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2018 Annual Report

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2018 Annual Report ANNUAL REPORT YEAR ENDING DECEMBER 31, 2018 A Nasdaq-100 Company March 18, 2019 Dear DISH Network Shareholder: 2018 marked our 38th year in business and was pivotal in meeting milestones for future growth and transformation. As a company, we are undoubtedly in the midst of a large transition, but what hasn’t changed in 38 years is that our company remains committed to doing what’s right for customers, thinking long term and making sound financial decisions. In 2018, we accelerated the buildout of our Wireless business, continued to find competitive advantages to sustain DISH TV and maintained category leadership in OTT with Sling TV. The DISH TV business, in 2018, concentrated specifically on areas where satellite TV and DISH have a true competitive advantage. For example, in rural America our brand is particularly strong. We were the ones who brought access to 500 channels, local TV and we continue to use local distributors and partners to serve customers in these areas. The brand promise, “Tuned In To You,” continues to build momentum in key markets. In the RV and mobile markets, DISH is the only company conveniently serving customers with HD programming. While we have been focused on attracting and retaining higher quality subscribers, we also were recognized by J.D. Power as #1 in Customer Satisfaction this year. Our product team has continued to innovate, and in 2018 we added Google Assistant to our hands-free TV options. DISH’s award-winning In- Home Services group continued to expand. The strong installation force can now work in a variety of categories including smart home product installations, wireless networking and appliance repair. Sling TV remained the OTT market leader in 2018. By being first to market with a live platform in 2015, we were able to establish ourselves and help define a new category. We are proud of the fact that Sling has focused on growing and acquiring new customers while also keeping strong financial discipline. The Sling TV service is hitting its stride with increased stability on both the viewer and advertising sides of the platform. This combination offers new solutions for brands in a rapidly changing landscape. 2018 also marked the expansion of channels and on-demand offerings for Sling. Our team continues to innovate around ad-supported programming and new methods for delivering content. The Sling platform will continue to be an asset we can economically leverage to bring in new customers that are looking for a different way to access their entertainment. By this time next year, we will have launched a national Narrowband Internet of Things (NB-IoT) wireless network, the first phase of our journey to build the nation’s first standalone 5G network. We are actively building the team and leveraging our expertise to accomplish this monumental task. Phase 2 of our 5G network will be built from a clean sheet of paper, a critical advantage that we have over legacy network operators. This means we will be able to take full advantage of the paradigm shift happening with 5G. Massive connectivity, ultra-low latency and enhanced mobile broadband all come together in 5G, and we will be a part of new technology that literally changes the way the world communicates. The huge technology shift, along with an unencumbered cloud-based architecture, will allow us to be a leader in 5G. We have the building blocks in place to lead the change the same way we led the transition from analog to digital television nearly 25 years ago. Thank you for your continued support of our mission: to connect people and things. Sincerely, Charles W. Ergen Chairman of the Board of Directors (This page has been left blank intentionally) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission file number: 0-26176 DISH Network Corporation (Exact name of registrant as specified in its charter) Nevada 88-0336997 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9601 South Meridian Boulevard Englewood, Colorado 80112 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (303) 723-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A common stock, $0.01 par value The Nasdaq Stock Market L.L.C. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of June 30, 2018, the aggregate market value of Class A common stock held by non-affiliates of the registrant was $7.4 billion based upon the closing price of the Class A common stock as reported on the Nasdaq Global Select Market as of the close of business on the last trading day of the month. As of February 8, 2019, the registrant’s outstanding common stock consisted of 229,448,957 shares of Class A common stock and 238,435,208 shares of Class B common stock, each $0.01 par value. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated into this Form 10-K by reference: Portions of the registrant’s definitive Proxy Statement to be filed in connection with its 2019 Annual Meeting of Shareholders are incorporated by reference in Part III. (This page has been left blank intentionally) TABLE OF CONTENTS PART I Disclosure Regarding Forward-Looking Statements i Item 1. Business 1 Item 1A. Risk Factors 24 Item 1B. Unresolved Staff Comments 62 Item 2. Properties 62 Item 3. Legal Proceedings 63 Item 4. Mine Safety Disclosures 63 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of 63 Equity Securities Item 6. Selected Financial Data 64 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 66 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 96 Item 8. Financial Statements and Supplementary Data 97 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 97 Item 9A. Controls and Procedures 97 Item 9B. Other Information 98 PART III Item 10. Directors, Executive Officers and Corporate Governance 98 Item 11. Executive Compensation 98 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 98 Matters Item 13. Certain Relationships and Related Transactions, and Director Independence 98 Item 14. Principal Accounting Fees and Services 98 PART IV Item 15. Exhibits, Financial Statement Schedules 99 Item 16. Form 10-K Summary 108 Signatures 109 Index to Consolidated Financial Statements F-1 (This page has been left blank intentionally) DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Unless otherwise required by the context, in this report, the words “DISH Network,” the “Company,” “we,” “our” and “us” refer to DISH Network Corporation and its subsidiaries, “EchoStar” refers to EchoStar Corporation and its subsidiaries, and “DISH DBS” refers to DISH DBS Corporation, a wholly-owned, indirect subsidiary of DISH Network, and its subsidiaries. This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections.
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