DISH A Nasdaq-100 Company September 19, 2014 Dear DISH Network Shareholder: Every day, we ask DISH employees to come to work “thinking for the long term.” Our pursuit of an agenda of long- term transformation and change for DISH has continued unabated. In fiscal year 2013, we introduced our Hopper® with Sling® receiver into the limelight. With equal fanfare, we launched a number of strategic forays intended to establish a wireless business. This work, along with our recent groundbreaking programming deals, demonstrates our relentless pursuit of long-term value creation for DISH customers, employees and shareholders. Against a backdrop of a rapidly shifting and highly competitive marketplace, we continued to demonstrate operational discipline during 2013. Revenue and net income increased despite the slow growth and increased competition in the pay-TV industry. In 2012, we managed the best churn rate we have seen since 2003. During 2013, we were able to keep churn essentially consistent. Meanwhile, our Hopper Whole-Home HD DVR, now in its third year on the market, continues to be the flagship for our business. With its unique Sling functionality, Hopper delivers a true “TV anywhere” experience to customers in home and on-the-go. The Hopper now serves millions of screens, including tablets and smartphones that use our DISH Anywhere™ app. With the Hopper’s Sling and Hopper Transfers™ features, DISH customers are increasingly taking advantage of the opportunity to watch live and recorded content from their Hoppers using tablets, smartphones and computers. As the very nature of television consumption changes, DISH is giving its customers technology that they can use to participate in the transforming video ecosystem. Our dishNET™ broadband satellite experienced strong growth last year. We added 253,000 net new customers and now have a base exceeding half-a-million broadband subscribers. The inherent value proposition of bundling our broadband offering with our DISH services has not been lost on our customers. In many ways, our recent wireless efforts feel like the middle chapters of an adventure novel. Our pursuit of Sprint, our successful participation in the H-Block auction and our fixed wireless trials have all added to the next chapters of the DISH story. We are convinced that the convergence of video and data over wireless networks using mobile devices is inevitable and will create opportunities for DISH as we work to provide service to our customers anytime, anywhere. Thank you for joining us on this journey, and thank you for your continued support. Sincerely, Charles W. Ergen Chairman of the Board of Directors UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) 7 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 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 7 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 7 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 7 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes 7 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer 7 Accelerated filer Non-accelerated filer Smaller reporting (Do not check if a smaller reporting company company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No 7 As of June 30, 2013, the aggregate market value of Class A common stock held by non-affiliates of the registrant was $9.0 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 14, 2014, the registrant’s outstanding common stock consisted of 219,907,827 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 2014 Annual Meeting of Shareholders are incorporated by reference in Part III. TABLE OF CONTENTS PART I Disclosure Regarding Forward-Looking Statements..................................................................................... i Item 1. Business......................................................................................................................................................... 1 Item 1A. Risk Factors................................................................................................................................................... 22 Item 1B. Unresolved Staff Comments.......................................................................................................................... 42 Item 2. Properties....................................................................................................................................................... 42 Item 3. Legal Proceedings.......................................................................................................................................... 42 Item 4. Mine Safety Disclosures................................................................................................................................ 53 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities...................................................................................................... 53 Item 6. Selected Financial Data................................................................................................................................. 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations......................... 59 Item 7A. Quantitative and Qualitative Disclosures About Market Risk....................................................................... 87 Item 8. Financial Statements and Supplementary Data.............................................................................................. 88 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure........................ 88 Item 9A. Controls and Procedures................................................................................................................................ 89 Item 9B. Other Information.......................................................................................................................................... 90 PART III Item 10. Directors, Executive Officers and Corporate Governance............................................................................. 91 Item 11. Executive Compensation............................................................................................................................... 91 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters........................................................................................................................................................... 91 Item 13. Certain Relationships and Related Transactions, and Director Independence............................................... 91 Item 14. Principal Accounting Fees and Services.......................................................................................................