years 2008 through 2011, 2013 through 2016, and 2018 through 2019. A reconciliation of the beginning and ending amount of unrecognized tax benefits included in “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets was as follows: For the Years Ended December 31, Unrecognized tax benefit 2022 2021 2020 (In thousands) Balance as of beginning of period $ 198,511 $ 188,141 $ 208,152 Additions based on tax positions related to the current year 3,444 303 233 Additions based on tax positions related to prior years 9,523 12,095 1,800 Reductions based on tax positions related to prior years (7,100) (1,400) (20,337) Reductions based on tax positions related to settlements with taxing authorities — — (831) Reductions based on tax positions related to the lapse of the statute of limitations — (628) (876) Balance as of end of period $ 204,378 $ 198,511 $ 188,141 We have $159 million in unrecognized tax benefits that, if recognized, could favorably affect our effective tax rate. We do not expect any material portion of this amount to be paid or settled within the next 12 months. Accrued interest and penalties on uncertain tax positions are recorded as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss). During the years ended December 31, 2022, 2021 and 2020, we recorded million in net interest and penalty expense to earnings, respectively. Accrued interest and penalties were 2022, 2021 and 2020, respectively. The above table excludes these amounts. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Benefit Plans Employee Stock Purchase Plan Our employees may participate in the DISH Network employee stock purchase plan (the “ESPP”), in which DISH Network is authorized to issue up to 6.8 million shares of Class A common stock. At December 31, 2022, DISH Network had A common stock which remain available for issuance under the ESPP. Substantially all full-time employees who have been employed by DISH Network for at least one calendar quarter are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. Under the terms of the ESPP, employees may not deduct an amount which would permit such employee to purchase DISH Network’s capital stock under all of DISH Network’s stock purchase plans at a rate which would exceed in fair value of capital stock in any one year. The purchase price of the stock is A common stock are deemed sold to an employee under the ESPP. During the years ended December 31, 2022, 2021 and 2020, employee purchases of DISH Network’s Class A common stock through the ESPP totaled approximately 401(k) Employee Savings Plan DISH Network sponsors a 401(k) Employee Savings Plan (the “401(k) Plan”) for eligible employees. Voluntary employee contributions to the 401(k) Plan may be matched per employee. Forfeitures of unvested participant balances which are retained by the 401(k) Plan may be used to fund matching and discretionary contributions. DISH Network’s Board of Directors may also authorize an annual discretionary contribution to the 401(k) plan with authorization by our Board of Directors, subject to the maximum deductible limit provided by the Internal Revenue Code of 1986, as amended. These contributions may be made in cash or in DISH Network’s stock. The following table summarizes the expense associated with our matching contributions and discretionary contributions: For the Years Ended December 31, Expense Recognized Related to the 401(k) Plan 2022 2021 2020 (In thousands) Matching contributions, net of forfeitures $ 10,150 $ 7,525 $ 11,549 Discretionary stock contributions, net of forfeitures $ 11,150 $ 24,347 $ 29,784 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock Incentive Plans DISH Network maintains stock incentive plans to attract and retain officers, directors and key employees. Our employees participate in the DISH Network stock incentive plans. Stock awards under these plans include both performance and non-performance based stock incentives. Many of our employees work on projects associated with our business and projects associated with DISH Network’s Wireless business segment and other operations of DISH Network, such as broadband. Stock options, restricted stock units and non-cash stock-based compensation expense are included below only for employees who devote or more of their time to our business. For each employee, a change in status in relation to the threshold is reflected as a transfer to or from another DISH Network subsidiary that is not part of DISH DBS. See Note 17 Related Party Transactions with DISH Network for costs associated with services provided by our employees to DISH Network. As of December 31, 2022, there were outstanding under these plans stock options to acquire million restricted stock units and awards associated with our employees. Stock options granted on or prior to December 31, 2022 were granted with exercise prices equal to or greater than the market value of DISH Network Class A common stock at the date of grant and with a maximum term of approximately . DISH Network accounts for forfeitures as they are incurred. While historically DISH Network has issued stock awards subject to vesting, typically at the rate of per year, certain stock awards have been granted with immediate vesting and certain other stock awards vest only upon the achievement of certain DISH Network-specific subscriber, operational and/or financial goals. As of December 31, 2022, DISH Network had Exchange offer . On June 24, 2022, DISH Network commenced a tender offer to eligible employees (which excludes DISH Network’s co-founders and the independent members of DISH Network’s Board of Directors) to exchange eligible stock options (which excludes DISH Network’s Ergen 2020 Performance Award) for new options “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on July 22, 2022. As a result of the Exchange Offer, the exercise price of approximately . The total incremental non-cash stock-based compensation expense associated with our employees resulting from the Exchange Offer is million, which will be recognized over the remaining vesting period of the applicable options. During the year ended December 31, 2022, we recognized Exercise prices for DISH Network stock options outstanding and exercisable associated with our employees as of December 31, 2022 were as follows: As of December 31, 2022 Options Outstanding Options Exercisable Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $ 10.01 - $ 20.00 8,896,986 9.48 $ 19.90 2,160,717 9.46 $ 19.94 $ 20.01 - $ 30.00 102,131 5.78 $ 26.36 69,617 5.21 $ 25.90 $ 30.01 - $ 40.00 834,715 1.90 $ 36.05 204,406 3.76 $ 34.68 $ 40.01 - $ 50.00 70,376 3.24 $ 47.16 20,200 1.41 $ 47.43 $ 50.01 - $ 60.00 855,626 3.85 $ 57.79 — — $ — $ 60.01 - $ 70.00 290,500 3.31 $ 63.96 1,000 — $ 63.90 $ 10.01 - $ 70.00 11,050,334 8.23 $ 25.45 2,455,940 8.80 $ 21.58 Stock Award Activity DISH Network stock option activity associated with our employees was as follows: For the Years Ended December 31, 2022 2021 2020 Options Weighted- Average Exercise Price Options Weighted- Average Exercise Price Options Weighted- Average Exercise Price Total options outstanding, beginning of period (1) 8,834,045 $ 42.15 10,183,615 $ 41.99 12,792,812 $ 41.52 Granted (2) 12,718,689 $ 23.48 956,500 $ 40.55 1,112,500 $ 31.21 Exercised (16,600) $ 27.72 (667,179) $ 33.87 (109,195) $ 28.53 Forfeited, cancelled and transferred (2)(3) (10,485,800) $ 37.13 (1,638,891) $ 43.59 (3,612,502) $ 37.41 Total options outstanding, end of period 11,050,334 $ 25.45 8,834,045 $ 42.15 10,183,615 $ 41.99 Performance-based options outstanding, end of period (4) 3,810,483 $ 34.77 3,021,629 $ 45.35 4,096,749 $ 44.44 Exercisable at end of period 2,455,940 $ 21.58 3,612,931 $ 41.64 3,760,431 $ 41.30 (1) The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $42.15 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021. (2) Includes approximately 9 million stock options granted and cancelled in connection with the Exchange Offer. (3) Certain of these stock options include options that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS. (4) These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2013 LTIP, 2017 LTIP, 2019 LTIP and Other Employee Performance Awards below. We realized tax benefits from stock awards exercised as follows: For the Years Ended December 31, 2022 2021 2020 (In thousands) Tax benefit from stock awards exercised $ 206 $ 3,815 $ 3,361 Based on the closing market price of DISH Network Class A common stock on December 31, 2022, the aggregate intrinsic value of stock options associated with our employees was as follows: As of December 31, 2022 Options Options Outstanding Exercisable (In thousands) Aggregate intrinsic value $ 11 $ 1 DISH Network restricted stock unit and award activity associated with our employees was as follows: For the Years Ended December 31, 2022 2021 2020 Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Total restricted stock units/awards outstanding, beginning of period 1,130,066 $ 35.26 1,550,245 $ 34.70 1,463,650 $ 50.82 Granted 120,187 $ 29.67 53,877 $ 42.40 1,470,505 $ 32.92 Vested (1) (39,535) $ 28.92 (7,035) $ 60.76 (697,660) $ 63.81 Forfeited, cancelled and transferred (2) (130,360) $ 31.41 (467,021) $ 33.84 (686,250) $ 35.14 Total restricted stock units/awards outstanding, end of period 1,080,358 $ 35.33 1,130,066 $ 35.26 1,550,245 $ 34.70 Restricted Performance Units/Awards outstanding, end of period (3) 944,800 $ 35.37 1,078,425 $ 34.91 1,543,750 $ 34.58 (1) This change in 2020 resulted from certain Other Employee Performance Awards that vested during the third quarter of 2020. (2) Certain of these restricted stock units/awards include restricted stock units/awards that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS. (3) These stock units/awards are included in the caption “Total restricted stock units/awards outstanding, end of period.” See discussion of the 2013 LTIP and Other Employee Performance Awards below. Long-Term Performance-Based Plans 2013 LTIP. During 2013, DISH Network adopted a long-term, performance-based stock incentive plan (the “2013 LTIP”). The 2013 LTIP provides stock options and restricted stock units in combination, which vest based on certain DISH Network-specific subscriber and financial performance conditions. Exercise of the stock awards is contingent on achieving these performance conditions by September 30, 2022. This plan expired on January 1, 2023 which resulted in the cancellation of 2017 LTIP. On December 2, 2016, DISH Network adopted a long-term, performance-based stock incentive plan (the “2017 LTIP”). The 2017 LTIP provided stock options, which were subject to vesting based on certain DISH Network-specific subscriber and financial performance conditions. Awards were initially granted under the 2017 LTIP as of January 1, 2017. Exercise of the stock awards was contingent on achieving these performance conditions by December 31, 2020, however, none of the performance conditions were achieved. This plan will expire on January 1, 2027 which as of December 31, 2022, would result in the cancellation of 2019 LTIP. performance conditions Although no awards vest until DISH Network attains the performance conditions described above, compensation related to the 2019 LTIP will be recorded based on DISH Network’s assessment of the probability of meeting the performance conditions. If the performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition. During the years ended December 31, 2022, 2021 and 2020, DISH Network determined that 89%, 90% and 95% , respectively, of the 2019 LTIP performance conditions were probable of achievement. As a result, non-cash, stock-based compensation expense was recorded for the years ended December 31, 2022, 2021 and 2020, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2022 and 2021, approximately 2022 Incentive Plan. financial performance conditions. Awards were initially granted under the 2022 1, 2022. Exercise of the stock awards is contingent on achieving these conditions by December 31, 2026. Although no awards vest until DISH Network attains the performance conditions described above, compensation related to the 2022 Incentive Plan will be recorded based on DISH Network’s assessment of the probability of meeting the performance conditions. If the performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition. During the year ended December 31, 2022, DISH Network determined that 100% of the 2022 Incentive Plan performance conditions were probable of achievement. As a result, non-cash, stock-based compensation expense was recorded for the year ended December 31, 2022 as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” As of December 31, 2022, approximately Other Employee Performance Awards. In addition to the above long-term, performance stock incentive plans, DISH Network has other stock awards that vest based on certain other DISH Network-specific subscriber, operational and/or financial performance conditions. Exercise of these stock awards is contingent on achieving certain performance conditions. Additional compensation related to these awards will be recorded based on DISH Network’s assessment of the probability of meeting the remaining performance conditions. If the remaining performance conditions are probable of being achieved, we will begin recognizing the associated non-cash, stock-based compensation expense on our Consolidated Statements of Operations and Comprehensive Income (Loss) over the estimated period to achieve the performance condition. See the table below titled “Estimated Remaining Non-Cash, Stock-Based Compensation Expense.” Although no awards vest until the performance are attained, DISH Network determined that certain described above were probable of achievement and, as a result, we recorded non-cash, stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, as indicated in the table below titled “Non-Cash, Stock-Based Compensation Expense Recognized.” The non-cash, stock-based compensation expense associated with these awards for our employees was as follows: For the Years Ended December 31, Non-Cash, Stock-Based Compensation Expense Recognized (1) 2022 2021 2020 (In thousands) 2022 Incentive Plan $ 15,024 $ — $ — 2019 LTIP (131) 370 12,526 2013 LTIP — (10,550) (741) Other employee performance awards 3,711 7,827 4,370 Total non-cash, stock-based compensation expense recognized for performance-based awards $ 18,604 $ (2,353) $ 16,155 (1) “Non-Cash, Stock-Based Compensation Expense Recognized” includes actual forfeitures . Estimated Remaining Non-Cash, Stock-Based Compensation Expense 2022 Incentive Plan 2019 LTIP Other Employee Performance Awards (In thousands) Expense estimated to be recognized during 2023 $ 6,346 $ 1,676 $ 2,068 Estimated contingent expense in or subsequent to 2023 4,653 5,365 — Total estimated remaining expense over the term of the plan $ 10,999 $ 7,041 $ 2,068 Given the competitive nature of DISH Network’s business, small variations in subscriber churn, gross new subscriber activation rates and certain other factors can significantly impact subscriber growth. Consequently, while it was determined that achievement of certain DISH Network-specific subscriber, operational and/or financial performance conditions were not probable as of December 31, 2022, that assessment could change in the future. Of the 11.1 million stock options and 1.1 million restricted stock units and awards outstanding under the DISH Network stock incentive plans associated with our employees as of December 31, 2022, the following awards were outstanding pursuant to the performance-based stock incentive plans: As of December 31, 2022 Performance-Based Stock Options Number of Awards Weighted- Average Grant Price 2022 Incentive Plan 1,228,373 $ 19.80 2019 LTIP 803,043 $ 20.56 2017 LTIP 1,229,067 $ 56.50 2013 LTIP (1) 550,000 $ 40.38 Total 3,810,483 $ 34.77 Restricted Performance Units/Awards 2013 LTIP 335,000 Other employee performance awards 609,800 Total 944,800 (1) This plan expired on January 1, 2023. Stock-Based Compensation Total non-cash, stock-based compensation expense for all of our employees is shown in the following table for the years ended December 31, 2022, 2021 and 2020 and was allocated to the same expense categories as the base compensation for such employees: For the Years Ended December 31, 2022 2021 2020 (In thousands) Cost of services $ 5,817 $ 4,170 $ 7,194 Selling, general and administrative 34,915 7,660 23,477 Total non-cash, stock based compensation $ 40,732 $ 11,830 $ 30,671 As of December 31, 2022, our total unrecognized compensation cost related to the non-performance based unvested stock awards was $39 million and will be recognized over a weighted-average period of approximately 4.4 years. Share-based compensation expense is recognized based on stock awards ultimately expected to vest. Valuation The fair value of each stock option granted for the years ended December 31, 2022, 2021 and 2020 was estimated at the date of the grant using a Black-Scholes option valuation model with the following assumptions: For the Years Ended December 31, Stock Options 2022 2021 2020 Risk-free interest rate 0.91 % - 4.06 % 0.44 % - 1.02 % 0.17 % - 1.72 % Volatility factor 44.00 % - 53.60 % 40.62 % - 43.48 % 28.91 % - 48.08 % Expected term of options in years 2.8 - 5.6 5.5 - 5.6 3.3 - 5.5 Fair value of options granted $ 6.53 - $ 14.17 $ 12.46 - $ 18.23 $ 5.50 - $ 12.10 While DISH Network currently does not intend to declare dividends on its common stock, it may elect to do so from time to time. Accordingly, the dividend yield percentage used in the Black-Scholes option valuation model was set at zero for all periods. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded stock options which have no vesting restrictions and are fully transferable. Consequently, our estimate of fair value may differ from other valuation models. Further, the Black-Scholes option valuation model requires the input of highly subjective assumptions. Changes in these subjective input assumptions can materially affect the fair value estimate. We will continue to evaluate the assumptions used to derive the estimated fair value of DISH Network’s stock options as new events or changes in circumstances become known. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments As of December 31, 2022, future maturities of our long-term debt, finance lease and contractual obligations are summarized as follows: Payments due by period Total 2023 2024 2025 2026 2027 Thereafter (In thousands) Long-term debt obligations $ 13,211,508 $ 1,445,999 $ 2,002,964 $ 3,115 $ 4,751,422 $ 1,478 $ 5,006,530 Interest expense on long-term debt 3,277,271 748,745 711,938 594,287 594,127 294,695 333,479 Finance lease obligations (1) 69,206 38,102 31,104 — — — — Interest expense on finance lease obligations (1) 5,890 4,848 1,042 — — — — Other long-term obligations (2) 5,146,361 2,464,960 1,290,955 740,519 524,843 125,084 — Operating lease obligations (1) 159,362 66,536 33,037 18,509 11,058 6,814 23,408 Purchase obligations 1,445,805 1,423,389 11,736 6,369 4,311 — — Total $ 23,315,403 $ 6,192,579 $ 4,082,776 $ 1,362,799 $ 5,885,761 $ 428,071 $ 5,363,417 (1) See Note 7 for further information on leases and the adoption of ASC 842. (2) Represents obligations for satellite related executory costs, telemetry, tracking and control (“TT&C”) services, short-term leases and certain expenses associated with DISH Network’s Wireless segment. In certain circumstances the dates on which we are obligated to make these payments could be delayed. The table above does not include $204 million of liabilities associated with unrecognized tax benefits that were accrued, as discussed in Note 9, and are included on our Consolidated Balance Sheets as of December 31, 2022. We do not expect any portion of this amount to be paid or settled within the next 12 months. The table above includes certain obligations incurred by us on behalf of DISH Network’s Wireless segment. These obligations will be either paid directly by DISH Network or settled monthly as part of our centralized cash management system with our parent, DISH Network. See Note 3 for further information. Agreements in Connection with DISH Network’s Asset Purchase Agreement On July 1, 2020, DISH Network completed the Boost Mobile Acquisition. In connection with the closing of the Boost Mobile Acquisition, DISH Network and T-Mobile entered into the Spectrum Purchase Agreement (as defined in DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2021) for billion. If DISH Network elects to not exercise the option million per the Spectrum Purchase Agreement under certain circumstances. The included in “Other long-term obligations” above. DISH Network’s 5G Network Deployment DISH Network has invested a total of over $30 billion in wireless spectrum licenses, which includes over $10 billion in noncontrolling investments in certain entities, as described further below. DISH Network Spectrum DISH Network has directly invested approximately $20 billion to acquire certain wireless spectrum licenses. DISH Network’s wireless spectrum licenses are subject to certain interim and final build-out requirements, as well as certain renewal requirements. DISH Network plans to commercialize its wireless spectrum licenses through the completion of the nation’s first cloud-native, Open Radio Access Network (“O-RAN”) based 5G network (the “5G Network Deployment”). DISH Network currently expects capital expenditures , excluding capitalized interest, for its 5G Network Deployment to be approximately $10 billion, including amounts incurred in 2021 and 2022 . DISH Network may need to make significant additional investments or partner with others to, among other things, complete its 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. Depending on the nature and scope of such activities, any such investments or partnerships could vary significantly. In addition, as DISH Network completes its 5G Network Deployment , DISH Network has 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. DISH Network may also determine that additional wireless spectrum licenses may be required to complete its 5G Network Deployment and to compete effectively with other wireless service providers. In connection with the development of DISH Network’s wireless business, including, without limitation, the efforts described above, we have made cash distributions and the Intercompany Loan to partially finance these efforts to date and may make additional cash distributions or loans to finance, in whole or in part, DISH Network’s future efforts. There can be no assurance that DISH Network will be able to develop and implement a business model that will realize a return on these wireless spectrum licenses or that DISH Network will be able to profitably deploy the assets represented by these wireless spectrum licenses. DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses During 2015, through its wholly-owned subsidiaries American AWS-3 Wireless II L.L.C. (“American II”) and American AWS-3 Wireless III L.L.C. (“American III”), DISH Network initially made over in certain noncontrolling investments in Northstar Spectrum, LLC (“Northstar Spectrum”), the parent company of Northstar Wireless, LLC (“Northstar Wireless,” and collectively with Northstar Spectrum, the “Northstar Entities”), and in SNR Wireless HoldCo, LLC (“SNR HoldCo”), the parent company of SNR Wireless LicenseCo, LLC (“SNR Wireless,” and collectively with SNR HoldCo, the “SNR Entities”), respectively. On October 27, 2015, the FCC granted certain AWS-3 wireless spectrum licenses (the “AWS-3 Licenses”) to Northstar Wireless (the “Northstar Licenses”) and to SNR Wireless (the “SNR Licenses”), respectively. , and make any potential payments related to the re-auction of AWS-3 licenses retained by the FCC. Depending upon the nature and scope of such commercialization, build-out, integration efforts, regulatory compliance, and potential re-auction payments, any such loans, equity contributions or partnerships could vary significantly. For further information regarding the potential re-auction of AWS-3 licenses retained by the FCC, see Note 15 “ Commitments and Contingencies – Commitments – DISH Network Noncontrolling Investments in the Northstar Entities and the SNR Entities Related to AWS-3 Wireless Spectrum Licenses” in the Notes to DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022. We have made and may make additional cash distributions and loans to DISH Network so that DISH Network may fund the Northstar Entities and the SNR Entities related to DISH Network’s noncontrolling investments in these entities. There can be no assurance that DISH Network will be able to obtain a profitable return on its noncontrolling investments in the Northstar Entities and the SNR Entities. We may need to raise significant additional capital in the future, which may not be available on favorable terms, to among other things, continue investing in our business and to pursue acquisitions and other strategic transactions. See Note 15 “ Commitments and Contingencies – Wireless – 5G Network Deployment” in the Notes to DISH Network’s Annual Report on Form 10-K for the year ended December 31, 2022 Satellite Insurance We generally do not carry commercial launch or in-orbit insurance on any of the satellites we own. We generally do not use commercial insurance to mitigate the potential financial impact of launch or in-orbit failures because we believe that the cost of insurance premiums is uneconomical relative to the risk of such failures. While we generally have had in-orbit satellite capacity sufficient to transmit our existing channels and some backup capacity to recover the transmission of certain critical programming, our backup capacity is limited. 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 owned or leased satellites and use it as a replacement for the failed or lost satellite. Purchase Obligations Our 2023 purchase obligations primarily consist of binding purchase orders for certain fixed contractual commitments to purchase programming content, receiver systems and related equipment, broadband equipment, digital broadcast operations, transmission costs, streaming delivery technology and infrastructure, engineering services, and other products and services related to the operation of our Pay-TV services. In addition, our 2023 purchase obligations also include DISH Network’s purchase obligations for certain wireless devices related to its retail wireless business as well as transition services pursuant to the TSA with T-Mobile. Our purchase obligations may fluctuate significantly from period to period due to, among other things, management’s timing of payments and inventory purchases, which can materially impact our future operating asset and liability balances, and our future working capital requirements. The purchase obligations will be either paid directly by DISH Network or settled monthly as part of our centralized cash management system . Programming Contracts 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. These programming commitments are not included in the “Commitments” table above. The terms of our contracts typically range from one with annual rate increases. Our programming expenses will increase to the extent we are successful in growing our Pay-TV subscriber base. I Patents and Intellectual Property Many entities, including 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. We may not be aware of all intellectual property rights that our products or services may potentially infringe. Damages in patent infringement cases can be substantial, and in certain circumstances can be trebled. Further, we cannot estimate the extent to which we may be required in the future to obtain licenses with respect to patents held by others and the availability and cost of any such licenses. Various parties have asserted patent and other intellectual property rights with respect to components of our products and services. We cannot be certain that these persons do not own the rights they claim, that our products do not infringe on these rights, and/or that these rights are not valid. Further, 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. Contingencies Separation Agreement On January 1, 2008, DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets (the “Spin-off”) into a separate publicly-traded company, EchoStar. In connection with the Spin-off, DISH Network entered into a separation agreement with EchoStar that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation. Under the terms of the separation agreement, EchoStar has assumed certain liabilities that relate to its business, including certain designated liabilities for acts or omissions that occurred prior to the Spin-off. Certain specific provisions govern intellectual property related claims under which, generally, EchoStar will only be liable for its acts or omissions following the Spin-off and DISH Network will indemnify EchoStar for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off, as well as DISH Network’s acts or omissions following the Spin-off. On February 28, 2017, DISH Network and EchoStar and certain of their respective subsidiaries completed the transactions contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”) that was previously entered into on January 31, 2017 (the “Share Exchange”) . Litigation We are involved in a number of legal proceedings (including those described below) concerning matters arising in connection with the conduct of our business activities. Many of these proceedings are at preliminary stages, and many of these proceedings seek an indeterminate amount of damages. We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or an additional loss may have been incurred and to determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made. For certain cases described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in various stages; (ii) damages have not been sought; (iii) damages are unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. ClearPlay, Inc. On March 13, 2014, ClearPlay, Inc. (“ClearPlay”) filed a complaint against DISH Network, our wholly-owned subsidiary DISH Network L.L.C., EchoStar, and its then wholly-owned subsidiary EchoStar Technologies L.L.C., in the United States District Court for the District of Utah. The complaint alleges willful infringement of United States Patent Nos. 6,898,799 (the “799 patent”), entitled “Multimedia Content Navigation and Playback”; 7,526,784 (the “784 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,543,318 (the “318 patent”), entitled “Delivery of Navigation Data for Playback of Audio and Video Content”; 7,577,970 (the “970 patent”), entitled “Multimedia Content Navigation and Playback”; and 8,117,282 (the “282 patent”), entitled “Media Player Configured to Receive Playback Filters From Alternative Storage Mediums.” ClearPlay alleges that the AutoHop ™ feature of our Hopper set-top box infringes the asserted patents. On February 11, 2015, the case was stayed pending various third-party challenges before the United States Patent and Trademark Office regarding the validity of certain of the patents asserted in the action. In those third-party challenges, the United States Patent and Trademark Office found that all claims of the 282 patent are unpatentable, and that certain claims of the 784 patent and 318 patent are unpatentable. ClearPlay appealed as to the 784 patent and the 318 patent, and on August 23, 2016, the United States Court of Appeals for the Federal Circuit affirmed the findings of the United States Patent and Trademark Office. On October 31, 2016, the stay was lifted. On October 16, October 21, November 2, 2020 and November 9, 2020, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of the asserted claims of, respectively, the 784 patent, the 799 patent, the 318 patent and the 970 patent; and on November 2, November 20, December 14 and December 15, 2020, the United States Patent and Trademark Office granted each request for reexamination. In October and November 2021, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office requesting ex parte reexamination of the validity of certain asserted claims of the 784 patent, the 799 patent and the 970 patent. In November and December, 2021, the United States Patent and Trademark Office granted review of the challenged claims of the 799 patent and the 970 patent, but denied review of the challenged claims of the 784 patent. In December 2021, DISH Network L.L.C. petitioned for review of the denial as to the 784 patent. On January 24, 2022, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 799 patent, and on January 19, 2023, an examiner of the United States Patent and Trademark Office affirmed the challenged claims of the 970 patent. In an order dated January 31, 2023, the Court granted in part and denied in part DISH Network L.L.C.’s motion for summary judgment. Thereafter, ClearPlay narrowed its case to three asserted claims: one under the 799 patent and two under the 970 patent. Following a two-week trial, on March 10, 2023, the jury returned a verdict that DISH Network L.L.C. and DISH Technologies L.L.C. infringed each of the asserted patent claims, and awarded damages of $469 million. The jury did not find that the infringement was willful. The trial court has not yet ruled on DISH Network L.L.C.’s and DISH Technologies L.L.C.’s motion for judgment as a matter of law. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Contemporary Display LLC On June 4, 2018, Contemporary Display LLC (“Contemporary”) filed a complaint against DISH Network and our wholly-owned subsidiary DISH Network L.L.C. in the United States District Court for the Western District of Texas. The complaint alleges infringement of 6,028,643 (the “643 patent”), entitled “Multiple-Screen Video Adapter with Television Tuner”; United States Patent No. 6,429,903 (the “903 patent”), entitled “Video Adapter for Supporting at Least One Television Monitor”; United States Patent No. 6,492,997 (the “997 patent”), entitled “Method and System for Providing Selectable Programming in a Multi-Screen Mode”; United States Patent No. 7,500,202 (the “202 patent”), entitled “Remote Control for Navigating Through Content in an Organized and Categorized Fashion”; and United States Patent No. 7,809,842 (the “842 patent”), entitled “Transferring Sessions Between Devices.” The 643 patent and the 903 patent are directed to video adapters for use with multiple displays. The 997 patent is directed to a system for presenting multiple video programs on a display device simultaneously. The 202 patent is directed to a remote control for interacting with a set-top box having programmable features and “operational controls” on at least three sides of the remote control. The 842 patent is directed to a system for managing online communication sessions between multiple devices. Contemporary is an entity that seeks to license a patent portfolio without itself practicing any of the claims recited therein. In a First Amended Complaint filed on August 6, 2018, Contemporary added our wholly-owned subsidiary DISH Network L.L.C. as a defendant. In a Second Amended Complaint filed on October 9, 2018, Contemporary named only our wholly-owned subsidiary DISH Network L.L.C. as a defendant and dropped certain indirect infringement allegations. On June 10, 2019, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the asserted claims of the 842 patent, the 903 patent, the 643 patent and the 997 patent. On December 13, 2019 and January 7, 2020, the United States Patent and Trademark Office agreed to institute proceedings on each of our petitions. Following Contemporary’s decision not to file Patent Owner Responses to DISH Network L.L.C.’s petitions on the 842 patent and the 903 patent, on April 24, 2020, the United States Patent and Trademark Office entered judgments granting those petitions and canceling the challenged claims of those patents. On November 25, 2020 and December 18, 2020, respectively, the United States Patent and Trademark Office issued final written decisions invalidating all challenged claims of, respectively, the 643 patent and the 997 patent. On January 31, 2020, pursuant to the parties’ joint motion, the Court dismissed all claims arising from the 202 patent. On February 12, 2021, Contemporary Display noticed an appeal to the United States Court of Appeals for the Federal Circuit challenging the final written decision as to the 997 patent, and the Court of Appeals heard oral argument on April 7, 2022 and summarily affirmed our victory on April 11, 2022. On April 21, 2022, Contemporary Display stipulated to the dismissal with prejudice of its case. This matter is now concluded. Customedia Technologies, L.L.C. On February 10, 2016, Customedia Technologies, L.L.C. (“Customedia”) filed a complaint against DISH Network and our wholly-owned subsidiary DISH Network L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of four patents: United States Patent No. 8,719,090 (the “090 patent”); United States Patent No. 9,053,494 (the “494 patent”); United States Patent No. 7,840,437 (the “437 patent”); and United States Patent No. 8,955,029 (the “029 patent”). Each patent is entitled “System for Data Management And On-Demand Rental And Purchase Of Digital Data Products.” Customedia alleges infringement in connection with our addressable advertising services, our DISH Anywhere feature, and our Pay-Per-View and video-on-demand offerings. In December 2016 and January 2017, DISH Network L.L.C. filed petitions with the United States Patent and Trademark Office challenging the validity of the asserted claims of each of the asserted patents. On June 12, 2017, the United States Patent and Trademark Office agreed to institute proceedings on our petitions challenging the 090 patent and the 437 patent; on July 18, 2017, it agreed to institute proceedings on our petitions challenging the 029 patent; and on July 28, 2017, it agreed to institute proceedings on our petitions challenging the 494 patent. These instituted proceedings cover all asserted claims of each of the asserted patents. Pursuant to an agreement between the parties, on December 20, 2017, DISH Network L.L.C. dismissed its petitions challenging the 029 patent in the United States Patent and Trademark Office, and on January 9, 2018, the parties dismissed their claims, counterclaims and defenses as to that patent in the litigation. On March 5, 2018, the United States Patent and Trademark Office conducted a trial on the remaining petitions. On June 11, 2018, the United States Patent and Trademark Office issued final written decisions on DISH Network L.L.C.’s petitions challenging the 090 patent and it invalidated all of the asserted claims. On July 25, 2018, the United States Patent and Trademark Office issued final written decisions on DISH Network L.L.C.’s petitions challenging the 437 patent and the 494 patent and it invalidated all of the asserted claims. Customedia appealed its losses. The Court of Appeals for the Federal Circuit heard oral argument on November 6, 2019 on the appeal involving the 437 patent, and summarily affirmed the patent’s invalidity on November 8, 2019. On January 7, 2020, Customedia petitioned the Court of Appeals for rehearing or rehearing en banc, raising issues about the constitutionality of the appointment of the administrative patent judges that heard the petition before the United States Patent and Trademark Office, but the Court of Appeals denied rehearing on March 5, 2020. On July 31, 2020, Customedia filed a petition with the United States Supreme Court asking it to hear a further appeal, but its petition was denied on October 13, 2020. On November 6, 2020, it filed a petition for rehearing on the United States Supreme Court’s decision not to hear a further appeal, but on November 17, 2020, the Supreme Court rejected that petition. The Court of Appeals heard oral argument on the appeal involving the 090 patent and the 494 patent on December 3, 2019 , and affirmed those patents’ invalidity on March 6, 2020. On May 5, 2020, Customedia filed petitions in the Federal Circuit for rehearing and rehearing en banc, but those petitions were denied on June 9, 2020. On November 6, 2020, Customedia served a petition to the United States Supreme Court asking it to hear a further appeal. On June 16, 2021, the United States Patent and Trademark Office issued a certificate cancelling the challenged claims of the 437 patent and, on July 9, 2021, it issued certificates cancelling the challenged claims of the 090 and 494 patents. Customedia thereafter petitioned the United States Patent and Trademark Office to withdraw its cancellation certificates. On November 22, 2021, the United States Patent and Trademark Office denied Customedia’s petition as to the 437 patent, and on June 14, 2022, it denied Customedia’s petitions as to the 090 patent and the 494 patent. Accordingly, on August 10, 2022, the District Court granted DISH Network L.L.C.’s Motion to Dismiss with prejudice, and entered final judgment in its favor. This matter is now concluded. Digital Broadcasting Solutions, LLC On August 29, 2022, Digital Broadcasting Solutions, LLC filed a complaint against our wholly-owned subsidiaries DISH Network L.L.C. and DISH Technologies L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 8,929,710 (the “710 patent”) and U.S. Patent No. 9,538,122 (the “122 patent”), each entitled “System and method for time shifting at least a portion of a video program.” Generally, the plaintiff contends that the AutoHop feature of our Hopper set-top boxes infringes the asserted patents. The Court has set the case for trial on April 1, 2024. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Entropic Communications, LLC (first action) On March 9, 2022, Entropic Communications, LLC (“Entropic”) filed a complaint against DISH Network and our wholly-owned subsidiaries DISH Network L.L.C. and Dish Network Service L.L.C. in the United States District Court for the Eastern District of Texas. The complaint alleges infringement of U.S. Patent No. 7,130,576 (the “576 patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; U.S. Patent No. 7,542,715 (the “715 Patent”), entitled “Signal Selector and Combiner for Broadband Content Distribution”; and U.S. Patent No. 8,792,008 (the “008 Patent”), entitled “Method and Apparatus for Spectrum Monitoring.” On March 30, 2022, Entropic filed an amended complaint alleging infringement of the same patents. Generally, the plaintiff accuses satellite antennas, low-noise block converters, signal selector and combiners, and set-top boxes and the manner in which they process signals for satellite television customers of infringing the asserted patents. On October 24, 2022, this case was ordered to be transferred to the United States District Court for the Central District of California. In January and February of 2023, DISH Network L.L.C. and Dish Network Service L.L.C. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Entropic Communications, LLC (second action) On February 10, 2023, Entropic filed a second lawsuit against us and our wholly-owned subsidiaries DISH Network L.L.C., Dish Network Service L.L.C. and Dish Network California Service Corporation in the United States District Court for the Central District of California. The complaint alleges infringement of U.S. Patent No. 7,295,518 (the “518 patent”), entitled “Broadband network for coaxial cable using multi-carrier modulation”; U.S. Patent No. 7,594,249 (the “249 patent”), entitled “Network interface device and broadband local area network using coaxial cable”; U.S. Patent Nos. 7,889,759 (the “759 patent”), entitled “Broadband cable network utilizing common bit-loading”; U.S. Patent No. 8,085,802 (the “802 Patent”), entitled “Multimedia over coaxial cable access protocol”; U.S. Patent No. 9,838,213 (the “213 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 10,432,422 (the “422 patent”), entitled “Parameterized quality of service architecture in a network”; U.S. Patent No. 8,631,450 (the “450 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,621,539 (the “539 patent”), entitled “Physical layer transmitter for use in a broadband local area network”; U.S. Patent No. 8,320,566 (the “0,566 patent”), entitled “Method and apparatus for performing constellation scrambling in a multimedia home network”; U.S. Patent No. 10,257,566 (the “7,566 patent”), entitled “Broadband local area network”; U.S. Patent No. 8,228,910 (the “910 Patent”), entitled “Aggregating network packets for transmission to a destination mode”; and U.S. Patent No. 8,363,681 (the “681 patent”), entitled “Method and apparatus for using ranging measurements in a multimedia home network.” Generally, the patents relate to Multimedia over Coax Alliance standards and the manner in which we provide a whole-home DVR network over an on-premises coaxial cable network. Entropic has asserted the same patents in the same court against Comcast and Cox. We intend to vigorously defend this case. In the event that a court ultimately determines that we infringe the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers. We cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Jones 401(k) Litigation On December 20, 2021, four former employees filed a class action complaint in the United States District Court for the District of Colorado against DISH Network, DISH Network’s Board of Directors, and DISH Network’s Retirement Plan Committee alleging fiduciary breaches arising from the management of our 401(k) Plan. The putative class, comprised of all participants in the Plan on or after January 20, 2016, alleges that the Plan had excessive recordkeeping and administrative expenses and that it maintained underperforming funds. On February 1, 2023, a Magistrate Judge issued a Recommendation that the defendants’ motion to dismiss the complaint be granted. DISH Network intends to vigorously defend this case. DISH Network cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. Realtime Data LLC and Realtime Adaptive Streaming LLC On June 6, 2017, Realtime Data LLC d/b/a IXO (“Realtime”) filed an amended co |
Financial Information for Subsi
Financial Information for Subsidiary Guarantors | 12 Months Ended |
Dec. 31, 2022 | |
Financial Information for Subsidiary Guarantors | |
Financial Information for Subsidiary Guarantors | 13. Financial Information for Subsidiary Guarantors Our registered senior notes are fully and unconditionally guaranteed, jointly and severally on a senior unsecured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). Our 7 3/8% Senior Notes due 2028 and 5 1/8% Senior Notes due 2029 are guaranteed by our current principal operating subsidiaries. Our 5% Senior Notes due 2023, 5 7/8% Senior Notes due 2024 and 7 3/4% Senior Notes due 2026 are guaranteed by our current principal operating subsidiaries other than Sling TV Holding L.L.C. (“Sling TV Holding”). However, Sling TV Holding, including all of its assets and operations, is a wholly-owned subsidiary of DISH Network L.L.C., which is a Guarantor on all of our outstanding registered senior notes. Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee any of our registered senior notes. These Unrestricted Subsidiaries are non-operating entities that hold minimal or no assets. We and our subsidiaries participate with our parent company, DISH Network, in a centralized system for the management of our cash and marketable investment securities. Please see Note 3 for further information. The assets, liabilities and results of operations of the combined issuer and Guarantors (excluding Unrestricted Subsidiaries) of the guaranteed securities are not materially different than corresponding amounts presented in the consolidated financial statements of the parent company issuer. Therefore, summarized financial information of the issuer and the Guarantors is not required. The below descriptions apply to all of our existing registered senior notes. There are no material differences between our registered senior notes guaranteed by all of our current principal operating subsidiaries and our registered senior notes guaranteed by our current principal operating subsidiaries other than Sling TV Holding, a wholly-owned subsidiary of DISH Network L.L.C., which is a Guarantor on all of our outstanding registered senior notes. The guarantee of a Guarantor will be deemed automatically discharged and released in accordance with the terms of the applicable indenture: (i) in connection with any direct or indirect sale, conveyance or other disposition of all of the capital stock or all or substantially all of the assets of that Guarantor (including by way of merger or consolidation), if such sale or disposition is made in compliance with the applicable provisions of the indenture; (ii) if such Guarantor is dissolved or liquidated in accordance with the provisions of the indenture; (iii) if we designate any such Guarantor as an “Unrestricted Subsidiary” in compliance with the terms of the indenture; or (iv) with respect to a Guarantor which constitutes a Non-Core Asset (as such term is defined in the applicable indenture), upon the sale or other disposition of certain equity interests of such Guarantor, if such sale or disposition is made in compliance with the applicable provisions of the indenture. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the Guarantors, except those imposed by applicable law. The rights of holders of the registered senior notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law. Under certain circumstances (including a finding that a Guarantor was insolvent at the time its guarantee of the registered senior notes was issued), a court could hold that the obligations of a Guarantor under a guarantee may be voided or are subordinate to other obligations of the Guarantor. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance or transfer under U.S. federal or state law. |
Disaggregation of Revenue
Disaggregation of Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Disaggregation of Revenue | |
Disaggregation of Revenue | 14. Disaggregation of Revenue Geographic Information. Revenue is attributed to geographic regions based upon the location where the goods and services are provided. All service revenue was derived from the United States. Substantially all of our long-lived assets reside in the United States. The following table summarizes revenue by geographic region: For the Years Ended December 31, Revenue: 2022 2021 2020 (In thousands) United States $ 12,338,428 $ 12,728,869 $ 12,692,940 Canada and Mexico 39,780 32,994 34,689 Total revenue $ 12,378,208 $ 12,761,863 $ 12,727,629 The revenue from external customers disaggregated by major revenue source was as follows: For the Years Ended December 31, Category: 2022 2021 2020 (In thousands) Pay-TV subscriber and related revenue $ 12,273,150 $ 12,649,285 $ 12,576,470 Equipment sales and other revenue 105,058 112,578 151,159 Total $ 12,378,208 $ 12,761,863 $ 12,727,629 |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2022 | |
Contract Balances | |
Contract Balances | 15. Contract Balances Our valuation and qualifying accounts as of December 31, 2022, 2021 and 2020 were as follows: Allowance for credit losses Balance at Beginning of Period Current Period Provision for Expected Credit Losses Write-offs Charged Against Allowance Balance at End of Period (In thousands) For the years ended: December 31, 2022 $ 32,861 $ 75,245 $ (67,464) $ 40,642 December 31, 2021 $ 43,233 $ 48,150 $ (58,522) $ 32,861 December 31, 2020 $ 19,280 $ 76,441 $ (52,488) $ 43,233 Contract liabilities arise when we bill our customers and receive consideration in advance of providing the service. Contract liabilities are recognized as revenue when the service has been provided to the customer. Contract liabilities are recorded in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities” on our Consolidated Balance Sheets. As of December 31, 2022 2021 (In thousands) Contract liabilities $ 506,815 $ 558,700 Our beginning of period contract liability recorded as customer contract revenue during 2022 was $553 million. We apply a practical expedient and do not disclose the value of the remaining performance obligations for contracts that are less than one year in duration, which represent a substantial majority of our revenue. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of our future revenue. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | 16. Quarterly Financial Data (Unaudited) Our quarterly results of operations are summarized as follows: For the Three Months Ended March 31 June 30 September 30 December 31 (In thousands) Year ended December 31, 2022: Total revenue $ 3,133,411 $ 3,121,014 $ 3,048,315 $ 3,075,468 Operating income (loss) 724,776 757,713 622,781 717,386 Net income (loss) 444,411 483,180 408,337 474,817 Year ended December 31, 2021: Total revenue $ 3,162,919 $ 3,211,488 $ 3,176,289 $ 3,211,167 Operating income (loss) 739,629 793,374 665,434 741,013 Net income (loss) 424,527 476,743 386,629 448,973 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions Related Party Transactions with EchoStar Following the Spin-off, DISH Network and EchoStar have operated as separate publicly-traded companies and neither entity has any ownership interest in the other. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by Charles W. Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family. In connection with and following the Spin-off, we and EchoStar have entered into certain agreements pursuant to which we obtain certain products, services and rights from EchoStar, EchoStar obtains certain products, services and rights from us, and we and EchoStar have indemnified each other against certain liabilities arising from our respective businesses. Pursuant to the Share Exchange Agreement, among other things, EchoStar transferred to us certain assets and liabilities of the EchoStar technologies and EchoStar broadcasting businesses. Pursuant to the Master Transaction Agreement, among other things, EchoStar transferred to DISH Network certain assets and liabilities of its EchoStar Satellite Services segment. In connection with the Share Exchange and the Master Transaction Agreement, DISH Network and EchoStar and certain of their respective subsidiaries entered into certain agreements covering, among other things, tax matters, employee matters, intellectual property matters and the provision of transitional services. In addition, certain agreements that we had with EchoStar have terminated, and we entered into certain new agreements with EchoStar. We also may enter into additional agreements with EchoStar in the future. As of December 31, 2022 and 2021 and during the years ended December 31, 2022, 2021 and 2020, none of these agreements with EchoStar had a material impact on our financial condition or our results of operations. Related Party Transactions with DISH Network “Notes Receivable – DISH Network” Concurrently with the issuance of the 5 1/4% 5 3/4% Senior Secured Notes due 2028 (our “Senior Secured Notes”) and using the proceeds thereof, we made the Intercompany Loan to DISH Network to be used by DISH Network to finance the purchase of certain wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. The Intercompany Loan is secured by (i) the cash proceeds of the loan and (ii) an interest in the wireless spectrum licenses acquired using such proceeds. Such collateral may be replaced by other then-existing wireless spectrum licenses held directly or indirectly by DISH Network of equivalent value (based upon a third-party valuation). The Intercompany Loan will mature in (the “2028 Tranche”). The aggregate principal amount of the Intercompany Loan was initially billion to DISH Network under the 2026 Tranche. Interest will accrue and be payable semiannually, and interest payments with respect to the Intercompany Loan will, at DISH Network’s option, be payable in kind for the first . In the third year, a minimum of of each interest payment due with respect to each tranche of the Intercompany Loan must be paid in cash. Thereafter, interest payments must be paid in cash. Interest will accrue: (a) when paid in cash, at a fixed rate of 5 1/4% 5 3/4% per annum in excess of the Cash Accrual Rate for the applicable tranche. The Intercompany Loan will be repayable by DISH Network in whole or in part, at any time or from time to time, at a price equal to of the principal amount thereof, plus accrued but unpaid interest thereon. The 5 1/4% 5 3/4% are subordinated to our existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security therefor. Any material amendments or modifications to the terms of the Intercompany Loan will require the written consent of the holders of a majority of the then-outstanding 5 1/4% 5 3/4% Senior Secured Notes due 2028. During the years ended December 31, 2022 and 2021, we recorded $415 million and $32 million, respectively, of “Interest income” on our Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2022 and 2021, “Notes receivable – – “Accrued Taxes and Accounts Payable - DISH Network” During the fourth quarter of 2022, “Cost of services” During the years ended December 31, 2022, 2021 and 2020, million, respectively, for satellite capacity leased from DISH Network and telemetry, tracking and control and other professional services provided to us by DISH Network. As a result of the Master Transaction Agreement, discussed above, DISH Network is now a supplier of the vast majority of our transponder capacity. These amounts are recorded in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below. Satellite Capacity Leased from DISH Network . O n September 10, 2019, in connection with the Master Transaction Agreement, DISH Network entered into with EchoStar on May 19, 2019, we began leasing satellite capacity on satellites owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. See “Pay-TV Satellites” in Note 6 for further information. The term of each lease is set forth below: ● EchoStar X, XI and XIV. On March 1, 2014, we began leasing all available capacity from EchoStar on the EchoStar X, XI and XIV satellites. The term of each satellite capacity agreement generally terminates upon the earlier of: (i) the end-of-life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. We generally have the option to renew each satellite capacity agreement on a year-to-year basis through the end of the respective satellite’s life. There can be no assurance that any options to renew such agreements will be exercised. Pursuant to the Master Transaction Agreement, on September 10, 2019, the satellite capacity agreement we previously had with EchoStar for EchoStar X, XI and XIV was transferred to DISH Network and we began leasing satellite capacity on these satellites from a wholly-owned subsidiary of DISH Network as of the same date. ● EchoStar XVI. In December 2009, we entered into a transponder service agreement with EchoStar to lease all of the capacity on EchoStar XVI, a DBS satellite, after its service commencement date. EchoStar XVI was launched in November 2012. Effective December 21, 2012, we and EchoStar amended the transponder service agreement to, among other things, change the initial term to generally expire upon the earlier of: (i) the end-of-life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date the transponder(s) on which service is being provided under the agreement fails; or (iv) four years following the actual service commencement date. In July 2016, we and EchoStar amended the transponder service agreement to, among other things, extend the initial term by one additional year and to reduce the term of the first renewal option by one year . Prior to expiration of the initial term, we had the option to renew for an additional five-year period. In May 2017, we exercised our first renewal option for an additional five-year period ending in January 2023. We also have the option to renew for an additional five-year period prior to expiration of the first renewal period in January 2023. There can be no assurance that the option to renew this agreement will be exercised. During 2018, we and EchoStar further amended the agreement to, among other things, allow us to place and use certain satellites at the 61.5 degree orbital location. Pursuant to the Master Transaction Agreement, on September 10, 2019, the transponder service agreement we previously had with EchoStar for EchoStar XVI was transferred to DISH Network and we began receiving transponder services from a wholly-owned subsidiary of DISH Network as of the same date. Nimiq 5 Agreement . During 2009, EchoStar entered into a 15-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the “Telesat Transponder Agreement”). During 2009, EchoStar also entered into a satellite service agreement (the “DISH Nimiq 5 Agreement”) with us, pursuant to which we received service from EchoStar on all 32 of the DBS transponders covered by the Telesat Transponder Agreement. Under the terms of the DISH Nimiq 5 Agreement, we made certain monthly payments to EchoStar that commenced in 2009 when the Nimiq 5 satellite was placed into service and continued through the service term, which expired ten years following the date the Nimiq 5 satellite was placed into service. Upon expiration of the initial term, we had the option to renew on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. Pursuant to the Master Transaction Agreement, on September 10, 2019, the Telesat Transponder Agreement was transferred to DISH Network and we began receiving transponder services on the Nimiq 5 satellite from a wholly-owned subsidiary of DISH Network as of the same date. We have exercised our option to renew for a period through September 2023. As discussed in Note 6, “Property and Equipment and Intangible Assets,” the Nimiq 5 satellite lease has been accounted for as a finance lease since September 2019. Expenses related to this lease are recorded in “Depreciation and amortization” and “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss). During each of the years ended December 31, 2022, 2021 and 2020, we recorded QuetzSat-1 Lease Agreement. During 2008, EchoStar entered into a ten-year satellite service agreement with SES Latin America S.A. (“SES”), which provided, among other things, for the provision by SES to EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite (“SES Transponder Agreement”) . During 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we received service from EchoStar on 24 DBS transponders. QuetzSat-1 was launched on September 29, 2011 and was placed into service during the fourth quarter of 2011 at the 67.1 degree orbital location. In January 2013, QuetzSat-1 was moved to the 77 degree orbital location and we commenced commercial operations at that location in February 2013. TT&C Agreement. Effective January 1, 2012, we entered into a TT&C agreement pursuant to which we receive TT&C services from EchoStar for certain satellites (the “TT&C Agreement”). In February 2018, we amended the TT&C Agreement to, among other things, extend the term for one-year with four automatic one-year renewal periods. The fees for services provided under the TT&C Agreement are calculated at either: (i) a fixed fee; or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. We and EchoStar are able to terminate the TT&C Agreement for any reason upon 12 months ’ notice. On May 19, 2019, DISH Network entered into a Master Transaction Agreement pursuant to which, on September 10, 2019, the assets and employees that provide these services were transferred to DISH Network. We began receiving TT&C services from a wholly-owned subsidiary of DISH Network as of the same date. “Selling, general and administrative expenses” During the years ended December 31, 2022, 2021 and 2020, we incurred $11 million, $8 million and $7 million, respectively, for services provided to us by DISH Network. These amounts are recorded in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The agreements pertaining to these expenses are discussed below. Real Estate Lease Agreements. O n September 10, 2019, in connection with the Master Transaction Agreement, we began leasing office space owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. The term of each lease is set forth below: ● Santa Fe Lease Agreement. The lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado originally from EchoStar to us was for a period ending on December 31, 2018. In December 2018, we and EchoStar amended this lease to, among other things, extend the term thereof for one additional year until December 31, 2019. Pursuant to the Master Transaction Agreement, on September 10, 2019, this lease was transferred to DISH Network and we began leasing all of 5701 S. Santa Fe Dr. in Littleton, Colorado from a wholly-owned subsidiary of DISH Network as of the same date. In December 2020, we and DISH Network amended this lease to, among other things, extend the term thereof for one additional year until December 31, 2021. This lease expired on December 31, 2021. ● Cheyenne Lease Agreement. The lease for certain space at 530 EchoStar Drive in Cheyenne, Wyoming is for a period ending on December 31, 2031. In connection with the completion of the Share Exchange, EchoStar transferred ownership of a portion of this property to DISH Network, and, effective March 1, 2017, DISH Network and EchoStar amended this lease agreement to (i) terminate the lease of certain space at the portion of the property that was transferred to DISH Network and (ii) provide for the continued lease to us of certain space at the portion of the property that EchoStar retained. P ursuant to the Master Transaction Agreement, t he portion of the property EchoStar retained was transferred to DISH Network , and on September 10, 2019, this lease was transferred to DISH Network and we began leasing certain space from a wholly-owned subsidiary of DISH Network as of the same date. Other Agreements – DISH Network Broadband, Wireless and Other Operations. We provide certain administrative, call center, installation, marketing and other services to DISH Network’s broadband, wireless and other operations. During the years ended December 31, 2022, 2021 and 2020, the costs associated with these services were Sale of Assets to DISH Network. million. This was accounted for as a transaction among entities under common control. The difference between our net carrying value of the assets sold to their fair value of Related Party Transactions with NagraStar L.L.C. We own a 50% interest in NagraStar, a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. Certain payments related to NagraStar are recorded in “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss). In addition, certain other payments are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Consolidated Balance Sheets or expensed as “Selling, general and administrative expenses” or “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed. We record all payables in “Trade accounts payable” or “Other accrued expenses” on our Consolidated Balance Sheets. Our investment in NagraStar is accounted for using the equity method. The table below summarizes our transactions with NagraStar. For the Years Ended December 31, 2022 2021 2020 (In thousands) Purchases (including fees): Purchases from NagraStar $ 43,416 $ 45,944 $ 53,902 As of December 31, 2022 2021 (In thousands) Amounts Payable and Commitments: Amounts payable to NagraStar $ 7,422 $ 11,988 Commitments to NagraStar $ 3,272 $ 5,630 Related Party Transactions with Dish Mexico Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”) is an entity that provides direct-to-home satellite services in Mexico, which is owned 49% by EchoStar. We provide certain broadcast services and certain satellite services to Dish Mexico, which are recorded in “Equipment sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income (Loss). The table below summarizes our transactions with Dish Mexico: For the Years Ended December 31, 2022 2021 2020 (In thousands) Sales: Uplink services $ 2,709 $ 4,025 $ 5,095 As of December 31, 2022 2021 (In thousands) Amounts Receivable: Amounts receivable from Dish Mexico $ 583 $ 941 { |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events On February 23, 2023, our parent, DISH Network, announced on its earnings call that it had experienced a network outage that affected internal servers and IT telephony. We immediately activated our incident response and business continuity plans designed to contain, assess and remediate the situation. The services of cyber-security experts and outside advisors were retained to assist in the evaluation of the situation. We have determined that the outage was due to a cyber-security incident and notified appropriate law enforcement authorities. On February 27, 2023, we became aware that certain data was extracted from our IT systems as part of this incident. It is possible the investigation will reveal that the extracted data includes personal information. The measures described above are continuing while we, with the assistance of third-party experts and advisors, investigate the extent of the cyber-security incident. The forensic investigation and assessment of the impact of this incident is ongoing. DISH TV and SLING TV remain operational; however our internal communications, customer call centers and internet sites have been affected. We are actively engaged in restoring the affected systems and are making steady progress. During the quarter ending March 31, 2023, we are incurring certain cyber-security-related expenses, including costs to remediate the incident and provide additional customer support, and expect to incur additional expense in future periods resulting from the cyber-security incident. The cyber-security incident may also affect certain operating metrics, including, but not limited to, our subscriber activation and churn and may adversely affect our financial condition, results of operations and cash flows. Although the extent of any such adverse impact has not been determined, it may be material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include all balances and results of operations of DISH DBS and our consolidated subsidiaries. We consolidate all majority owned subsidiaries, investments in entities in which we have controlling influence and variable interest entities where we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. See below for further information. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments and recorded at fair value with changes recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are based on historical experience and other reasonable assumptions in accounting for, among other things, allowances for credit losses, self-insurance obligations, deferred taxes and related valuation allowances, uncertain tax positions, loss contingencies, fair value of financial instruments, fair value of options granted under DISH Network’s stock-based compensation plans, fair value of assets and liabilities acquired in business combinations, relative standalone selling prices of performance obligations , finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives, programming expenses and subscriber lives. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2022 and 2021 may consist of money market funds, government bonds, corporate notes and commercial paper. The cost of these investments approximates their fair value. |
Marketable Investment Securities | Marketable Investment Securities All equity securities are carried at fair value, with changes in fair value recognized in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). All debt securities are classified as available-for-sale and are recorded at fair value. We report the temporary unrealized gains and losses related to changes in market conditions of marketable debt securities as a separate component of “Accumulated other comprehensive income (loss)” within “ Stockholder’s Equity (Deficit) ,” net of related deferred income tax on our Consolidated Balance Sheets. The changes in the fair value of marketable debt securities, which are determined to be company specific credit losses are recorded in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations and Comprehensive Income (Loss). We evaluate our debt investment portfolio to determine whether declines in the fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. We estimate the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions and forecasts of future economic conditions. In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools identified by management include, but are not limited to residential customers, commercial customers and advertising services. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in the unemployment rate, external economic forecasts and current collection rates. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of manufactured inventory includes the cost of materials, labor, freight-in, royalties and manufacturing overhead. Net realizable value is calculated as the estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less depreciation and impairment losses, if any. Our set-top boxes are generally capitalized when they are installed in customers’ homes. If a satellite were to fail while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from two . Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized. Costs related to the procurement and development of software for internal-use are capitalized and amortized using the straight-line method over the estimated useful life of the software. |
Impairment of Long-Lived Assets and Finite-Lived Intangible Assets | Impairment of Long-Lived Assets and Finite-Lived Intangible Assets We review our long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that have finite lives are amortized over their estimated useful lives. For assets which are held and used in operations, the asset would be impaired if the carrying amount of the asset (or asset group) exceeded its undiscounted future net cash flows. Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market. Assets which are to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The carrying amount of a long-lived asset or asset group is considered impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying amount. In that event, a loss is recorded in “Impairment of long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss) based on the amount by which the carrying amount exceeds the fair value of the long-lived asset or asset group. Fair value, using the income approach, is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset or asset group under review, discounted at a rate commensurate with the risk involved. Fair value, utilizing the cost approach, is determined based on the replacement cost of the asset reduced for, among other things, depreciation and obsolescence. Fair value, utilizing the market approach, benchmarks the fair value against the carrying amount. DBS Satellites We currently evaluate our DBS satellite fleet for impairment as one asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2022 and 2021. |
Indefinite-Lived Intangible Assets and Goodwill | Indefinite-Lived Intangible Assets and Goodwill We do not amortize indefinite-lived intangible assets and goodwill but test these assets for impairment annually during the fourth quarter or more often if indicators of impairment arise. We have the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. However, we may elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. Our intangible assets with indefinite lives primarily consist of FCC licenses. Generally, we have determined that our FCC licenses have indefinite useful lives due to the following: ● FCC licenses are a non-depleting asset; ● existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely; ● replacement DBS satellite applications are generally authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment; ● maintenance expenditures to obtain future cash flows are not significant; ● FCC licenses are not technologically dependent; and ● we intend to use these assets indefinitely. DBS Licenses We combine all of our indefinite-lived DBS licenses that we currently utilize or plan to utilize in the future into a single unit of accounting. For 2022, 2021 and 2020, management performed a qualitative assessment to determine whether it is more likely than not that the fair value of the DBS licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations, and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the DBS licenses exceeds its carrying amount. As such, no further analysis was required. Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed as of the acquisition date. In conducting our annual impairment test for 2022, 2021 and 2020, we performed a qualitative assessment, which considered several factors, including, among others, macroeconomic conditions, industry and market conditions, and relevant company specific events and perception of the market. In contemplating all factors in their totality, we determined that the fair value was in excess of the carrying amount. |
Business Combinations | Business Combinations When we acquire a business, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition-date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate. Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately 13 |
Long-Term Deferred Revenue and Other Long-Term Liabilities | Long-Term Deferred Revenue and Other Long-Term Liabilities Certain programmers provide us up-front payments. Such amounts are deferred and recognized as reductions to “Cost of services” on a straight-line basis over the relevant remaining contract term (generally up to ). The current and long-term portions of these deferred credits are recorded on our Consolidated Balance Sheets in “Deferred revenue and other” and “Long-term deferred revenue and other long-term liabilities,” respectively. |
Sales Taxes | Sales Taxes We account for sales taxes imposed on our goods and services on a net basis on our Consolidated Statements of Operations and Comprehensive Income (Loss). Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity. |
Income Taxes | Income Taxes We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized. From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations and Comprehensive Income (Loss). |
Fair Value Measurements | Fair Value Measurements We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value: ● Level 1, defined as observable inputs being quoted prices in active markets for identical assets; ● Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available. As of December 31, 2022 and 2021, the carrying amount for cash and cash equivalents, trade accounts receivable (net of allowance for credit losses) and current liabilities (excluding the “Current portion of long-term debt and finance lease obligations”) was equal to or approximated fair value due to their short-term nature or proximity to current market rates. See Note 4 for the fair value of our marketable investment securities. Fair values for our publicly traded debt securities are based on quoted market prices, when available. The fair values of private debt are based on, among other things, available trade information, and/or an analysis in which we evaluate market conditions, related securities, various public and private offerings, and other publicly available information. In performing this analysis, we make various assumptions regarding, among other things, credit spreads, and the impact of these factors on the value of the debt securities. See Note 8 for the fair value of our long-term debt. |
Deferred Debt Issuance Costs and Debt Discounts | Deferred Debt Issuance Costs and Debt Discounts Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. Any debt discount is deferred and amortized to interest expense using the effective interest rate method over the terms of the respective notes. See Note 8 for further information. |
Revenue Recognition | Revenue Recognition Our revenue is primarily derived from Pay-TV subscriber revenue. We also generate revenue from equipment rental fees and other hardware related fees, including DVRs and fees from subscribers with multiple receivers; advertising services; fees earned from our in-home service operations; warranty services; sales of digital receivers and related equipment to third-party pay-TV providers; satellite uplink and telemetry, tracking and control (“TT&C”) services; and revenue from in-home services. See Note 14 Our residential video subscribers contract for individual services or combinations of services, as discussed above, the majority of which are generally distinct and are accounted for as separate performance obligations. We consider our installations for first time DISH TV subscribers to be a service. However, since we provide a significant integration service combining the installation with programming services, we have concluded that the installation is not distinct from programming and thus the installation and programming services are accounted for as a single performance obligation. We generally satisfy these performance obligations and recognize revenue as the services are provided, for example as the programming is broadcast to subscribers, as this best represents the transfer of control of the services to the subscriber. In cases where a subscriber is charged certain nonrefundable upfront fees, those fees are generally considered to be material rights to the subscriber related to the subscriber’s option to renew without having to pay an additional fee upon renewal. These fees are deferred and recognized over the estimated period of time during which the fee remains material to the customer, which we estimate to be less than . Revenues arising from our in-home services that are separate from the initial installation, such as mounting a TV on a subscriber’s wall, are generally recognized when these services are performed. For our residential video subscribers, we have concluded that the contract term under Accounting Standard Codification Topic 606, Revenue from Contracts with Customers Revenues from our advertising services are typically recognized as the advertisements are broadcast. Sales of equipment to subscribers or other third parties are recognized when control is transferred under the contract. Revenue from our commercial video subscribers typically follows the residential model described above, with the exception that the contract term for most of our commercial subscribers exceeds one month and can be multiple years in length. However, commercial subscribers typically do not receive time-limited discounts or free service periods and accordingly, while they may have multiple performance obligations, revenue is equal to the amount billed in a given month. Contract Balances The timing of revenue recognition generally differs from the timing of invoicing to customers. When revenue is recognized prior to invoicing, we record a receivable. When revenue is recognized subsequent to invoicing, we record deferred revenue. Our residential video subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. We do not adjust the amount of consideration for financing impacts as we apply a practical expedient when we anticipate that the period between transfer of goods and services and eventual payment for those goods and services will be less than one year. See Note 15 for further information, including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers. Assets Recognized Related to the Costs to Obtain a Contract with a Subscriber We recognize an asset for the incremental costs of obtaining a contract with a subscriber if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated subscriber life. During the years ended December 31, 2022, 2021 and 2020, we capitalized $87 million, $117 million and $162 million, respectively, under these programs. The amortization expense related to these programs was $155 million, $158 million and $123 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, we had a total of $230 million and $298 million, respectively, capitalized on our Consolidated Balance Sheets. These amounts are capitalized in “Other current assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). |
Leases | Leases We enter into non-cancelable operating and finance leases for, among other things, satellites, office space, warehouses and distribution centers, vehicles and other equipment. Our leases have remaining lease terms from one within . For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise. We determine if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. Operating leases are included in “Operating lease assets,” “Other accrued expenses” and “Operating lease liabilities” on our Consolidated Balance Sheets. Finance leases are included in “Property and equipment, net,” “Current portion of long-term debt and finance lease obligations” and “Long-term debt and finance lease obligations, net of current portion” on our Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term on our Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 7 for further information on our lease expenses. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate plus a credit spread as secured by our assets. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. Our variable lease payments are immaterial and our lease agreements do not contain any material residual value guarantees or material restrictive covenants. DISH TV subscribers have the choice of leasing or purchasing the satellite receiver and other equipment necessary to receive our DISH TV services. Most of our new DISH TV subscribers choose to lease equipment and thus we retain title to such equipment. Equipment leased to new and existing DISH TV subscribers is capitalized and depreciated over their estimated useful lives. For equipment leased to new and existing DISH TV subscribers, we made an accounting policy election to combine the equipment with our programming services as a single performance obligation in accordance with the revenue recognition guidance as the programming services are the predominant component. The revenue related to equipment leased to new and existing DISH TV subscribers would have otherwise been accounted for as an operating lease. |
Cost of Services | Cost of Services “Cost of services” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes Pay-TV programming expenses and other operating costs related to our Pay-TV services. The cost of television programming distribution rights is generally incurred on a per subscriber basis and various upfront carriage payments are recognized when the related programming is distributed to subscribers. Long-term flat rate programming contracts are generally charged to expense using the straight-line method over the term of the agreement. The cost of television programming rights to distribute live sporting events for a season or tournament is charged to expense using the straight-line method over the course of the season or tournament. |
Cost of Sales - Equipment and Other | Cost of Sales – Equipment and Other “Cost of sales – equipment and other” on our Consolidated Statements of Operations and Comprehensive Income (Loss) principally includes the cost of non-subsidized sales of Pay-TV equipment. Costs are generally recognized as products are delivered to customers and the related revenue is recognized. |
Advertising Costs | Advertising Costs We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Advertising expenses totaled |
Research and Development | Research and Development Research and development costs are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations and Comprehensive Income (Loss). Research and development costs totaled |
New Accounting Pronouncements | New Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our consolidated financial statements. |
Supplemental Data - Statement_2
Supplemental Data - Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Data - Statements of Cash Flows | |
Schedule of supplemental cash flow and other non-cash data | For the Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid for interest $ 899,382 $ 636,934 $ 632,506 Cash received for interest 20,967 4,263 3,548 Cash paid for income taxes 31,896 38,411 22,968 Cash paid for income taxes to DISH Network 489,819 562,268 473,793 Vendor financing — 164 — |
Marketable Investment Securit_2
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | |
Schedule of marketable investment securities, restricted cash and cash equivalents, and other investment securities | As of December 31, 2022 2021 (In thousands) Marketable investment securities: Current marketable investment securities $ 282,733 $ 1,670,739 Restricted cash and cash equivalents (1) 53,525 55,027 Other investment securities: Other investment securities 93,806 99,606 Total marketable investment securities, restricted cash and cash equivalents, and other investment securities $ 430,064 $ 1,825,372 (1) Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash, cash equivalents and marketable investment securities” on our Consolidated Balance Sheets. |
Schedule of investments measured at fair value on a recurring basis | As of December 31, 2022 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents (including restricted) $ 650,523 $ 99,437 $ 551,086 $ — $ 1,404,505 $ 60,085 $ 1,344,420 $ — Debt securities (including restricted): U.S. Treasury and agency securities $ 7,727 $ 7,727 $ — $ — $ — $ — $ — $ — Commercial paper 227,787 — 227,787 — 1,413,134 — 1,413,134 — Corporate securities 46,764 — 46,764 — 254,631 — 254,631 — Other 455 — 455 — 2,974 — 2,974 — Total $ 282,733 $ 7,727 $ 275,006 $ — $ 1,670,739 $ — $ 1,670,739 $ — |
Gains and Losses on Sales and Changes in Carrying Amounts of Investments | For the Years Ended December 31, Other, net: 2022 2021 2020 (In thousands) Costs related to early redemption of debt $ (922) $ (3,587) $ — Equity in earnings (losses) of affiliates 4,112 2,520 653 Other 1,276 247 1,033 Total $ 4,466 $ (820) $ 1,686 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Schedule of inventory | As of December 31, 2022 2021 (In thousands) Finished goods $ 252,939 $ 246,723 Work-in-process and service repairs 19,351 19,074 Raw materials 35,121 26,302 Total inventory $ 307,411 $ 292,099 |
Property and Equipment and In_2
Property and Equipment and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment and Intangible Assets | |
Schedule of property and equipment | Depreciable Life As of December 31, (In Years) 2022 2021 (In thousands) Equipment leased to customers 2-5 $ 1,309,737 $ 1,518,880 EchoStar XV 15 277,658 277,658 EchoStar XVIII 15 411,255 411,255 Satellites acquired under finance lease agreements 15 174,685 398,107 Furniture, fixtures, equipment and other 2-20 1,054,619 1,047,966 Software 3-5 859,911 834,644 Buildings and improvements 5-40 295,375 292,840 Land - 12,505 12,505 Construction in progress - 35,326 37,339 Total property and equipment 4,431,071 4,831,194 Accumulated depreciation (3,440,185) (3,598,014) Property and equipment, net $ 990,886 $ 1,233,180 |
Schedule of depreciation and amortization expense | For the Years Ended December 31, 2022 2021 2020 (In thousands) Equipment leased to customers $ 191,712 $ 244,735 $ 290,006 Satellites 84,016 95,187 95,187 Buildings, furniture, fixtures, equipment and other 78,633 99,082 119,445 Total depreciation and amortization $ 354,361 $ 439,004 $ 504,638 |
Schedule of pay-TV satellite fleet | Degree Launch Orbital Lease Satellites Date Location Termination Date Owned: EchoStar XV July 2010 61.5 N/A EchoStar XVIII June 2016 61.5 N/A Leased from EchoStar: EchoStar IX August 2003 121 December 2022 Leased from DISH Network (1): EchoStar X February 2006 110 February 2024 EchoStar XI July 2008 110 September 2023 EchoStar XIV March 2010 119 February 2024 EchoStar XVI November 2012 61.5 January 2024 Nimiq 5 September 2009 72.7 September 2023 Leased from Other Third Party: Anik F3 (2) April 2007 118.7 April 2025 Ciel II December 2008 129 July 2023 (1) See Note 17 for further information on our Related Party Transactions with DISH Network. (2) During April 2022, we extended the Anik F3 satellite lease for an additional two years with an option to renew for one additional year to April 2025. EchoStar XXIII, which is owned by DISH Network, commenced commercial operations at the 110 degree orbital location on February 15, 2023. At that time, we began leasing EchoStar XXIII from DISH Network replacing EchoStar XI, which became an in-orbit spare. |
Schedule of identifiable intangibles subject to amortization | As of December 31, 2022 2021 Intangible Accumulated Intangible Accumulated Assets Amortization Assets Amortization (In thousands) Technology-based $ 58,162 $ (55,079) $ 58,162 $ (54,535) Trademarks 18,251 (17,050) 18,251 (16,928) Contract-based 4,500 (4,500) 4,500 (4,500) Customer relationships 23,632 (23,632) 23,632 (23,632) Total $ 104,545 $ (100,261) $ 104,545 $ (99,595) |
Schedule of estimated future amortization of identifiable intangible assets | For the Years Ended December 31, 2023 $ 654 2024 654 2025 654 2026 654 2027 654 Thereafter 1,014 Total $ 4,284 |
Schedule of FCC Authorizations | As of December 31, 2022 2021 (In thousands) DBS Licenses $ 611,794 $ 611,794 Total $ 611,794 $ 611,794 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Summary of the components of lease expense | For the Years Ended December 31, 2022 2021 2020 (In thousands) Operating lease cost (1) $ 166,599 $ 217,635 $ 246,523 Short-term lease cost (1)(2) 74,514 33,456 11,409 Finance lease cost: Amortization of right-of-use assets (3) 38,322 49,496 49,496 Interest on lease liabilities (3) 8,566 13,122 17,595 Total finance lease cost (3) 46,888 62,618 67,091 Total lease costs $ 288,001 $ 313,709 $ 325,023 (1) The decrease in operating lease cost primarily related to the QuetzSat-1 lease, which expired in November 2021. In addition, our EchoStar XI and EchoStar X satellites were reclassified to “Short-term lease costs.” (2) Leases that have terms of 12 months or less. (3) The decrease in finance lease cost is primarily related to the Anik F3 finance lease which was extended in April 2022 and as a result is currently accounted for as an operating lease. |
Summary of Supplemental cash flow information related to leases | For the Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 138,318 $ 213,135 $ 247,413 Operating cash flows from finance leases $ 6,733 $ 13,002 $ 17,595 Financing cash flows from finance leases $ 31,030 $ 51,608 $ 49,231 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 74,317 $ 22,780 $ 37,899 Finance leases $ — $ — $ — |
Summary of supplemental balance sheet information related to leases | As of December 31, 2022 2021 (In thousands) Operating Leases: Operating lease assets $ 130,454 $ 220,089 Other current liabilities $ 60,203 $ 139,492 Operating lease liabilities 75,142 83,725 Total operating lease liabilities $ 135,345 $ 223,217 Finance Leases: Property and equipment, gross $ 175,704 $ 399,126 Accumulated depreciation (115,469) (300,569) Property and equipment, net $ 60,235 $ 98,557 Other current liabilities $ 38,102 $ 39,957 Other long-term liabilities 31,104 69,207 Total finance lease liabilities $ 69,206 $ 109,164 Weighted Average Remaining Lease Term: Operating leases 3.7 years 3.0 years Finance leases 1.8 years 2.6 years Weighted Average Discount Rate: Operating leases 7.2% 8.2% Finance leases 10.0% 9.9% |
Summary of maturities of operating lease liabilities | Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 $ 66,536 $ 42,950 $ 109,486 2024 33,037 32,146 65,183 2025 18,509 — 18,509 2026 11,058 — 11,058 2027 6,814 — 6,814 Thereafter 23,408 — 23,408 Total lease payments 159,362 75,096 234,458 Less: Imputed interest (24,017) (5,890) (29,907) Total 135,345 69,206 204,551 Less: Current portion (60,203) (38,102) (98,305) Long-term portion of lease obligations $ 75,142 $ 31,104 $ 106,246 |
Summary of maturities of finance lease liabilities | Maturities of lease liabilities as of December 31, 2022 were as follows: Maturities of Lease Liabilities Operating Finance For the Years Ending December 31, Leases Leases Total (In thousands) 2023 $ 66,536 $ 42,950 $ 109,486 2024 33,037 32,146 65,183 2025 18,509 — 18,509 2026 11,058 — 11,058 2027 6,814 — 6,814 Thereafter 23,408 — 23,408 Total lease payments 159,362 75,096 234,458 Less: Imputed interest (24,017) (5,890) (29,907) Total 135,345 69,206 204,551 Less: Current portion (60,203) (38,102) (98,305) Long-term portion of lease obligations $ 75,142 $ 31,104 $ 106,246 |
Long-Term Debt and Finance Le_2
Long-Term Debt and Finance Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt and Finance Lease Obligations | |
Schedule of carrying and fair values of the entity's debt facilities | As of December 31, 2022 2021 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 5 7/8% Senior Notes due 2022 (1) $ — $ — $ 2,000,000 $ 2,039,700 5% Senior Notes due 2023 (2) 1,443,179 1,441,635 1,500,000 1,541,670 5 7/8% Senior Notes due 2024 2,000,000 1,870,940 2,000,000 2,060,180 7 3/4% Senior Notes due 2026 2,000,000 1,620,280 2,000,000 2,122,700 5 1/4% Senior Secured Notes due 2026 (3) 2,750,000 2,336,813 2,750,000 2,792,900 7 3/8% Senior Notes due 2028 1,000,000 708,320 1,000,000 1,017,060 5 3/4% Senior Secured Notes due 2028 (3) 2,500,000 2,013,675 2,500,000 2,520,650 5 1/8% Senior Notes due 2029 1,500,000 976,755 1,500,000 1,365,645 Other notes payable 18,329 18,329 21,012 21,012 Subtotal 13,211,508 $ 10,986,747 15,271,012 $ 15,481,517 Unamortized deferred financing costs and debt discounts, net (35,206) (42,547) Finance lease obligations (4) 69,206 109,164 Total long-term debt and finance lease obligations (including current portion) $ 13,245,508 $ 15,337,629 (1) As of July 15, 2022, we had repurchased or redeemed the principal balance of our 5 7/8% Senior Notes due 2022. (2) During the year ended December 31, 2022, we repurchased approximately $57 million of our 5% Senior Notes due 2023 in open market trades. The remaining balance of approximately $1.443 billion matured and was redeemed on March 15, 2023 . Our 5 % Senior Notes due 2023 had been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022. (3) The net proceeds from the offering of our Senior Secured Notes (defined herein) were used to make an intercompany loan to DISH Network pursuant to a Loan and Security Agreement dated November 26, 2021 (together with potential future advances to DISH Network, the “Intercompany Loan”) between us and DISH Network in order to finance the purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless infrastructure. See Note 17 Related Party Transactions for further information. (4) Disclosure regarding fair value of finance leases is not required. |
Schedule of interest on long-term debt | Annual Semi-Annual Debt Service Payment Dates Requirements (In thousands) 5% Senior Notes due 2023 (1) March 15 and September 15 $ 75,000 5 7/8% Senior Notes due 2024 May 15 and November 15 $ 117,500 7 3/4% Senior Notes due 2026 January 1 and July 1 $ 155,000 5 1/4% Senior Secured Notes due 2026 June 1 and December 1 $ 144,375 7 3/8% Senior Notes due 2028 January 1 and July 1 $ 73,750 5 3/4% Senior Secured Notes due 2028 June 1 and December 1 $ 143,750 5 1/8% Senior Notes due 2029 June 1 and December 1 $ 76,875 (1) Our 5% Senior Notes due 2023 matured and were redeemed on March 15, 2023 and had been reclassified to “Current portion of long-term debt and finance lease obligations” on our Consolidated Balance Sheets as of December 31, 2022. |
Schedule of other long term debt and capital lease obligations | As of December 31, 2022 2021 (In thousands) Satellites and other finance lease obligations $ 69,206 $ 109,164 Notes payable related to satellite vendor financing and other debt payable in installments through 2031 with interest rates ranging from approximately 4.0% to 6.0% 18,329 21,012 Total 87,535 130,176 Less: current portion (40,922) (42,641) Other long-term debt and finance lease obligations, net of current portion $ 46,613 $ 87,535 |
Income Taxes and Accounting f_2
Income Taxes and Accounting for Uncertainty in Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes and Accounting for Uncertainty in Income Taxes | |
Schedule of components of the (provision for) benefit from income taxes | For the Years Ended December 31, 2022 2021 2020 (In thousands) Current (benefit) provision: Federal $ 572,754 $ 486,736 $ 394,824 State 133,475 106,594 88,449 Foreign (4,255) 2,387 3,971 Total current (benefit) provision 701,974 595,717 487,244 Deferred (benefit) provision: Federal (95,995) (31,424) 14,327 State (20,720) (7,090) (2,161) Increase (decrease) in valuation allowance — (2,790) 948 Total deferred (benefit) provision (116,715) (41,304) 13,114 Total (benefit) provision $ 585,259 $ 554,413 $ 500,358 |
Schedule of reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes | For the Years Ended December 31, 2022 2021 2020 % of pre-tax income/(loss) Statutory rate 21.0 21.0 21.0 State income taxes, net of federal benefit 3.5 3.5 3.6 Other, net (0.1) (0.3) (0.6) Total (benefit) provision for income taxes 24.4 24.2 24.0 |
Schedule of deferred tax assets and liabilities | As of December 31, 2022 2021 (In thousands) Deferred tax assets: NOL, interest, credit and other carryforwards $ 7,642 $ 7,679 Accrued and prepaid expenses 8,526 6,588 Stock-based compensation 19,374 11,545 Deferred revenue 7,344 7,703 Bases differences in partnerships and cost method investments 1,281 — Total deferred tax assets 44,167 33,515 Valuation allowance (7,679) (7,679) Deferred tax asset after valuation allowance 36,488 25,836 Deferred tax liabilities: Depreciation (235,498) (316,002) FCC authorizations and other intangible amortization (153,738) (176,640) Bases difference in partnerships and other investments — (2,612) Total deferred tax liabilities (389,236) (495,254) Net deferred tax asset (liability) $ (352,748) $ (469,418) |
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities | For the Years Ended December 31, Unrecognized tax benefit 2022 2021 2020 (In thousands) Balance as of beginning of period $ 198,511 $ 188,141 $ 208,152 Additions based on tax positions related to the current year 3,444 303 233 Additions based on tax positions related to prior years 9,523 12,095 1,800 Reductions based on tax positions related to prior years (7,100) (1,400) (20,337) Reductions based on tax positions related to settlements with taxing authorities — — (831) Reductions based on tax positions related to the lapse of the statute of limitations — (628) (876) Balance as of end of period $ 204,378 $ 198,511 $ 188,141 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Schedule of expense recognized related to the 401(k) Plan | For the Years Ended December 31, Expense Recognized Related to the 401(k) Plan 2022 2021 2020 (In thousands) Matching contributions, net of forfeitures $ 10,150 $ 7,525 $ 11,549 Discretionary stock contributions, net of forfeitures $ 11,150 $ 24,347 $ 29,784 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Schedule of exercise prices for stock options outstanding and exercisable associated with employees | As of December 31, 2022 Options Outstanding Options Exercisable Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $ 10.01 - $ 20.00 8,896,986 9.48 $ 19.90 2,160,717 9.46 $ 19.94 $ 20.01 - $ 30.00 102,131 5.78 $ 26.36 69,617 5.21 $ 25.90 $ 30.01 - $ 40.00 834,715 1.90 $ 36.05 204,406 3.76 $ 34.68 $ 40.01 - $ 50.00 70,376 3.24 $ 47.16 20,200 1.41 $ 47.43 $ 50.01 - $ 60.00 855,626 3.85 $ 57.79 — — $ — $ 60.01 - $ 70.00 290,500 3.31 $ 63.96 1,000 — $ 63.90 $ 10.01 - $ 70.00 11,050,334 8.23 $ 25.45 2,455,940 8.80 $ 21.58 |
Schedule of stock option activity associated with employees | For the Years Ended December 31, 2022 2021 2020 Options Weighted- Average Exercise Price Options Weighted- Average Exercise Price Options Weighted- Average Exercise Price Total options outstanding, beginning of period (1) 8,834,045 $ 42.15 10,183,615 $ 41.99 12,792,812 $ 41.52 Granted (2) 12,718,689 $ 23.48 956,500 $ 40.55 1,112,500 $ 31.21 Exercised (16,600) $ 27.72 (667,179) $ 33.87 (109,195) $ 28.53 Forfeited, cancelled and transferred (2)(3) (10,485,800) $ 37.13 (1,638,891) $ 43.59 (3,612,502) $ 37.41 Total options outstanding, end of period 11,050,334 $ 25.45 8,834,045 $ 42.15 10,183,615 $ 41.99 Performance-based options outstanding, end of period (4) 3,810,483 $ 34.77 3,021,629 $ 45.35 4,096,749 $ 44.44 Exercisable at end of period 2,455,940 $ 21.58 3,612,931 $ 41.64 3,760,431 $ 41.30 (1) The beginning of period weighted-average exercise price for the year ended December 31, 2022 of $42.15 does not reflect the Exchange Offer, which occurred subsequent to December 31, 2021. (2) Includes approximately 9 million stock options granted and cancelled in connection with the Exchange Offer. (3) Certain of these stock options include options that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS. (4) These stock options are included in the caption “Total options outstanding, end of period.” See discussion of the 2013 LTIP, 2017 LTIP, 2019 LTIP and Other Employee Performance Awards below. |
Schedule of realized tax benefits from stock awards exercised | For the Years Ended December 31, 2022 2021 2020 (In thousands) Tax benefit from stock awards exercised $ 206 $ 3,815 $ 3,361 |
Schedule of aggregate intrinsic value of stock options associated with employees | As of December 31, 2022 Options Options Outstanding Exercisable (In thousands) Aggregate intrinsic value $ 11 $ 1 |
Schedule of restricted stock unit activity | For the Years Ended December 31, 2022 2021 2020 Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Restricted Stock Units/Awards Weighted- Average Grant Date Fair Value Total restricted stock units/awards outstanding, beginning of period 1,130,066 $ 35.26 1,550,245 $ 34.70 1,463,650 $ 50.82 Granted 120,187 $ 29.67 53,877 $ 42.40 1,470,505 $ 32.92 Vested (1) (39,535) $ 28.92 (7,035) $ 60.76 (697,660) $ 63.81 Forfeited, cancelled and transferred (2) (130,360) $ 31.41 (467,021) $ 33.84 (686,250) $ 35.14 Total restricted stock units/awards outstanding, end of period 1,080,358 $ 35.33 1,130,066 $ 35.26 1,550,245 $ 34.70 Restricted Performance Units/Awards outstanding, end of period (3) 944,800 $ 35.37 1,078,425 $ 34.91 1,543,750 $ 34.58 (1) This change in 2020 resulted from certain Other Employee Performance Awards that vested during the third quarter of 2020. (2) Certain of these restricted stock units/awards include restricted stock units/awards that were granted to individuals who transferred to and/or from another DISH Network subsidiary not a part of DISH DBS. (3) These stock units/awards are included in the caption “Total restricted stock units/awards outstanding, end of period.” See discussion of the 2013 LTIP and Other Employee Performance Awards below. |
Schedule of non-cash, stock-based compensation expense recognized | For the Years Ended December 31, Non-Cash, Stock-Based Compensation Expense Recognized (1) 2022 2021 2020 (In thousands) 2022 Incentive Plan $ 15,024 $ — $ — 2019 LTIP (131) 370 12,526 2013 LTIP — (10,550) (741) Other employee performance awards 3,711 7,827 4,370 Total non-cash, stock-based compensation expense recognized for performance-based awards $ 18,604 $ (2,353) $ 16,155 (1) “Non-Cash, Stock-Based Compensation Expense Recognized” includes actual forfeitures . |
Schedule of unrecognized non-cash, stock-based compensation expense | Estimated Remaining Non-Cash, Stock-Based Compensation Expense 2022 Incentive Plan 2019 LTIP Other Employee Performance Awards (In thousands) Expense estimated to be recognized during 2023 $ 6,346 $ 1,676 $ 2,068 Estimated contingent expense in or subsequent to 2023 4,653 5,365 — Total estimated remaining expense over the term of the plan $ 10,999 $ 7,041 $ 2,068 |
Schedule of awards outstanding pursuant to performance-based stock incentive plans | As of December 31, 2022 Performance-Based Stock Options Number of Awards Weighted- Average Grant Price 2022 Incentive Plan 1,228,373 $ 19.80 2019 LTIP 803,043 $ 20.56 2017 LTIP 1,229,067 $ 56.50 2013 LTIP (1) 550,000 $ 40.38 Total 3,810,483 $ 34.77 Restricted Performance Units/Awards 2013 LTIP 335,000 Other employee performance awards 609,800 Total 944,800 |
Schedule of allocated non-cash, stock-based compensation expense for all employees | For the Years Ended December 31, 2022 2021 2020 (In thousands) Cost of services $ 5,817 $ 4,170 $ 7,194 Selling, general and administrative 34,915 7,660 23,477 Total non-cash, stock based compensation $ 40,732 $ 11,830 $ 30,671 |
Schedule of assumptions of Black-Scholes option valuation model | For the Years Ended December 31, Stock Options 2022 2021 2020 Risk-free interest rate 0.91 % - 4.06 % 0.44 % - 1.02 % 0.17 % - 1.72 % Volatility factor 44.00 % - 53.60 % 40.62 % - 43.48 % 28.91 % - 48.08 % Expected term of options in years 2.8 - 5.6 5.5 - 5.6 3.3 - 5.5 Fair value of options granted $ 6.53 - $ 14.17 $ 12.46 - $ 18.23 $ 5.50 - $ 12.10 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Schedule of future maturities of long-term debt, finance lease and contractual obligations | Payments due by period Total 2023 2024 2025 2026 2027 Thereafter (In thousands) Long-term debt obligations $ 13,211,508 $ 1,445,999 $ 2,002,964 $ 3,115 $ 4,751,422 $ 1,478 $ 5,006,530 Interest expense on long-term debt 3,277,271 748,745 711,938 594,287 594,127 294,695 333,479 Finance lease obligations (1) 69,206 38,102 31,104 — — — — Interest expense on finance lease obligations (1) 5,890 4,848 1,042 — — — — Other long-term obligations (2) 5,146,361 2,464,960 1,290,955 740,519 524,843 125,084 — Operating lease obligations (1) 159,362 66,536 33,037 18,509 11,058 6,814 23,408 Purchase obligations 1,445,805 1,423,389 11,736 6,369 4,311 — — Total $ 23,315,403 $ 6,192,579 $ 4,082,776 $ 1,362,799 $ 5,885,761 $ 428,071 $ 5,363,417 (1) See Note 7 for further information on leases and the adoption of ASC 842. (2) Represents obligations for satellite related executory costs, telemetry, tracking and control (“TT&C”) services, short-term leases and certain expenses associated with DISH Network’s Wireless segment. |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disaggregation of Revenue | |
Revenue by geographic region | For the Years Ended December 31, Revenue: 2022 2021 2020 (In thousands) United States $ 12,338,428 $ 12,728,869 $ 12,692,940 Canada and Mexico 39,780 32,994 34,689 Total revenue $ 12,378,208 $ 12,761,863 $ 12,727,629 |
Schedule of disaggregation of revenue | For the Years Ended December 31, Category: 2022 2021 2020 (In thousands) Pay-TV subscriber and related revenue $ 12,273,150 $ 12,649,285 $ 12,576,470 Equipment sales and other revenue 105,058 112,578 151,159 Total $ 12,378,208 $ 12,761,863 $ 12,727,629 |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract Balances | |
Valuation and Qualifying Accounts | Allowance for credit losses Balance at Beginning of Period Current Period Provision for Expected Credit Losses Write-offs Charged Against Allowance Balance at End of Period (In thousands) For the years ended: December 31, 2022 $ 32,861 $ 75,245 $ (67,464) $ 40,642 December 31, 2021 $ 43,233 $ 48,150 $ (58,522) $ 32,861 December 31, 2020 $ 19,280 $ 76,441 $ (52,488) $ 43,233 |
Schedule of Contract balances | As of December 31, 2022 2021 (In thousands) Contract liabilities $ 506,815 $ 558,700 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data (Unaudited) | |
Schedule of quarterly results of operations | For the Three Months Ended March 31 June 30 September 30 December 31 (In thousands) Year ended December 31, 2022: Total revenue $ 3,133,411 $ 3,121,014 $ 3,048,315 $ 3,075,468 Operating income (loss) 724,776 757,713 622,781 717,386 Net income (loss) 444,411 483,180 408,337 474,817 Year ended December 31, 2021: Total revenue $ 3,162,919 $ 3,211,488 $ 3,176,289 $ 3,211,167 Operating income (loss) 739,629 793,374 665,434 741,013 Net income (loss) 424,527 476,743 386,629 448,973 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of related party transaction | For the Years Ended December 31, 2022 2021 2020 (In thousands) Purchases (including fees): Purchases from NagraStar $ 43,416 $ 45,944 $ 53,902 As of December 31, 2022 2021 (In thousands) Amounts Payable and Commitments: Amounts payable to NagraStar $ 7,422 $ 11,988 Commitments to NagraStar $ 3,272 $ 5,630 |
Dish Mexico | |
Schedule of related party transaction | For the Years Ended December 31, 2022 2021 2020 (In thousands) Sales: Uplink services $ 2,709 $ 4,025 $ 5,095 As of December 31, 2022 2021 (In thousands) Amounts Receivable: Amounts receivable from Dish Mexico $ 583 $ 941 |
Organization and Business Act_2
Organization and Business Activities (Details) customer in Thousands | Dec. 31, 2022 customer |
Pay TV Subscribers | |
Organization and Business Activities | |
Number of subscribers | 9,750 |
DISH TV subscribers | |
Organization and Business Activities | |
Number of subscribers | 7,416 |
Sling TV subscribers | |
Organization and Business Activities | |
Number of subscribers | 2,334 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Principles of Consolidation and Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant accounting policies | |||
Maturity period of cash equivalents | 90 days | ||
Advertising Costs | |||
Advertising expenses | $ 480 | $ 431 | $ 432 |
Research and Development | |||
Research and development costs | $ 45 | $ 29 | $ 24 |
Minimum | |||
Property and Equipment | |||
Useful life of property and equipment | 2 years | ||
Business Combinations | |||
Amortization of finite lived intangible assets useful life | 13 years | ||
Maximum | |||
Property and Equipment | |||
Useful life of property and equipment | 40 years | ||
Business Combinations | |||
Amortization of finite lived intangible assets useful life | 20 years | ||
Long-Term Deferred Revenue, Distribution and Carriage Payments | |||
Deferred upfront payment, amortization period | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Contract cost capitalized during the period | $ 87 | $ 117 | $ 162 |
Amortization expense related to the programs | 155 | 158 | $ 123 |
Total costs capitalized | $ 230 | $ 298 | |
Maximum | |||
Summary of Significant Accounting Policies | |||
Period of deferral for the portion of subscriber fees that are deferred | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Renewal options, operating lease | true |
Renewal options, finance lease | true |
Options to terminate, operating lease | true |
Options to terminate, finance lease | true |
Minimum | |
Leases | |
Remaining lease terms, operating lease | 1 year |
Remaining lease terms, finance lease | 1 year |
Maximum | |
Leases | |
Remaining lease terms, operating lease | 9 years |
Remaining lease terms, finance lease | 9 years |
Termination period, operating lease | 1 year |
Termination period, finance lease | 1 year |
Supplemental Data - Statement_3
Supplemental Data - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Data - Statements of Cash Flows | |||
Cash paid for interest | $ 899,382 | $ 636,934 | $ 632,506 |
Cash received for interest | 20,967 | 4,263 | 3,548 |
Cash paid for income taxes | 31,896 | 38,411 | 22,968 |
Cash paid for income taxes to DISH Network | $ 489,819 | 562,268 | $ 473,793 |
Vendor financing | $ 164 |
Marketable Investment Securit_3
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2017 |
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities: | |||
Current marketable investment securities | $ 282,733 | $ 1,670,739 | |
Restricted cash and cash equivalents | 53,525 | 55,027 | |
Other investment securities | 93,806 | 99,606 | |
Total marketable investment securities, restricted cash and cash equivalents, and other investment securities | $ 430,064 | $ 1,825,372 | |
NagraStar | |||
Marketable Investment Securities, Restricted Cash and Cash Equivalents and Other Investment Securities: | |||
Ownership interest in equity method investment | 50% | 50% |
Marketable Investment Securit_4
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Commercial Paper [Member] | |
Other investment securities: | |
Debt term of Maturity | 365 days |
Corporate securities | |
Other investment securities: | |
Debt term of Maturity | 18 months |
Marketable Investment Securit_5
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Unrealized Gains (Losses) On Marketable Investment Securities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Contractual maturities of restricted and non-restricted marketable investment securities | |
Debt securities with contractual maturities within one year | $ 283 |
Marketable Investment Securit_6
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Fair Value Measurements (Details) - Fair value measurements on recurring basis - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value of marketable securities | ||
Cash equivalents (including restricted) | $ 650,523 | $ 1,404,505 |
Total | 282,733 | 1,670,739 |
U.S. Treasury and agency securities | ||
Fair value of marketable securities | ||
Debt securities | 7,727 | |
Commercial paper | ||
Fair value of marketable securities | ||
Debt securities | 227,787 | 1,413,134 |
Corporate securities | ||
Fair value of marketable securities | ||
Debt securities | 46,764 | 254,631 |
Other (including restricted) | ||
Fair value of marketable securities | ||
Debt securities | 455 | 2,974 |
Level 1 | ||
Fair value of marketable securities | ||
Cash equivalents (including restricted) | 99,437 | 60,085 |
Total | 7,727 | |
Level 1 | U.S. Treasury and agency securities | ||
Fair value of marketable securities | ||
Debt securities | 7,727 | |
Level 2 | ||
Fair value of marketable securities | ||
Cash equivalents (including restricted) | 551,086 | 1,344,420 |
Total | 275,006 | 1,670,739 |
Level 2 | Commercial paper | ||
Fair value of marketable securities | ||
Debt securities | 227,787 | 1,413,134 |
Level 2 | Corporate securities | ||
Fair value of marketable securities | ||
Debt securities | 46,764 | 254,631 |
Level 2 | Other (including restricted) | ||
Fair value of marketable securities | ||
Debt securities | $ 455 | $ 2,974 |
Marketable Investment Securit_7
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities - Gains And Losses On Sales And Changes In Carrying Amounts Of Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities | |||
Costs related to early redemption of debt | $ (922) | $ (3,587) | |
Equity in earnings (losses) of affiliates | 4,112 | 2,520 | $ 653 |
Other | 1,276 | 247 | 1,033 |
Total | $ 4,466 | $ (820) | $ 1,686 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Finished goods | $ 252,939 | $ 246,723 |
Work-in-process and service repairs | 19,351 | 19,074 |
Raw materials | 35,121 | 26,302 |
Total inventory | $ 307,411 | $ 292,099 |
Property and Equipment and In_3
Property and Equipment and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | ||
Total property and equipment | $ 4,431,071 | $ 4,831,194 |
Accumulated depreciation | (3,440,185) | (3,598,014) |
Property and equipment, net | $ 990,886 | 1,233,180 |
Minimum | ||
Property and Equipment | ||
Depreciable life of assets | 2 years | |
Maximum | ||
Property and Equipment | ||
Depreciable life of assets | 40 years | |
Equipment leased to customers | ||
Property and Equipment | ||
Total property and equipment | $ 1,309,737 | 1,518,880 |
Equipment leased to customers | Minimum | ||
Property and Equipment | ||
Depreciable life of assets | 2 years | |
Equipment leased to customers | Maximum | ||
Property and Equipment | ||
Depreciable life of assets | 5 years | |
EchoStar XV | ||
Property and Equipment | ||
Total property and equipment | $ 277,658 | 277,658 |
Depreciable life of assets | 15 years | |
EchoStar XVIII | ||
Property and Equipment | ||
Total property and equipment | $ 411,255 | 411,255 |
Depreciable life of assets | 15 years | |
Satellites acquired under finance lease agreements | ||
Property and Equipment | ||
Total property and equipment | $ 174,685 | 398,107 |
Depreciable life of assets | 15 years | |
Furniture, fixtures, equipment and other | ||
Property and Equipment | ||
Total property and equipment | $ 1,054,619 | 1,047,966 |
Furniture, fixtures, equipment and other | Minimum | ||
Property and Equipment | ||
Depreciable life of assets | 2 years | |
Furniture, fixtures, equipment and other | Maximum | ||
Property and Equipment | ||
Depreciable life of assets | 20 years | |
Software projects | ||
Property and Equipment | ||
Total property and equipment | $ 859,911 | 834,644 |
Software projects | Minimum | ||
Property and Equipment | ||
Depreciable life of assets | 3 years | |
Software projects | Maximum | ||
Property and Equipment | ||
Depreciable life of assets | 5 years | |
Buildings and improvements | ||
Property and Equipment | ||
Total property and equipment | $ 295,375 | 292,840 |
Buildings and improvements | Minimum | ||
Property and Equipment | ||
Depreciable life of assets | 5 years | |
Buildings and improvements | Maximum | ||
Property and Equipment | ||
Depreciable life of assets | 40 years | |
Land | ||
Property and Equipment | ||
Total property and equipment | $ 12,505 | 12,505 |
Construction in progress | ||
Property and Equipment | ||
Total property and equipment | $ 35,326 | $ 37,339 |
Property and Equipment and In_4
Property and Equipment and Intangible Assets - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation and amortization expense | |||
Depreciation and amortization expense | $ 354,361 | $ 439,004 | $ 504,638 |
Equipment leased to customers | |||
Depreciation and amortization expense | |||
Depreciation and amortization expense | 191,712 | 244,735 | 290,006 |
Satellites | |||
Depreciation and amortization expense | |||
Depreciation and amortization expense | 84,016 | 95,187 | 95,187 |
Buildings, furniture, fixtures, equipment and other | |||
Depreciation and amortization expense | |||
Depreciation and amortization expense | $ 78,633 | $ 99,082 | $ 119,445 |
Property and Equipment and In_5
Property and Equipment and Intangible Assets - Pay TV Satellites (Details) - item | 1 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Number of other satellites to be relocated in the event of failure or loss of any satellite | 1 | |
Pay-TV Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized in geostationary orbit approximately 22,300 miles above the equator | 10 | |
Owned Satellites | 2 | |
Number of satellites leased from third parties | 2 | |
Anik F3 Satellite | ||
Property, Plant and Equipment [Line Items] | ||
Leased term | 2 years | |
Leased extension term | 1 year | |
EchoStar | Pay-TV Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized under operating lease | 1 | |
Dish Network | Pay-TV Satellites | ||
Property, Plant and Equipment [Line Items] | ||
Number of satellites utilized under operating lease | 5 |
Property and Equipment and In_6
Property and Equipment and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets | |||
Intangible Assets | $ 104,545 | $ 104,545 | |
Accumulated Amortization | (100,261) | (99,595) | |
Amortization expenses | $ 1,000 | 1,000 | $ 3,000 |
Minimum | |||
Intangible Assets | |||
Useful life | 13 years | ||
Maximum | |||
Intangible Assets | |||
Useful life | 20 years | ||
Technology-based | |||
Intangible Assets | |||
Intangible Assets | $ 58,162 | 58,162 | |
Accumulated Amortization | (55,079) | (54,535) | |
Trademarks | |||
Intangible Assets | |||
Intangible Assets | 18,251 | 18,251 | |
Accumulated Amortization | (17,050) | (16,928) | |
Contract-based | |||
Intangible Assets | |||
Intangible Assets | 4,500 | 4,500 | |
Accumulated Amortization | (4,500) | (4,500) | |
Customer relationships | |||
Intangible Assets | |||
Intangible Assets | 23,632 | 23,632 | |
Accumulated Amortization | $ (23,632) | $ (23,632) |
Property and Equipment and In_7
Property and Equipment and Intangible Assets - Estimated future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated future amortization of identifiable intangible assets | ||
2023 | $ 654 | |
2024 | 654 | |
2025 | 654 | |
2026 | 654 | |
2027 | 654 | |
Thereafter | 1,014 | |
Total | 4,284 | |
Other noncurrent assets, net | ||
Estimated future amortization of identifiable intangible assets | ||
Goodwill | $ 6,000 | $ 6,000 |
Property and Equipment and In_8
Property and Equipment and Intangible Assets - FCC Authorizations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
FCC authorizations | $ 611,794 | $ 611,794 |
FCC Authorizations | ||
FCC authorizations | 611,794 | 611,794 |
DBS Licenses | FCC Authorizations | ||
FCC authorizations | $ 611,794 | $ 611,794 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Short term lease period | 12 months |
Renewal options, operating lease | true |
Renewal options, finance lease | true |
Options to terminate, operating lease | true |
Options to terminate, finance lease | true |
Minimum | |
Leases | |
Remaining lease terms, operating lease | 1 year |
Remaining lease terms, finance lease | 1 year |
Maximum | |
Leases | |
Remaining lease terms, operating lease | 9 years |
Remaining lease terms, finance lease | 9 years |
Termination period, operating lease | 1 year |
Termination period, finance lease | 1 year |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 166,599 | $ 217,635 | $ 246,523 |
Short-term lease cost | 74,514 | 33,456 | 11,409 |
Amortization of right-of-use assets | 38,322 | 49,496 | 49,496 |
Interest on lease liabilities | 8,566 | 13,122 | 17,595 |
Total finance lease cost | 46,888 | 62,618 | 67,091 |
Total lease costs | $ 288,001 | $ 313,709 | $ 325,023 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating cash flows from operating leases | $ 138,318 | $ 213,135 | $ 247,413 |
Operating cash flows from finance leases | 6,733 | 13,002 | 17,595 |
Financing cash flows from finance leases | 31,030 | 51,608 | 49,231 |
Right-of-use assets obtained in exchange for lease obligations, operating leases | $ 74,317 | $ 22,780 | $ 37,899 |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease assets | $ 130,454 | $ 220,089 |
Other current liabilities | $ 60,203 | $ 139,492 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Operating lease liabilities | $ 75,142 | $ 83,725 |
Total operating lease liabilities | $ 135,345 | $ 223,217 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Operating lease liabilities, Other Accrued Liabilities, Current | Operating lease liabilities, Other Accrued Liabilities, Current |
Property and equipment, gross | $ 4,431,071 | $ 4,831,194 |
Accumulated depreciation | (3,440,185) | (3,598,014) |
Property and equipment, net | 990,886 | 1,233,180 |
Other current liabilities | $ 38,102 | $ 39,957 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Capital Lease Obligations, Current | Long-term Debt and Capital Lease Obligations, Current |
Other long-term liabilities | $ 31,104 | $ 69,207 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt, Excluding Current Maturities | Long-term Debt, Excluding Current Maturities |
Total finance lease liabilities | $ 69,206 | $ 109,164 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Contract with Customer, Liability, Noncurrent and Other Long Term Liabilities | Contract with Customer, Liability, Noncurrent and Other Long Term Liabilities |
Weighted Average Remaining Lease Term: Operating leases | 3 years 8 months 12 days | 3 years |
Weighted Average Remaining Lease Term: Finance leases | 1 year 9 months 18 days | 2 years 7 months 6 days |
Weighted Average Discount Rate: Operating leases | 7.20% | 8.20% |
Weighted Average Discount Rate: Finance leases | 10% | 9.90% |
Property and equipment [Member] | ||
Leases | ||
Property and equipment, gross | $ 175,704 | $ 399,126 |
Accumulated depreciation | (115,469) | (300,569) |
Property and equipment, net | $ 60,235 | $ 98,557 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Maturities of lease liabilities: Operating lease | ||
2023 | $ 66,536 | |
2024 | 33,037 | |
2025 | 18,509 | |
2026 | 11,058 | |
2027 | 6,814 | |
Thereafter | 23,408 | |
Total lease payments | 159,362 | |
Less: Imputed interest | (24,017) | |
Total operating lease liabilities | 135,345 | $ 223,217 |
Less: Current portion | (60,203) | (139,492) |
Long-term portion of lease obligations | 75,142 | 83,725 |
Maturities of lease liabilities: Finance lease | ||
2023 | 42,950 | |
2024 | 32,146 | |
Total lease payments | 75,096 | |
Less: Imputed interest | (5,890) | |
Total finance lease liabilities | 69,206 | 109,164 |
Less: Current portion | (38,102) | (39,957) |
Long-term portion of lease obligations | 31,104 | $ 69,207 |
Future minimum payments for total lease liabilities | ||
2023 | 109,486 | |
2024 | 65,183 | |
2025 | 18,509 | |
2026 | 11,058 | |
2027 | 6,814 | |
Thereafter | 23,408 | |
Total lease payments | 234,458 | |
Less: Imputed interest | (29,907) | |
Total | 204,551 | |
Less: Current portion | (98,305) | |
Long-term portion of lease obligations | $ 106,246 |
Long-Term Debt and Finance Le_3
Long-Term Debt and Finance Lease Obligations - Long term debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Feb. 11, 2022 | Jun. 13, 2016 | Nov. 20, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 26, 2021 | May 24, 2021 | Jul. 01, 2020 | Dec. 27, 2012 | |
Long-term debt | |||||||||
Finance lease obligations | $ 69,206 | $ 109,164 | |||||||
Percentage of principal amount at which notes may be required to be repurchased in event of change of control | 101% | ||||||||
Additional advances to DISH network under Intercompany Loan | $ 1,500,000 | ||||||||
5% Senior Notes due 2023 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 5% | 5% | |||||||
Debt repurchased | $ 57,000 | ||||||||
Outstanding debt | $ 1,443,000 | ||||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 1,500,000 | ||||||||
Annual Debt Service Requirements | $ 75,000 | ||||||||
5 7/8% Senior Notes due 2024 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 5.875% | 5.875% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||
Term of debt instrument | 10 years | ||||||||
Annual Debt Service Requirements | $ 117,500 | ||||||||
7 3/4% Senior Notes due 2026 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 7.75% | 7.75% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||
Term of debt instrument | 10 years | ||||||||
Annual Debt Service Requirements | $ 155,000 | ||||||||
5 1/4% Senior Secured Notes due 2026 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 5.25% | 5.25% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 2,750,000 | ||||||||
Term of debt instrument | 36 months | ||||||||
Annual Debt Service Requirements | $ 144,375 | ||||||||
5 1/4% Senior Secured Notes due 2026 | Redemption Prior to December 1, 2024 | |||||||||
Long-term debt | |||||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
5 1/4% Senior Secured Notes due 2026 | Redemption Prior to December 1, 2024 | Maximum | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 35% | ||||||||
5 1/4% Senior Secured Notes due 2026 | Each Twelve Months period commencing with issuance date | |||||||||
Long-term debt | |||||||||
Redemption price as a percentage of principal amount | 103% | ||||||||
5 1/4% Senior Secured Notes due 2026 | Each Twelve Months period commencing with issuance date | Maximum | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 10% | ||||||||
7 3/8% Senior Notes due 2028 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 7.375% | 7.375% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 1,000,000 | ||||||||
Annual Debt Service Requirements | $ 73,750 | ||||||||
7 3/8% Senior Notes due 2028 | Maximum | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 35% | ||||||||
5 3/4% Senior Secured Notes due 2028 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 5.75% | 5.75% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 2,500,000 | ||||||||
Term of debt instrument | 36 months | ||||||||
Annual Debt Service Requirements | $ 143,750 | ||||||||
5 3/4% Senior Secured Notes due 2028 | Redemption Prior to December 1, 2024 | |||||||||
Long-term debt | |||||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
5 3/4% Senior Secured Notes due 2028 | Redemption Prior to December 1, 2024 | Maximum | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 35% | ||||||||
5 3/4% Senior Secured Notes due 2028 | Each Twelve Months period commencing with issuance date | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 10% | ||||||||
Redemption price as a percentage of principal amount | 103% | ||||||||
5 1/8% Senior Notes due 2029 | |||||||||
Long-term debt | |||||||||
Interest rate (as a percent) | 5.125% | 5.125% | |||||||
Redemption price as a percentage of principal amount | 100% | ||||||||
Aggregate principal amount | $ 1,500,000 | ||||||||
Annual Debt Service Requirements | $ 76,875 | ||||||||
5 1/8% Senior Notes due 2029 | Redemption Prior to June 1, 2014 | Maximum | |||||||||
Long-term debt | |||||||||
Percentage of principal amount redeemed | 35% | ||||||||
D I S H D B S Corporation | |||||||||
Long-term debt | |||||||||
Carrying Amount | $ 13,211,508 | 15,271,012 | |||||||
Fair Value | 10,986,747 | 15,481,517 | |||||||
Unamortized deferred financing costs and debt discounts, net | (35,206) | (42,547) | |||||||
Finance lease obligations | 69,206 | 109,164 | |||||||
Total long-term debt and finance lease obligations (including current portion) | $ 13,245,508 | 15,337,629 | |||||||
D I S H D B S Corporation | 5 7/8% Senior Notes due 2022 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 2,000,000 | ||||||||
Fair Value | 2,039,700 | ||||||||
Interest rate (as a percent) | 5.875% | ||||||||
D I S H D B S Corporation | 5% Senior Notes due 2023 | |||||||||
Long-term debt | |||||||||
Carrying Amount | $ 1,443,179 | 1,500,000 | |||||||
Fair Value | $ 1,441,635 | $ 1,541,670 | |||||||
Interest rate (as a percent) | 5% | 5% | |||||||
D I S H D B S Corporation | 5 7/8% Senior Notes due 2024 | |||||||||
Long-term debt | |||||||||
Carrying Amount | $ 2,000,000 | $ 2,000,000 | |||||||
Fair Value | 1,870,940 | 2,060,180 | |||||||
D I S H D B S Corporation | 7 3/4% Senior Notes due 2026 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 2,000,000 | 2,000,000 | |||||||
Fair Value | 1,620,280 | 2,122,700 | |||||||
D I S H D B S Corporation | 5 1/4% Senior Secured Notes due 2026 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 2,750,000 | 2,750,000 | |||||||
Fair Value | 2,336,813 | 2,792,900 | |||||||
D I S H D B S Corporation | 7 3/8% Senior Notes due 2028 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 1,000,000 | 1,000,000 | |||||||
Fair Value | 708,320 | 1,017,060 | |||||||
D I S H D B S Corporation | 5 3/4% Senior Secured Notes due 2028 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 2,500,000 | 2,500,000 | |||||||
Fair Value | 2,013,675 | 2,520,650 | |||||||
D I S H D B S Corporation | 5 1/8% Senior Notes due 2029 | |||||||||
Long-term debt | |||||||||
Carrying Amount | 1,500,000 | 1,500,000 | |||||||
Fair Value | 976,755 | 1,365,645 | |||||||
D I S H D B S Corporation | Other notes payable | |||||||||
Long-term debt | |||||||||
Carrying Amount | 18,329 | 21,012 | |||||||
Fair Value | $ 18,329 | $ 21,012 |
Long-Term Debt and Finance Le_4
Long-Term Debt and Finance Lease Obligations - Other Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other long-term debt and capital lease obligations | ||
Total | $ 87,535 | $ 130,176 |
Less current portion | (40,922) | (42,641) |
Other long-term debt and capital lease obligations, net of current portion | 46,613 | 87,535 |
Satellites and other finance lease obligations | ||
Other long-term debt and capital lease obligations | ||
Total | 69,206 | 109,164 |
Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13% | ||
Other long-term debt and capital lease obligations | ||
Total | $ 18,329 | $ 21,012 |
Minimum | Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13% | ||
Other long-term debt and capital lease obligations | ||
Interest rate (as a percent) | 4% | |
Maximum | Notes payable related to satellite vendor financing and other debt payable in installments through 2025 with interest rates ranging from approximately 6% to 13% | ||
Other long-term debt and capital lease obligations | ||
Interest rate (as a percent) | 6% |
Long-Term Debt and Finance Le_5
Long-Term Debt and Finance Lease Obligations - Capital lease obligations (Details) | 12 Months Ended |
Dec. 31, 2022 | |
FSS Satellite Anik F3 | |
Lessee, Lease, Description [Line Items] | |
Ku-band capacity leased (as a percent) | 100% |
Term of capital lease | 15 years |
Nimiq 5 | |
Lessee, Lease, Description [Line Items] | |
Percentage of capacity leased | 100% |
Income Taxes and Accounting f_3
Income Taxes and Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes and Accounting for Uncertainty in Income Taxes | |||
Tax benefits related to credit carryforwards | $ 10,000 | ||
Cash paid for income taxes to DISH Network | 489,819 | $ 562,268 | $ 473,793 |
Net operating loss carryforwards | 0 | ||
Current (benefit) provision: | |||
Federal | 572,754 | 486,736 | 394,824 |
State | 133,475 | 106,594 | 88,449 |
Foreign | (4,255) | 2,387 | 3,971 |
Total current (benefit) provision | 701,974 | 595,717 | 487,244 |
Deferred (benefit) provision: | |||
Federal | (95,995) | (31,424) | 14,327 |
State | (20,720) | (7,090) | (2,161) |
Increase (decrease) in valuation allowance | (2,790) | 948 | |
Total deferred (benefit) provision | (116,715) | (41,304) | 13,114 |
Total (benefit) provision | 585,259 | 554,413 | 500,358 |
Income (loss) before income taxes | 2,396,004 | $ 2,291,285 | $ 2,084,660 |
Income (loss) from foreign operations | $ 14,000 | ||
Reconciliation of amounts computed by applying the statutory Federal tax rate to income before taxes | |||
Statutory rate (as a percent) | 21% | 21% | 21% |
State income taxes, net of Federal benefit (as a percent) | 3.50% | 3.50% | 3.60% |
Other, net (as a percent) | (0.10%) | (0.30%) | (0.60%) |
Total (benefit) provision for income taxes | 24.40% | 24.20% | 24% |
Deferred tax assets: | |||
NOL, interest, credit and other carryforwards | $ 7,642 | $ 7,679 | |
Accrued and prepaid expenses | 8,526 | 6,588 | |
Stock-based compensation | 19,374 | 11,545 | |
Bases differences in partnerships and cost method investments | 1,281 | ||
Deferred revenue | 7,344 | 7,703 | |
Total deferred tax assets | 44,167 | 33,515 | |
Valuation allowance | (7,679) | (7,679) | |
Deferred tax asset after valuation allowance | 36,488 | 25,836 | |
Deferred tax liabilities: | |||
Depreciation | (235,498) | (316,002) | |
FCC authorizations and other intangible amortization | (153,738) | (176,640) | |
Bases difference in partnerships and other investments | (2,612) | ||
Total deferred tax liabilities | (389,236) | (495,254) | |
Net deferred tax asset (liability) | (352,748) | (469,418) | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits included in long-term deferred revenue, distribution and carriage payments and other long-term liabilities | |||
Balance as of beginning of period | 198,511 | 188,141 | $ 208,152 |
Additions based on tax positions related to the current year | 3,444 | 303 | 233 |
Additions based on tax positions related to prior years | 9,523 | 12,095 | 1,800 |
Reductions based on tax positions related to prior years | (7,100) | (1,400) | (20,337) |
Reductions based on tax positions related to settlements with taxing authorities | (831) | ||
Reductions based on tax positions related to the lapse of the statute of limitations | (628) | (876) | |
Balance as of end of period | 204,378 | 198,511 | 188,141 |
Unrecognized tax benefits if recognized, could favorably affect our effective tax rate | 159,000 | ||
Interest and penalty (benefit) expense | 8,000 | 6,000 | 2,000 |
Accrued interest and penalties | $ 49,000 | $ 41,000 | $ 35,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Expense recognized related to 401(k) plan | |||
Matching contributions, net of forfeitures | $ 10,150,000 | $ 7,525,000 | $ 11,549,000 |
Discretionary stock contributions, net of forfeitures | $ 11,150,000 | $ 24,347,000 | $ 29,784,000 |
Employer matching contribution as a percentage of voluntary employee contributions under 401(k) plan | 50% | ||
Employer maximum annual contribution per employee under 401(k) plan | $ 2,500 | ||
Employee Stock Purchase Plan | |||
Expense recognized related to 401(k) plan | |||
Minimum number of calendar quarters to be employed for full-time employees to be eligible to participate in the ESPP | 3 months | ||
Maximum fair value of capital stock permitted to be purchased by employees in any one year under ESPP | $ 25,000 | ||
Employee Stock Purchase Plan | Class A common stock | |||
Expense recognized related to 401(k) plan | |||
Number of shares authorized to be issued under Employee Stock Purchase Plan (ESPP) | 6.8 | ||
Shares of common stock available for future grant under stock incentive plans | 0.7 | ||
Purchase price as percentage of closing market price on the last business day of each calendar quarter under ESPP | 85% | ||
Number of shares of common stock purchased under ESPP | 1.2 | 0.6 | 0.8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Jul. 22, 2022 employee shares | Dec. 31, 2022 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 $ / shares shares | |
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 11,050,334 | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 25.45 | $ 42.15 | ||||
Percentage of work time needed for stock based compensation | 50% | |||||
DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Percentage of stock awards vesting per year (as a percent) | 20% | |||||
Class A common stock | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Shares of common stock available for future grant under stock incentive plans | 52,600,000 | |||||
Stock Options | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 9,000,000 | |||||
Unrecognized compensation expense | $ | $ 17 | |||||
Incremental Stock Based Compensation | $ | $ 6 | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 20 | |||||
Number of employees affected by stock option adjustment | employee | 500 | |||||
Stock Options | Maximum | ||||||
Stock-Based Compensation | ||||||
Expiration term | 10 years | |||||
Stock Options | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 11,050,334 | 8,834,045 | 10,183,615 | 12,792,812 | ||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 25.45 | $ 42.15 | $ 41.99 | $ 41.52 | ||
Stock Options | Class A common stock | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 11,100,000 | |||||
Stock Options | Long-Term Performance Based Plans | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 3,810,483 | 3,021,629 | 4,096,749 | |||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 34.77 | $ 45.35 | $ 44.44 | |||
Restricted Stock Units | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 1,100,000 | |||||
Restricted Stock Units | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 1,100,000 | |||||
Restricted Stock Units | Held by DISH DBS employees | DISH Network Awards | ||||||
Stock-Based Compensation | ||||||
Stock Awards Outstanding (in shares) | 944,800 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Outstanding And Exercisable Associated With Employees (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jul. 22, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | $ 10.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 70 | |||||
Number of stock options outstanding (in shares) | 11,050,334 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 8 years 2 months 23 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 25.45 | $ 42.15 | ||||
Number of stock options exercisable | 2,455,940 | |||||
Exercisable, Weighted-Average Remaining Contractual Life | 8 years 9 months 18 days | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 21.58 | |||||
Stock Options | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Number of stock options outstanding (in shares) | 9,000,000 | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 20 | |||||
Stock Options | DISH Network Awards | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Number of stock options outstanding (in shares) | 11,050,334 | 8,834,045 | 10,183,615 | 12,792,812 | ||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 25.45 | $ 42.15 | $ 41.99 | $ 41.52 | ||
Number of stock options exercisable | 2,455,940 | 3,612,931 | 3,760,431 | |||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 21.58 | $ 41.64 | $ 41.30 | |||
Range Of Exercise Prices $10.01 - $20.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 10.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 20 | |||||
Number of stock options outstanding (in shares) | 8,896,986 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 9 years 5 months 23 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 19.90 | |||||
Number of stock options exercisable | 2,160,717 | |||||
Exercisable, Weighted-Average Remaining Contractual Life | 9 years 5 months 15 days | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 19.94 | |||||
Range of Exercise Prices $20.01 - $30.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 20.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 30 | |||||
Number of stock options outstanding (in shares) | 102,131 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 5 years 9 months 10 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 26.36 | |||||
Number of stock options exercisable | 69,617 | |||||
Exercisable, Weighted-Average Remaining Contractual Life | 5 years 2 months 15 days | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 25.90 | |||||
Range of Exercise Prices $30.01 - $40.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 30.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 40 | |||||
Number of stock options outstanding (in shares) | 834,715 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 1 year 10 months 24 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 36.05 | |||||
Number of stock options exercisable | 204,406 | |||||
Exercisable, Weighted-Average Remaining Contractual Life | 3 years 9 months 3 days | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 34.68 | |||||
Range of Exercise Prices $40.01 - $50.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 40.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 50 | |||||
Number of stock options outstanding (in shares) | 70,376 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 3 years 2 months 26 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 47.16 | |||||
Number of stock options exercisable | 20,200 | |||||
Exercisable, Weighted-Average Remaining Contractual Life | 1 year 4 months 28 days | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 47.43 | |||||
Range of Exercise Prices $50.01 - $60.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 50.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 60 | |||||
Number of stock options outstanding (in shares) | 855,626 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 3 years 10 months 6 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 57.79 | |||||
Range of Exercise Prices $60.01 - $70.00 | ||||||
Exercise prices for stock options outstanding and exercisable: | ||||||
Exercise prices, outstanding stock option awards, low end of range (in dollars per share) | 60.01 | |||||
Exercise prices, outstanding stock option awards, high end of range (in dollars per share) | $ 70 | |||||
Number of stock options outstanding (in shares) | 290,500 | |||||
Outstanding, Weighted-Average Remaining Contractual Life | 3 years 3 months 21 days | |||||
Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 63.96 | |||||
Number of stock options exercisable | 1,000 | |||||
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 63.90 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock option activity | |||
Total options outstanding, end of period (in shares) | 11,050,334 | ||
Exercisable at the end of the period (in shares) | 2,455,940 | ||
Weighted-Average Exercise Price | |||
Total options outstanding, beginning of the period (in dollars per share) | $ 42.15 | ||
Total options outstanding at the end of the period (in dollars per share) | 25.45 | $ 42.15 | |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 21.58 | ||
Stock Options | DISH Network Awards | |||
Stock option activity | |||
Total options outstanding, beginning of period (in shares) | 8,834,045 | 10,183,615 | 12,792,812 |
Granted (in shares) | 12,718,689 | 956,500 | 1,112,500 |
Exercised (in shares) | (16,600) | (667,179) | (109,195) |
Forfeited and cancelled (in shares) | (10,485,800) | (1,638,891) | (3,612,502) |
Total options outstanding, end of period (in shares) | 11,050,334 | 8,834,045 | 10,183,615 |
Exercisable at the end of the period (in shares) | 2,455,940 | 3,612,931 | 3,760,431 |
Weighted-Average Exercise Price | |||
Total options outstanding, beginning of the period (in dollars per share) | $ 42.15 | $ 41.99 | $ 41.52 |
Granted (in dollars per share) | 23.48 | 40.55 | 31.21 |
Exercised (in dollars per share) | 27.72 | 33.87 | 28.53 |
Forfeited and cancelled (in dollars per share) | 37.13 | 43.59 | 37.41 |
Total options outstanding at the end of the period (in dollars per share) | 25.45 | 42.15 | 41.99 |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 21.58 | $ 41.64 | $ 41.30 |
Stock Options | DISH Network Awards | Long-Term Performance Based Plans | |||
Stock option activity | |||
Total options outstanding, beginning of period (in shares) | 3,021,629 | 4,096,749 | |
Total options outstanding, end of period (in shares) | 3,810,483 | 3,021,629 | 4,096,749 |
Weighted-Average Exercise Price | |||
Total options outstanding, beginning of the period (in dollars per share) | $ 45.35 | $ 44.44 | |
Total options outstanding at the end of the period (in dollars per share) | $ 34.77 | $ 45.35 | $ 44.44 |
Stock Options | DISH Network Awards | Exchange Offer [Member] | |||
Stock option activity | |||
Granted (in shares) | 9,000,000 | ||
Forfeited and cancelled (in shares) | (9,000,000) |
Stock-Based Compensation - Tax
Stock-Based Compensation - Tax Benefits From Stock Awards Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Stock-Based Compensation | |||
Tax benefit from stock awards exercised | $ 206 | $ 3,815 | $ 3,361 |
Stock-Based Compensation - Aggr
Stock-Based Compensation - Aggregate Intrinsic Value Of Stock Options (Details) - Stock Options - DISH Network Awards $ in Thousands | Dec. 31, 2022 USD ($) |
Aggregate intrinsic value | |
Aggregate intrinsic value of stock options outstanding | $ 11 |
Aggregate intrinsic value of stock options exercisable | $ 1 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-Term Performance Based Plans | |||
Restricted stock unit activity | |||
Vested (in shares) | 0 | ||
Restricted Stock Units | DISH Network Awards | |||
Restricted stock unit activity | |||
Total restricted stock units outstanding, beginning of period (in shares) | 1,130,066 | 1,550,245 | 1,463,650 |
Granted (in shares) | 120,187 | 53,877 | 1,470,505 |
Vested (in shares) | (39,535) | (7,035) | (697,660) |
Forfeited and cancelled (in shares) | (130,360) | (467,021) | (686,250) |
Total restricted stock units outstanding, end of period (in shares) | 1,080,358 | 1,130,066 | 1,550,245 |
Weighted- Average Grant Date Fair Value | |||
Total restricted stock units outstanding, beginning of period (in dollars per share) | $ 35.26 | $ 34.70 | $ 50.82 |
Granted (in dollars per share) | 29.67 | 42.40 | 32.92 |
Vested (in dollars per share) | 28.92 | 60.76 | 63.81 |
Forfeited and cancelled (in dollars per share) | 31.41 | 33.84 | 35.14 |
Total restricted stock units outstanding, end of period (in dollars per share) | $ 35.33 | $ 35.26 | $ 34.70 |
Performance Based Restricted Stock Units | DISH Network Awards | |||
Restricted stock unit activity | |||
Total restricted stock units outstanding, beginning of period (in shares) | 1,078,425 | 1,543,750 | |
Total restricted stock units outstanding, end of period (in shares) | 944,800 | 1,078,425 | 1,543,750 |
Weighted- Average Grant Date Fair Value | |||
Total restricted stock units outstanding, beginning of period (in dollars per share) | $ 34.91 | $ 34.58 | |
Total restricted stock units outstanding, end of period (in dollars per share) | $ 35.37 | $ 34.91 | $ 34.58 |
Stock-Based Compensation - LTIP
Stock-Based Compensation - LTIP (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jul. 22, 2022 | Dec. 31, 2019 | |
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 40,732 | $ 11,830 | $ 30,671 | |||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 11,050,334 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 25.45 | $ 42.15 | ||||
Unrecognized compensation expense, weighted average period | 4 years 4 months 24 days | |||||
Long-Term Performance Based Plans | ||||||
LTIP Terms | ||||||
Vested (in Shares) | 0 | |||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 18,604 | $ (2,353) | 16,155 | |||
2013 LTIP | ||||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ (10,550) | $ (741) | ||||
2019 LTIP | ||||||
Share-based compensation additional disclosures | ||||||
Percentage of performance goals probable of achievement | 89% | 90% | 95% | |||
Percentage of awards vested | 75% | 69% | ||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ (131) | $ 370 | $ 12,526 | |||
Incentive Plan 2022 | ||||||
LTIP Terms | ||||||
Vested (in Shares) | 0 | |||||
Share-based compensation additional disclosures | ||||||
Percentage of performance goals probable of achievement | 100% | |||||
Percentage of stock awards vesting per year (as a percent) | 33% | |||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 15,024 | |||||
Other Employee Performance Awards | ||||||
LTIP Terms | ||||||
Vested (in Shares) | 0 | 0 | 0 | |||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 3,711 | $ 7,827 | $ 4,370 | |||
Non-Performance Based Stock Awards | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Unrecognized compensation expense | $ 39,000 | |||||
DISH Network Awards | ||||||
Share-based compensation additional disclosures | ||||||
Percentage of stock awards vesting per year (as a percent) | 20% | |||||
DISH Network Awards | 2019 LTIP | ||||||
Estimated Remaining Non-Cash, Stock-Based Compensation Expense | ||||||
Expense estimated to be recognized during 2022 | $ 1,676 | |||||
Estimated contingent expense subsequent to 2022 | 5,365 | |||||
Total estimated remaining expense over the term of plan | 7,041 | |||||
DISH Network Awards | Incentive Plan 2022 | ||||||
Estimated Remaining Non-Cash, Stock-Based Compensation Expense | ||||||
Expense estimated to be recognized during 2022 | 6,346 | |||||
Estimated contingent expense subsequent to 2022 | 4,653 | |||||
Total estimated remaining expense over the term of plan | 10,999 | |||||
DISH Network Awards | Other Employee Performance Awards | ||||||
Estimated Remaining Non-Cash, Stock-Based Compensation Expense | ||||||
Expense estimated to be recognized during 2022 | 2,068 | |||||
Total estimated remaining expense over the term of plan | $ 2,068 | |||||
Stock Options | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 9,000,000 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 20 | |||||
Unrecognized compensation expense | $ 17,000 | |||||
Stock Options | 2013 LTIP | ||||||
LTIP Terms | ||||||
Cancelled (in shares) | 550,000 | |||||
Stock Options | 2017 LTIP | ||||||
LTIP Terms | ||||||
Cancelled (in shares) | 1,229,067 | |||||
Stock Options | DISH Network Awards | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 11,050,334 | 8,834,045 | 10,183,615 | 12,792,812 | ||
Weighted-Average Exercise Price (in dollars per share) | $ 25.45 | $ 42.15 | $ 41.99 | $ 41.52 | ||
Stock Options | DISH Network Awards | Long-Term Performance Based Plans | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 3,810,483 | 3,021,629 | 4,096,749 | |||
Weighted-Average Exercise Price (in dollars per share) | $ 34.77 | $ 45.35 | $ 44.44 | |||
Stock Options | DISH Network Awards | 2013 LTIP | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 550,000 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 40.38 | |||||
Stock Options | DISH Network Awards | 2017 LTIP | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 1,229,067 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 56.50 | |||||
Stock Options | DISH Network Awards | 2019 LTIP | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 803,043 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 20.56 | |||||
Stock Options | DISH Network Awards | Incentive Plan 2022 | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 1,228,373 | |||||
Weighted-Average Exercise Price (in dollars per share) | $ 19.80 | |||||
Restricted Stock Units | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 1,100,000 | |||||
Restricted Stock Units | 2013 LTIP | ||||||
LTIP Terms | ||||||
Cancelled (in shares) | 335,000 | |||||
Restricted Stock Units | DISH Network Awards | ||||||
LTIP Terms | ||||||
Vested (in Shares) | 39,535 | 7,035 | 697,660 | |||
Cancelled (in shares) | 130,360 | 467,021 | 686,250 | |||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 1,100,000 | |||||
Restricted Stock Units | DISH Network Awards | 2013 LTIP | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 335,000 | |||||
Restricted Stock Units | DISH Network Awards | Other Employee Performance Awards | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 609,800 | |||||
Restricted Stock Units | DISH Network Awards | Held by DISH DBS employees | ||||||
Outstanding awards pursuant to performance-based stock incentive plans | ||||||
Performance Based Stock Options (in shares) | 944,800 | |||||
Subscriber-related | ||||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 5,817 | $ 4,170 | $ 7,194 | |||
General and administrative | ||||||
Recognized non-cash stock-based compensation expense | ||||||
Non-cash stock-based compensation expense recognized | $ 34,915 | $ 7,660 | $ 23,477 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Of Stock Options Granted (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Black-Scholes option valuation model, assumptions | |||
Risk-free interest rate, low end of range (as a percent) | 0.91% | 0.44% | 0.17% |
Risk-free interest rate, high end of range (as a percent) | 4.06% | 1.02% | 1.72% |
Volatility factor, low end of range (as a percent) | 44% | 40.62% | 28.91% |
Volatility factor, high end of range (as a percent) | 53.60% | 43.48% | 48.08% |
Maximum | |||
Black-Scholes option valuation model, assumptions | |||
Expected term of options | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 6 months |
Weighted-average fair value of options granted (in dollars per share) | $ 14.17 | $ 18.23 | $ 12.10 |
Minimum | |||
Black-Scholes option valuation model, assumptions | |||
Expected term of options | 2 years 9 months 18 days | 5 years 6 months | 3 years 3 months 18 days |
Weighted-average fair value of options granted (in dollars per share) | $ 6.53 | $ 12.46 | $ 5.50 |
Commitments and Contingencies -
Commitments and Contingencies - Future maturities of other long term obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitment and Contingencies | |
2023 | $ 6,192,579 |
2024 | 4,082,776 |
2025 | 1,362,799 |
2026 | 5,885,761 |
2026 | 428,071 |
Thereafter | 5,363,417 |
Total | 23,315,403 |
Long-term debt obligations | |
Commitment and Contingencies | |
2023 | 1,445,999 |
2024 | 2,002,964 |
2025 | 3,115 |
2026 | 4,751,422 |
2026 | 1,478 |
Thereafter | 5,006,530 |
Total | 13,211,508 |
Interest expense on long-term debt | |
Commitment and Contingencies | |
2023 | 748,745 |
2024 | 711,938 |
2025 | 594,287 |
2026 | 594,127 |
2026 | 294,695 |
Thereafter | 333,479 |
Total | 3,277,271 |
Finance lease obligations | |
Commitment and Contingencies | |
2023 | 38,102 |
2024 | 31,104 |
Total | 69,206 |
Interest Expense [Member] | |
Commitment and Contingencies | |
2023 | 4,848 |
2024 | 1,042 |
Total | 5,890 |
Other long-term obligations | |
Commitment and Contingencies | |
2023 | 2,464,960 |
2024 | 1,290,955 |
2025 | 740,519 |
2026 | 524,843 |
2026 | 125,084 |
Total | 5,146,361 |
Operating lease obligations | |
Commitment and Contingencies | |
2023 | 66,536 |
2024 | 33,037 |
2025 | 18,509 |
2026 | 11,058 |
2026 | 6,814 |
Thereafter | 23,408 |
Total | 159,362 |
Purchase obligations | |
Commitment and Contingencies | |
2023 | 1,423,389 |
2024 | 11,736 |
2025 | 6,369 |
2026 | 4,311 |
Total | $ 1,445,805 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Sep. 20, 2020 | Jul. 01, 2020 | Sep. 23, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | |
Commitments and Contingencies | ||||||||
Contractual obligation | $ 23,315,403,000 | |||||||
Unrecognized tax benefits | $ 204,378,000 | $ 198,511,000 | $ 188,141,000 | $ 208,152,000 | ||||
Maximum | ||||||||
Commitments and Contingencies | ||||||||
Term of programming contracts | 10 years | |||||||
Minimum | ||||||||
Commitments and Contingencies | ||||||||
Term of programming contracts | 1 year | |||||||
Prepaid Business Sale [Member] | ||||||||
Commitments and Contingencies | ||||||||
Payment to acquire certain wireless licenses and related assets | $ 3,590,000,000 | |||||||
Dish Network | ||||||||
Commitments and Contingencies | ||||||||
Payment to acquire certain wireless licenses and related assets | 20,000,000,000 | |||||||
Total investment | 30,000,000,000 | |||||||
Dish Network | Spectrum Investments | ||||||||
Commitments and Contingencies | ||||||||
5G Network deployment | 10,000,000,000 | $ 10,000,000,000 | ||||||
Northstar Spectrum And SNR Holdco | Dish Network | ||||||||
Commitments and Contingencies | ||||||||
Non-controlling investments | 10,000,000,000 | $ 10,000,000,000 | ||||||
Northstar Wireless or Northstar Spectrum | AWS 3 Auction | Vermont National Telephone Company | ||||||||
Commitments and Contingencies | ||||||||
Bidding credit credits | 25% | |||||||
Bidding Credit | $ 3,300,000,000 | |||||||
Loss Contingency Recovery Amount | 10,000,000,000 | |||||||
Northstar Wireless or Northstar Spectrum | AWS 3 Auction | Vermont National Telephone Company | Maximum | ||||||||
Commitments and Contingencies | ||||||||
Claim amount | 11,000 | |||||||
Northstar Wireless or Northstar Spectrum | AWS 3 Auction | Vermont National Telephone Company | Minimum | ||||||||
Commitments and Contingencies | ||||||||
Claim amount | $ 5,500 | |||||||
Spectrum purchase agreement | ||||||||
Commitments and Contingencies | ||||||||
Purchase price | $ 3,590,000,000 | |||||||
Termination fee | $ 72,000,000 | |||||||
ClearPlay, Inc. | ||||||||
Commitments and Contingencies | ||||||||
Loss contingency | 469,000,000 | |||||||
TQ Delta LLC [Member] | ||||||||
Commitments and Contingencies | ||||||||
Loss contingency | 251,000,000 | |||||||
Realtime Adaptive Streaming Litigation [Member] | ||||||||
Commitments and Contingencies | ||||||||
Attorney fees awarded | $ 3,900,000 | |||||||
Interest Expense [Member] | ||||||||
Commitments and Contingencies | ||||||||
Contractual obligation | $ 5,890,000 |
Financial Information for Sub_2
Financial Information for Subsidiary Guarantors (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2021 | Jul. 01, 2020 | Jun. 13, 2016 | Nov. 20, 2014 | Dec. 27, 2012 |
Assets | $ 11,243,381 | $ 11,862,682 | |||||
Unrestricted Subsidiaries | |||||||
Assets | $ 0 | ||||||
5% Senior Notes due 2023 | |||||||
Interest rate (as a percent) | 5% | 5% | |||||
5 7/8% Senior Notes due 2024 | |||||||
Interest rate (as a percent) | 5.875% | 5.875% | |||||
7 3/4% Senior Notes due 2026 | |||||||
Interest rate (as a percent) | 7.75% | 7.75% | |||||
7 3/8% Senior Notes due 2028 | |||||||
Interest rate (as a percent) | 7.375% | 7.375% | |||||
5 1/8% Senior Notes due 2029 | |||||||
Interest rate (as a percent) | 5.125% | 5.125% |
Disaggregation of Revenue - Rev
Disaggregation of Revenue - Revenue by geographic location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue | |||
Revenue | $ 12,378,208 | $ 12,761,863 | $ 12,727,629 |
United States | |||
Disaggregation of Revenue | |||
Revenue | 12,338,428 | 12,728,869 | 12,692,940 |
Canada and Mexico | |||
Disaggregation of Revenue | |||
Revenue | $ 39,780 | $ 32,994 | $ 34,689 |
Disaggregation of Revenue - R_2
Disaggregation of Revenue - Revenue from external customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue | |||
Revenue | $ 12,378,208 | $ 12,761,863 | $ 12,727,629 |
Pay-TV video and related revenue | |||
Disaggregation of Revenue | |||
Revenue | 12,273,150 | 12,649,285 | 12,576,470 |
Equipment sales and other revenue | |||
Disaggregation of Revenue | |||
Revenue | $ 105,058 | $ 112,578 | $ 151,159 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | $ 32,861 | $ 43,233 | $ 19,280 |
Current Period Provision For Expected Credit Losses | 75,245 | 48,150 | 76,441 |
Write-offs Charged Against Allowance | (67,464) | (58,522) | (52,488) |
Balance at End of Period | $ 40,642 | $ 32,861 | $ 43,233 |
Remaining performance obligations | true |
Contract Balances - Schedule of
Contract Balances - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Balances | ||
Contract liabilities | $ 506,815 | $ 558,700 |
Contract liability recorded as customer contract revenue | $ 553,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Data (Unaudited) | |||||||||||
Total revenue | $ 3,075,468 | $ 3,048,315 | $ 3,121,014 | $ 3,133,411 | $ 3,211,167 | $ 3,176,289 | $ 3,211,488 | $ 3,162,919 | $ 12,378,208 | $ 12,761,863 | $ 12,727,629 |
Operating income (loss) | 717,386 | 622,781 | 757,713 | 724,776 | 741,013 | 665,434 | 793,374 | 739,629 | $ 2,822,656 | $ 2,939,450 | $ 2,761,932 |
Net income (loss) | $ 474,817 | $ 408,337 | $ 483,180 | $ 444,411 | $ 448,973 | $ 386,629 | $ 476,743 | $ 424,527 |
Related Party Transactions - DI
Related Party Transactions - DISH Network (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 11, 2022 USD ($) | Feb. 28, 2018 item | Dec. 21, 2012 | May 31, 2017 | Jul. 31, 2016 | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) tranche | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 | Dec. 31, 2009 item | Dec. 31, 2008 item | Nov. 26, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Depreciation and amortization | $ 354,361 | $ 439,004 | $ 504,638 | ||||||||||
Interest expense, net of amounts capitalized | 871,530 | 683,803 | 682,506 | ||||||||||
Net book value of asset | 4,284 | ||||||||||||
Aggregate principal amount | $ 5,250,000 | 7,160,116 | 5,250,000 | ||||||||||
Advanced an additional amount | $ 1,500,000 | ||||||||||||
Interest income | 415,188 | ||||||||||||
Interest receivable - DISH Network (Note 17) | 31,840 | $ 36,912 | 31,840 | ||||||||||
Sale of assets to DISH Network, net of deferred taxes | 16,937 | ||||||||||||
5 1/4% Senior Secured Notes due 2026 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate (as a percent) | 5.25% | 5.25% | |||||||||||
Term of debt instrument | 36 months | ||||||||||||
5 3/4% Senior Secured Notes due 2028 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate (as a percent) | 5.75% | 5.75% | |||||||||||
Term of debt instrument | 36 months | ||||||||||||
EchoStar XVI | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement Renewal Option Term | 5 years | ||||||||||||
Nimiq 5 Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement Renewal Option Term | 1 year | ||||||||||||
Depreciation and amortization | 34,000 | ||||||||||||
Interest expense, net of amounts capitalized | $ 8,000 | 12,000 | 15,000 | ||||||||||
TT&C Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Purchase of renewal of agreement | 1 year | ||||||||||||
Office Space from DISH Network | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses associated with services | 11,000 | 8,000 | $ 7,000 | ||||||||||
Santa Fe Lease Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Additional term of renewal option | 1 year | 1 year | |||||||||||
Broadband, Wireless and Other Segments | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expenses associated with services | 116,000 | 91,000 | $ 72,000 | ||||||||||
EchoStar | EchoStar XVI | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement term from commencement of service date | 4 years | ||||||||||||
Agreement Renewal Option Term | 1 year | ||||||||||||
Additional term of renewal option | 5 years | 5 years | 1 year | ||||||||||
EchoStar | Telesat Transponder Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement term with third party | 15 years | ||||||||||||
Number of DBS transponders available to receive services | item | 32 | ||||||||||||
EchoStar | DISH Nimiq 5 Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of DBS transponders currently used | item | 32 | ||||||||||||
Agreement term | 10 years | ||||||||||||
EchoStar | QuetzSat-1 Lease Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement term with third party | 10 years | ||||||||||||
Number of DBS transponders available to receive services | item | 32 | ||||||||||||
Number of DBS transponders currently used | item | 24 | ||||||||||||
EchoStar | TT&C Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of automatic renewal period | item | 4 | ||||||||||||
Notice period for termination of agreement | 12 months | ||||||||||||
Dish Network | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Taxes and satellite capacity leased | 179,000 | ||||||||||||
Other accrued expenses and trade accounts payable | 61,000 | ||||||||||||
Satellite and transmission expenses | $ 194,000 | 219,000 | $ 224,000 | ||||||||||
Percent of loan repayable | 100% | ||||||||||||
Dish Network | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Term of debt instrument | 2 years | ||||||||||||
Paid in kind Interest rate | 0.75% | ||||||||||||
Number of tranches | tranche | 2 | ||||||||||||
Aggregate principal amount | 5,250,000 | $ 7,160,000 | 5,250,000 | ||||||||||
Advanced an additional amount | $ 1,500,000 | ||||||||||||
Fixed rate | 0.25% | ||||||||||||
Interest income | $ 415,000 | 32,000 | |||||||||||
Interest receivable - DISH Network (Note 17) | 32,000 | $ 37,000 | 32,000 | ||||||||||
Sale of Assets | 60,000 | $ 60,000 | |||||||||||
Sale of assets to DISH Network, net of deferred taxes | $ 17,000 | ||||||||||||
Dish Network | 5 1/4% Senior Secured Notes due 2026 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate (as a percent) | 5.25% | ||||||||||||
Dish Network | 5 3/4% Senior Secured Notes due 2028 | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate (as a percent) | 5.75% | ||||||||||||
Dish Network | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest payment due | 50% |
Related Party Transactions - Na
Related Party Transactions - NagraStar and Dish Mexico (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2017 | |
NagraStar | ||||
Related Party Transaction [Line Items] | ||||
Interest on equity method investment | 50% | 50% | ||
Dish Mexico | ||||
Related Party Transaction [Line Items] | ||||
Interest on equity method investment | 49% | |||
NagraStar | ||||
Related Party Transaction [Line Items] | ||||
Purchases from NagraStar | $ 43,416 | $ 45,944 | $ 53,902 | |
Amounts payable to NagraStar | 7,422 | 11,988 | ||
Commitments to NagraStar | 3,272 | 5,630 | ||
Dish Mexico | ||||
Related Party Transaction [Line Items] | ||||
Amounts receivable | 583 | 941 | ||
Dish Mexico | Uplink services | ||||
Related Party Transaction [Line Items] | ||||
Sales | $ 2,709 | $ 4,025 | $ 5,095 |