EchoStar (ECHO) 10-K/A risk factor changes: FY2018 vs FY2013

The risks and uncertainties described below are not the only ones facing us.

If any of the following events occur, our business, financial condition, results of operation, prospects or ability to fund a share or debt repurchase program, invest capital in or otherwise run our business, execute on our strategic plans or return capital to our shareholders could be materially and adversely affected.

GENERAL RISKS AFFECTING OUR BUSINESS

We currently derive a significant portion of our revenue from DISH Network.

The loss of, or a significant reduction in, orders from, or a decrease in selling prices of satellite services, broadband equipment and/or other services or products to DISH Network would significantly reduce our revenue and materially adversely impact our results of operations.

DISH Network accounted for 18.1%, 23.7% and 26.1% of our total revenue for the years ended December 31, 2018, 2017 and 2016, respectively.

DISH Network is the primary customer of the satellite services provided by our ESS segment.

For the years ended December 31, 2018, 2017 and 2016 DISH Network accounted for 86.5%, 87.9% and 85.7% of our total ESS segment revenue, and we expect that DISH Network will continue to be the primary source of revenue for our ESS segment as we have entered into certain commercial agreements with DISH Network pursuant to which we provide DISH Network with satellite services at fixed prices for varying lengths of time depending on the satellite.

See Note 20 in the notes to consolidated financial statements in Item 15 of this report for further discussion of our related party transactions with DISH Network.

The results of operations of our ESS segment are linked to changes in DISH Network’s satellite capacity requirements, which historically have been driven by the addition of new channels and migration of programming to high-definition TV and video on demand services.

DISH Network’s future satellite capacity requirements may change for a variety of reasons, including its ability to construct and launch or acquire its own satellites, to continue to add new channels and/or to migrate to the provision of such channels and other video on demand services through streaming and other alternative technologies.

There is no assurance that we will continue to provide satellite services to DISH Network beyond the terms of our agreements.

Any termination or reduction in the satellite services we provide to DISH Network or the prices that DISH Network pays us for such services would cause us to have unused capacity on our satellites, require us to aggressively pursue alternative sources of revenue for this business and have a material adverse effect on our business, results of operation and financial position.

If we lose DISH Network as a customer of the satellite services provided by our ESS segment, it may be difficult for us to replace, in whole or in part, our historical revenue from DISH Network because there are a relatively small number of potential customers for our specialized services, and we have had limited success in attracting such potential new customers in the past.

Historically, many potential customers of our ESS segment have perceived us as a competitor due to our affiliation with DISH Network.

There can be no assurance that we will be successful in entering into any commercial relationships with potential new customers who are competitors of DISH Network (particularly if we continue to be perceived as affiliated with DISH Network as a result of common ownership and certain shared services).

If we do not develop relationships with new customers, we may not be able to expand our customer base or maintain or increase our revenue.

Furthermore, DISH Network has transitioned from being a wholesale distributor of the satellite internet service of our Hughes segment to being a sales agent for such services.

DISH Network (i) has the right, but not the obligation, to market, promote and solicit orders and upgrades for our HughesNet service and related equipment and other telecommunications services and (ii) installs HughesNet service equipment with respect to activations generated by DISH Network.

For the years ended December 31, 2018, 2017 and 2016, DISH Network accounted for 2.9%, 5.6% and 7.7% of our total Hughes segment revenue.

Any material reduction in or termination of sales generated by DISH Network in its capacity as our sale agent could have a material adverse effect on our business, results of operations, and financial position.

Our strategic initiatives may not be successfully implemented, may not elicit the expected customer response in the market and may result in competitive reactions.

We intend to continue to selectively explore opportunities to pursue investments, commercial alliances, partnerships, joint ventures, acquisitions, dispositions and other strategic initiatives and transactions, domestically and internationally, that we believe may allow us to increase our existing market share, increase our satellite capacity, expand into new

markets, obtain new customers, broaden our portfolio of services, products and intellectual property, make our business more valuable, align us for future growth and expansion, maximize the return on our investments and strengthen our business and relationships with our customers.

We may allocate significant resources for long-term initiatives that may not have a short or medium-term or any positive impact on our revenue, results of operations, or cash flow.

The successful implementation of our strategic initiatives requires an investment of time, talent and money and is dependent upon a number of factors some of which are not within our control.

Those factors include the ability to execute such initiatives in new and existing markets, the response of existing and potential new customers, and the actions or reactions of competitors.

If we fail to properly execute or deliver products or services that address customers’ expectations, it may have an adverse effect on our ability to retain and attract customers and may increase our costs and reduce our revenue.

Similarly, competitive actions or reactions to our initiatives or advancements in technology or competitive products or services could impair our ability to execute those strategic initiatives or advancements.

In addition, new strategic initiatives may face barriers to entering new or existing markets with established or new competitors.

There can be no assurance that we will successfully implement these strategic initiatives or that, if successfully pursued, they will have the desired effect on our business or results of operations.

We could face decreased demand and increased pricing pressure to our products and services due to competition.

Our business operates in an intensely competitive, consumer-driven and rapidly changing environment and competes with a growing number of companies that provide products and services to consumers.

There can be no assurance that we will be able to effectively compete against our competitors due to their significant resources and operating history.

Risks to our business from competition include, but are not limited to, the following:

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| • | Our ESS segment competes against larger, well-established satellite service companies. Because the satellite services industry is relatively mature, our strategy depends largely on our ability to displace current incumbent providers, which often have the benefit of long-term contracts with customers. These long-term contracts and other factors result in relatively high costs for customers to change service providers, making it more difficult for us to displace customers from their current relationships with our competitors. In addition, the supply of satellite capacity available in the market has increased in recent years, which makes it more difficult for us to sell our services in certain markets and to price our capacity at acceptable levels. Competition may cause downward pressure on prices and further reduce the utilization of our capacity, both of which could have an adverse effect on our financial performance. Our ESS segment also competes with both fiber optic cable and terrestrial delivery systems, which may have a cost advantage, particularly in point-to-point applications where such delivery systems have been installed, and with new delivery systems being developed, which may have lower latency and other advantages. |

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Impairment of Long-lived Assets

We evaluate our long-lived assets other than goodwill and intangible assets with indefinite lives for impairment whenever events and changes in circumstances indicate that their carrying amounts may not be recoverable.

The carrying amount of a long-lived asset or asset group is considered to not be recoverable when the estimated future undiscounted cash flows from such asset or asset group is less than its carrying amount.

In that event, an impairment loss is recorded in the determination of operating income based on the amount by which the carrying amount exceeds the estimated fair value of the long-lived asset or asset group.

Fair value is determined primarily using discounted cash flow techniques reflecting the estimated cash flows and discount rate that would be assumed by a market participant for the asset or asset group under review.

Our discounted cash flow estimates typically include assumptions based on unobservable inputs and may reflect probability-weighting of alternative scenarios.

Estimated losses on long-lived assets to be disposed of by sale may be determined in a similar manner, except that fair value estimates are reduced for estimated selling costs.

Changes in estimates of future cash flows, discount rates and other assumptions could result in recognition of additional impairment losses in future periods.

New Accounting Pronouncements

For a discussion of new accounting pronouncements, see Note 2 in the notes to our accompanying Consolidated Financial Statements in Item 15 of this Form 10-K.

We are continuing to assess the impact of adopting certain recently issued accounting pronouncements on our consolidated financial statements and related disclosures.

Seasonality

For our Hughes segment, service revenue is generally not impacted by seasonal fluctuations other than those associated with fluctuations related to sales and promotional activities.

However, like many communications infrastructure equipment vendors, a higher amount of our hardware revenue occurs in the second half of the year due to our customers’ annual procurement and budget cycles.

Large enterprises and operators often allocate their capital expenditure budgets at the beginning of their fiscal year (which often coincides with the calendar year).

The typical sales cycle for large complex system procurements is six to 12 months, which often results in the customer expenditure occurring towards the end of the year.

Customers often seek to expend the budgeted funds prior to the end of the year and the next budget cycle.

Our ESS segment is not generally affected by seasonal impacts.

Inflation

Inflation has not materially affected our operations during the past three years.

We believe that our ability to increase the prices charged for our products and services in future periods will depend primarily on competitive pressures or contractual terms.

EXPLANATION OF KEY METRICS AND OTHER ITEMS

Services and other revenue — DISH Network.

Services and other revenue — DISH Network primarily includes revenue associated with satellite and transponder leases and services, TT&C, professional services, facilities rental revenue and other services provided to DISH Network.

Services and other revenue — DISH Network also includes subscriber wholesale service fees for the HughesNet service sold to DISH Network.

Services and other revenue — other.

Services and other revenue — other primarily includes the sales of enterprise and consumer broadband services, as well as maintenance and other contracted services.

Services and other revenue — other also includes revenue associated with satellite and transponder leases and services, satellite uplinking/downlinking and other services provided to customers other than DISH Network.

Equipment revenue.

Equipment revenue primarily includes broadband equipment and networks sold to customers in our enterprise and consumer markets and sales of satellite broadband equipment and related equipment, related to the HughesNet service, to DISH Network.

Cost of sales — services and other.

Cost of sales — services and other primarily includes the cost of broadband services provided to our enterprise and consumer customers, and to DISH Network, as well as the cost of providing maintenance and other contracted services.

Cost of sales — services and other also includes the costs associated with satellite and transponder leases and services, TT&C, professional services, facilities rental costs and other services provided to our customers, including DISH Network.

Cost of sales — equipment.

Cost of sales — equipment consists primarily of the cost of broadband equipment and networks sold to customers in our enterprise and consumer markets, and to DISH Network.

Cost of sales — equipment also includes certain other costs associated with the deployment of equipment to our customers.

Selling, general and administrative expenses.

Selling, general and administrative expenses primarily includes selling and marketing costs and employee-related costs associated with administrative services (e.g., information systems, human resources and other services), including stock-based compensation expense.

It also includes professional fees (e.g. legal, information systems and accounting services) and other items associated with facilities and administrative services provided by DISH Network and other third parties.

Research and development expenses.

Market Risks Associated with Financial Instruments and Foreign Currency

Our investments and debt are exposed to market risks, discussed below.

Cash, Cash Equivalents and Current Marketable Investment Securities

As of December 31, 2018, our cash, cash equivalents and current marketable investment securities had a fair value of $3.2 billion.

Of this amount, a total of $3.1 billion was invested in: (a) cash; (b) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; (c) debt instruments of the United States (“U.S.”) government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.

The primary purpose of these investing activities has been to preserve principal until the cash is required to, among other things, fund operations, make strategic investments and expand the business.

Consequently, the size of this portfolio fluctuates significantly as cash is received and used in our business.

The value of this portfolio may be negatively impacted by credit losses; however, this risk is mitigated through diversification that limits our exposure to any one issuer.

Interest Rate Risk

A change in interest rates would not affect the fair value of our cash, or materially affect the fair value of our cash equivalents due to their maturities of less than 90 days.

A change in interest rates would affect the fair value of our current marketable debt securities portfolio; however, we normally hold these investments to maturity.

Based on our cash, cash equivalents and current marketable debt securities investment portfolio of $3.1 billion as of December 31, 2018, a hypothetical 10% change in average interest rates during 2018 would not have had a material impact on the fair value of our cash, cash equivalents and debt securities portfolio due to the limited duration of our investments.

Our cash, cash equivalents and current marketable debt securities had an average annual rate of return for the year ended December 31, 2018 of 2.4%.

A change in interest rates would affect our future annual interest income from this portfolio, since funds would be re-invested at different rates as the instruments mature.

A hypothetical 10% decrease in average interest rates during 2018 would have resulted in a decrease of approximately $8 million in annual interest income.

Strategic Marketable Investment Securities

As of December 31, 2018, we held current strategic investments in the publicly traded securities of several companies with a fair value of $91 million.

These investments, which are held for strategic and financial purposes, are concentrated in a small number of companies, are highly speculative and have experienced and continue to experience volatility.

The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries and other factors.

These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses.

In general, our strategic marketable investment securities portfolio is not significantly impacted by interest rate fluctuations as it currently consists primarily of equity securities, the value of which is more closely related to factors specific to the underlying business.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during 2018 would have resulted in a decrease of approximately $9 million in the fair value of these investments.

Investments in Unconsolidated Entities

As of December 31, 2018, we had investments with an aggregate carrying amount of $262 million in securities of privately held companies that we hold for strategic business purposes.

The fair value of these investments is not readily determinable.

We periodically review these investments and we may estimate fair value and adjust the carrying amount when there are indications of impairment or observable prices changes for the investments.

A hypothetical adverse change equal to 10% of the carrying amount of these equity instruments during 2018 would have resulted in a decrease of approximately $26 million in the value of these investments.

Our ability to realize value from our strategic investments in companies that are privately held depends on the success of those companies’ businesses and their ability to obtain sufficient capital 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.

Foreign Currency Exchange Risk

We generally conduct our business in U.S. dollars.

Our international business is conducted in a variety of foreign currencies with our largest exposures being to the Brazilian real, the Indian rupee and the British pound.

This exposes us to fluctuations in foreign currency exchange rates.

Transactions in foreign currencies are converted into U.S. dollars using exchange rates in effect on the dates of the transactions.

Our objective in managing our exposure to foreign currency changes is to reduce earnings and cash flow volatility associated with foreign exchange rate fluctuations.

Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions.

As of December 31, 2018, we had $8 million of net foreign currency denominated receivables and payables outstanding and foreign currency forward contracts with a notional value of $7 million in place to partially mitigate foreign currency exchange risk.

The estimated fair values of the foreign exchange contracts were not material as of December 31, 2018.

The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during 2018 would have been an estimated loss to the cumulative translation adjustment of $23 million as of December 31, 2018.

Derivative Financial Instruments

OVERVIEW

EchoStar Corporation (which, together with its subsidiaries, is referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our”) is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada and has operated as a separately traded public company from Dish Network Corporation (“DISH”) since 2008.

A substantial majority of the voting power of the shares of each of EchoStar Corporation and DISH is owned beneficially by Charles W.

Ergen, our Chairman, and by certain entities established by Mr. Ergen for the benefit of his family.

Our Class A common stock is publicly traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SATS.”

We are a global provider of broadband satellite technologies, broadband internet services for home and small office customers, satellite operations and satellite services.

We also deliver innovative network technologies, managed services and various communications solutions for aeronautical, enterprise and government customers.

Our industry continues to evolve with the increasing worldwide demand for broadband internet access for information, entertainment and commerce.

In addition to fiber and wireless systems, other technologies such as geostationary high throughput satellites, low-earth orbit (“LEO”) networks, medium-earth orbit (“MEO”) systems, balloons and High Altitude Platform Systems are playing significant roles in enabling global broadband access, networks and services.

We intend to use our expertise, technologies, capital, investments, global presence, relationships and other capabilities to continue to provide broadband internet systems, equipment, networks and services for information, the internet-of-things, entertainment and commerce in North America and internationally for consumers as well as aeronautical, enterprise and government customers.

We are closely tracking the developments in next-generation satellite businesses, and we are seeking to utilize our services, technologies and expertise to find new commercial opportunities for our business.

We currently operate in two business segments: Hughes and EchoStar Satellite Services (“ESS”), as discussed below.

Our corporate department operations as well as activities that have not been assigned to our operating segments and eliminations of intersegment transactions are all accounted for in Corporate and Other in our segment reporting.

During 2017, we and certain of our subsidiaries entered into a share exchange agreement with DISH and certain of its subsidiaries.

We, and certain of our subsidiaries, received all of the shares of the Hughes Retail Preferred Tracking Stock previously issued by us and one of our subsidiaries (together, the “Tracking Stock”) in exchange for 100% of the equity interests of certain of our subsidiaries that held substantially all of our former EchoStar Technologies businesses and certain other assets (collectively, the “Share Exchange”).

Following the consummation of the Share Exchange, we no longer operate our former EchoStar Technologies businesses, the Tracking Stock was retired and is no longer outstanding, and all agreements, arrangements and policy statements with respect to the Tracking Stock terminated.

As a result of the Share Exchange, the operating results of the EchoStar Technologies businesses have been presented as discontinued operations and as such, have been excluded from continuing operations and segment results for all periods presented in our accompanying Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K (“Form 10-K”).

See Note 4 for further discussion of our discontinued operations.

BUSINESS STRATEGIES

Capitalize on domestic and international demand for broadband services.

We intend to capitalize on the domestic and international demand for satellite-delivered broadband internet services and enterprise solutions by utilizing, among other things, our industry expertise, technology leadership, increased satellite capacity, access to spectrum resources, and high-quality, reliable service to drive growth in consumer subscribers and enterprise customers.

We also intend to continue to selectively explore opportunities to pursue investments, commercial alliances, partnerships, joint ventures, acquisitions, dispositions and other strategic initiatives and transactions, domestically and internationally that we believe may allow us to increase our market share, increase our satellite capacity, expand into new markets, obtain new customers, broaden our portfolio of services, products and intellectual property, make our business more valuable, align us for future growth and expansion, maximize the return on our investments and strengthen our business and relationships with our customers.

Expand satellite capacity and related infrastructure.

During 2018, we continued the design and construction of a new, next-generation, high throughput geostationary satellite, with a planned 2021 launch, that is primarily intended to provide additional capacity for our HughesNet satellite internet service (the “HughesNet service”) in North, Central and South America as well as aeronautical and enterprise services.

We also continued to increase our satellite capacity in certain Central and South American countries and added capability for aeronautical, enterprise and international broadband internet services.

We expect that our expertise in the identification, acquisition and development of satellite spectrum and orbital rights and satellite operations, together with our increased satellite capacity and existing, acquired or developed infrastructure, will provide opportunities to enter new international markets and enhance our services to our existing customers.

We currently provide satellite broadband internet service in several Central and South American countries, and expect to continue to launch similar services in other Central and South American countries.

We believe market opportunities exist that will facilitate the acquisition or leasing of additional satellite capacity which will enable us to provide services to a broader customer base, including providers of pay-TV services, satellite-delivered broadband, corporate communications, and government services.

Continue to selectively explore new domestic and international strategic initiatives.

We intend to continue to selectively explore opportunities to pursue investments, commercial alliances, partnerships, joint ventures, acquisitions, dispositions and other strategic initiatives and transactions, domestically and internationally, that we believe may allow us to increase our existing market share, increase our satellite capacity, expand into new markets and new customers, broaden our portfolio of services, products and intellectual property, and strengthen our relationships with our customers.

For example, our current agreement with WorldVu Satellites Limited (“OneWeb”), a global LEO satellite service company, enables us to provide certain equipment and services in connection with the ground network system for OneWeb’s LEO satellites.

Continue development of S-band and other hybrid spectrum resources.

Commercial service has been available to customers on our EchoStar XXI satellite since the fourth quarter of 2017, and we believe we remain in a unique position to deploy a European wide mobile satellite service (“MSS”)/complementary ground component (“CGC”) network and maximize the long-term value of our S-band spectrum in Europe and other regions within the scope of our licenses.

Additionally, we intend to seek additional licenses in the S-band spectrum and opportunities to align ourselves with other licensees for a coordinated development of the spectrum.

We also intend to continue to explore development of S-band similar spectrum assets in additional international markets.

Develop improved and new technologies.

Our engineering capabilities provide us with the opportunity to develop and deploy cutting edge technologies, license our technologies to others, and maintain a leading technological position in the industries in which we are active.

BUSINESS SEGMENTS

HUGHES SEGMENT

Our Products and Services

For a discussion of legal proceedings, see Note 17 in the notes to our accompanying Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K.

[removed: UNITED] [added: UNITED] STATES

[removed: Washington,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: Form] [added: FORM] 10-K/A

[removed: (Amendment] [added: (Amendment] No. [removed: 1)][added: 1)]

[removed: | (Mark One) | | |][added: (Mark One)]

[removed: | ý | | ANNUAL] [added: o TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934 FOR THE TRANSITION PERIOD FROM TO .]

[removed: | o | | TRANSITION] [added: ý ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018.]

[removed: Commission file number: 001-33807][added: Commission File Number: 001-33807]

[removed: EchoStar] [added: EchoStar] Corporation

[removed: (Exact] [added: (Exact] name of registrant as specified in its charter)

| [removed: Nevada] (State or [removed: Other Jurisdiction] [added: other jurisdiction] of [removed: Incorporation] [added: incorporation] or [removed: Organization)] [added: organization)] | | [removed: 26-1232727] (I.R.S. Employer Identification No.) |

| [removed: 100] [added: 100] Inverness Terrace East, Englewood, [removed: Colorado (Address of Principal Executive Offices)] [added: Colorado] | | [removed: 80112-5308 (Zip Code)] [added: 80112-5308] |

[removed: Registrant's] [added: Registrant’s] telephone number, including area code: [removed: (303) 706-4000][added: (303) 706-4000]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: 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 [removed: and post] such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of [removed: "large] [added: “large] accelerated [removed: filer," "accelerated filer" and "smaller] [added: filer,” “accelerated filer,” “smaller] reporting [removed: company"] [added: company” and “emerging growth company”] in Rule 12b-2 of the Exchange [removed: Act][added: Act.]

| Large accelerated filer [removed: ý] [added: x] | | Accelerated filer o | | Non-accelerated filer o [removed: (Do not check if a smaller reporting company)] | [removed: | Smaller reporting company o |]

As of June [removed: 28, 2013,] [added: 30, 2018,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $1.63] [added: $2.1] 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 that date.

As of [removed: April 15, 2014,] [added: February 11, 2019,] the [removed: registrant's] [added: registrant’s] outstanding common stock consisted of [removed: 43,232,940] [added: 47,658,409] shares of Class A common stock and 47,687,039 shares of Class B common stock, each $0.001 par value.

[removed: EXPLANATORY NOTE][added: Explanatory Note]

This Amendment No. 1 [added: to Form 10-K] on Form 10-K/A (this [removed: "Form 10-K/A")] [added: “Amended 10-K”)] is being filed with respect to the [added: Annual Report of] EchoStar Corporation [removed: ("EchoStar"] [added: (“EchoStar”] or [removed: "Corporation") Annual Report] [added: the “Company”)] on Form 10-K for the fiscal year ended December 31, [removed: 2013] [added: 2018] filed with the Securities and Exchange Commission [added: (“SEC”)] on February 21, [removed: 2014] [added: 2019] (the [removed: "Original Form 10-K").][added: “10-K”).]

[removed: TABLE] [added: TABLE] OF CONTENTS

| [removed: [PART III](#da49804_part_iii)] | [removed: | | | |] [added: [PART III](#sB879997F28CB55FCAFC60E77D882F6F1)] | |

| [removed: [ Item 10.](#da49804_item_10._directors,_executive___ite02336) |] [added: [Item 10.](#s53A684A015A852CAB1109CC3098497EB)] | [removed: [ Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance](#da49804_item_10._directors,_executive___ite02336) | | | [ 1](#da49804_item_10._directors,_executive___ite02336)] [added: Governance](#s53A684A015A852CAB1109CC3098497EB)] | [added: [68](#s53A684A015A852CAB1109CC3098497EB)] |

| [Item [removed: 11.](#dc49804_item_11._executive_compensation) |] [added: 11.](#s08E35FA1600A5B9DB0B867F48348D753)] | [Executive [removed: Compensation](#dc49804_item_11._executive_compensation) | | | [5](#dc49804_item_11._executive_compensation)] [added: Compensation](#s08E35FA1600A5B9DB0B867F48348D753)] | [added: [68](#s08E35FA1600A5B9DB0B867F48348D753)] |

| [Item [removed: 12.](#dk49804_item_12._security_ownership_of__ite04004) |] [added: 12.](#s7F4EED499C205432BA64A93145492D74)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#dk49804_item_12._security_ownership_of__ite04004) | | | [21](#dk49804_item_12._security_ownership_of__ite04004)] [added: Matters](#s7F4EED499C205432BA64A93145492D74)] | [added: [68](#s7F4EED499C205432BA64A93145492D74)] |

| [Item [removed: 13.](#dk49804_item_13._certain_relationships__ite03067) |] [added: 13.](#sEF20C6A53DFE5F0489ED3035AAD8AFDF)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#dk49804_item_13._certain_relationships__ite03067) | | | [24](#dk49804_item_13._certain_relationships__ite03067)] [added: Independence](#sEF20C6A53DFE5F0489ED3035AAD8AFDF)] | [added: [68](#sEF20C6A53DFE5F0489ED3035AAD8AFDF)] |

| [Item [removed: 14.](#dq49804_item_14._principal_accountant_fees_and_services) |] [added: 14.](#sCD842BD6C74E58C888CDBEB76CB8BEE5)] | [Principal Accounting Fees and [removed: Services](#dq49804_item_14._principal_accountant_fees_and_services) | | | [38](#dq49804_item_14._principal_accountant_fees_and_services)] [added: Services](#sCD842BD6C74E58C888CDBEB76CB8BEE5)] | [added: [68](#sCD842BD6C74E58C888CDBEB76CB8BEE5)] |

[removed: | [ PART IV](#ds49804_part_iv) | | | | | | |][added: PART I]

| [removed: [ Item 15.](#ds49804_item_15._exhibits,_financial_statement_schedules) |] [added: [Item 15.](#s234DEE21D059553AAFBEC8E082E61888)] | [removed: [ Exhibits,] [added: [Exhibits,] Financial Statement [removed: Schedules](#ds49804_item_15._exhibits,_financial_statement_schedules) | | | [ 39](#ds49804_item_15._exhibits,_financial_statement_schedules)] [added: Schedules](#s234DEE21D059553AAFBEC8E082E61888)] | [added: [69](#s234DEE21D059553AAFBEC8E082E61888)] |

10-K/A 1 sats_123118x10kadocument.htm 10-K

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| Nevada | | 26-1232727 |

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| Smaller reporting company o | | Emerging growth company o | | |

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.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated into this Amendment No. 1 to the Annual Report on Form 10-K/A 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.

EchoStar is filing this Amended 10-K to correct various formatting errors in the 10-K that occurred due to a file corruption discovered after filing the 10-K.

Other than such corrections, there are no other changes, amendments or updates to any other information in the 10‑K, but this Amended 10-K is being filed in its entirety for ease of review.

| | | |

| | | |

| [Disclosure Regarding Forward Looking Statements](#sF2C601C5EE575C29B3BBD9C60A0186FB) | | i |

| | | |

| | [PART I](#s8E5E92A5193E58DFBE0B4B57D19638EB) | |

| | | |

| [Item 1.](#s8E5E92A5193E58DFBE0B4B57D19638EB) | [Business](#s8E5E92A5193E58DFBE0B4B57D19638EB) | [1](#s8E5E92A5193E58DFBE0B4B57D19638EB) |

| [Item 1A.](#s3B77677E4A2E5927B49892D2C2959E86) | [Risk Factors](#s3B77677E4A2E5927B49892D2C2959E86) | [14](#s3B77677E4A2E5927B49892D2C2959E86) |

| [Item 1B.](#sCFFA4D7304BD5EBEBDA5DA4E3373A797) | [Unresolved Staff Comments](#sCFFA4D7304BD5EBEBDA5DA4E3373A797) | [32](#sCFFA4D7304BD5EBEBDA5DA4E3373A797) |

| [Item 2.](#s83996A53EDA9516883D32962F06B0893) | [Properties](#s83996A53EDA9516883D32962F06B0893) | [33](#s83996A53EDA9516883D32962F06B0893) |

| [Item 3.](#s0544B8C2DB4A57ACA7AE6EFC9EDF7F32) | [Legal Proceedings](#s0544B8C2DB4A57ACA7AE6EFC9EDF7F32) | [33](#s0544B8C2DB4A57ACA7AE6EFC9EDF7F32) |

| [Item 4.](#s4FB3702067485343A7CAC06930AD234C) | [Mine Safety Disclosures](#s4FB3702067485343A7CAC06930AD234C) | [34](#s4FB3702067485343A7CAC06930AD234C) |

| | | |

| | [PART II](#sD76B103C58265676B0F3D43060A53268) | |

| | | |

| [Item 5.](#sD76B103C58265676B0F3D43060A53268) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#sD76B103C58265676B0F3D43060A53268) | [35](#sD76B103C58265676B0F3D43060A53268) |

| [Item 6.](#s48428EAA96655DD0AE49DE279674D834) | [Selected Financial Data](#s48428EAA96655DD0AE49DE279674D834) | [36](#s48428EAA96655DD0AE49DE279674D834) |

| [Item 7.](#s41A341133E895AE78300E659B07AF24E) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#s41A341133E895AE78300E659B07AF24E) | [38](#s41A341133E895AE78300E659B07AF24E) |

| [Item 7A.](#sE3A82F3696DC5385A2E1414DAFA77994) | [Quantitative and Qualitative Disclosures about Market Risk](#sE3A82F3696DC5385A2E1414DAFA77994) | [65](#sE3A82F3696DC5385A2E1414DAFA77994) |

| [Item 8.](#s87C96A92382E5131A74E05E59AF546F4) | [Financial Statements and Supplementary Data](#s87C96A92382E5131A74E05E59AF546F4) | [66](#s87C96A92382E5131A74E05E59AF546F4) |

| [Item 9.](#s8A4678D726BD5682B3CBD29754720E70) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#s8A4678D726BD5682B3CBD29754720E70) | [66](#s8A4678D726BD5682B3CBD29754720E70) |

| [Item 9A.](#s5B6564E8AE3D5384B8D614F8E77BD0B5) | [Controls and Procedures](#s5B6564E8AE3D5384B8D614F8E77BD0B5) | [66](#s5B6564E8AE3D5384B8D614F8E77BD0B5) |

| [Item 9B.](#s37DB96B474E0573C90E994CB4E45EBF7) | [Other Information](#s37DB96B474E0573C90E994CB4E45EBF7) | [67](#s37DB96B474E0573C90E994CB4E45EBF7) |

10-K/A 1 a2219819z10-ka.htm 10-K/A

Use these links to rapidly review the document

| FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 | | |

| OR | | |

| FOR THE TRANSITION PERIOD FROM TO . | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

In reliance on General Instruction G(3) of Form 10-K, the Original 10-K omitted the information required by Part III (Items 10, 11, 12, 13, and 14) which had been contemplated to be incorporated by reference from EchoStar's definitive Proxy Statement for its 2014 annual meeting of shareholders expected to be filed with the Securities and Exchange Commission within 120 days after the end of EchoStar's 2013 fiscal year.

In accordance with Rule 12b-15 under the Exchange Act, Part III, Items 10 through 14 of the Original Form 10-K, are amended and restated to include this information, and Part IV, Item 15 of the Original Form 10-K has been amended solely to include as exhibits the new certifications required by Rule 13a-14(a) under the Exchange Act.

Except as set forth in this Explanatory Note, this 10-K/A does not modify or update any of the disclosures contained in the Original Form 10-K to reflect any events that occurred at a date later than February 21, 2014.

Accordingly, this 10-K/A should be read in conjunction with the Original Form 10-K and with EchoStar's other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.

| | | [Signatures](#AA1) | | | [46](#AA1) | |

PART III

None.

Our principal executive offices are located at 100 Inverness Terrace East, Englewood, Colorado 80112-5308 and our telephone number is (303) 706-4000.

The following table sets forth certain information concerning our principal properties related to our Hughes segment (“Hughes”) and EchoStar Satellite Services segment (“ESS”) and to our other operations and administrative functions (“Other”) as of December 31, 2018.

We operate various facilities in the United States and abroad.

We believe that our facilities are well maintained and are sufficient to meet our current and projected needs.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Location (3)(4) | | Segment(s) | | Leased/ Owned | | Function |

| San Diego, California | | Hughes | | Leased | | Engineering and sales offices |

| Englewood, Colorado (1)(4) | | Hughes | | Leased | | Gateways |

| Gaithersburg, Maryland | | Hughes | | Leased | | Manufacturing and testing facilities, engineering and logistics and administrative offices |

| Southfield, Michigan (1) | | Hughes | | Leased | | Shared hub and regional network management center |

| Las Vegas, Nevada (1) | | Hughes | | Leased | | Shared hub, antennae yards, gateway, backup network operation and control center for Hughes corporate headquarters |

| American Fork, Utah | | Hughes | | Leased | | Office space, engineering offices |

| Sao Paulo, Brazil | | Hughes | | Leased | | Hughes Brazil corporate headquarters, sales offices and warehouse |

| Bangalore, India (2) | | Hughes | | Leased | | Engineering office and office space |

| Gurgaon, India (1)(2) | | Hughes | | Leased | | Administrative offices, shared hub, operations, warehouse, and development center |

| New Delhi, India | | Hughes | | Leased | | Hughes India corporate headquarters |

| Milton Keynes, United Kingdom (3) | | Hughes | | Leased | | Hughes Europe corporate headquarters and operations |

| Germantown, Maryland (1) | | Hughes | | Owned | | Hughes corporate headquarters, engineering offices, network operations and shared hubs |

| Griesheim, Germany (1) | | Hughes | | Owned | | Shared hub, operations, administrative offices and warehouse |

| Cheyenne, Wyoming (1) | | Hughes/ESS | | Leased | | Spacecraft operations center, satellite access center and gateway |

| Gilbert, Arizona (1) | | Hughes/ESS | | Leased | | Spacecraft operations center, satellite access center and gateway |

| Barueri, Brazil (1) | | Hughes/Other | | Leased | | Shared hub, warehouse, operations center and spacecraft operations center |

| Black Hawk, South Dakota (1) | | ESS | | Owned | | Spacecraft auto-track operations center |

| Englewood, Colorado | | ESS/Other | | Owned | | Corporate headquarters, engineering offices |

| Campinas, Brazil | | Other | | Leased | | Uplink facility |

| Cheyenne, Wyoming | | Other | | Owned | | Data Center |

_______________________________________________________

| | |

| --- | --- |

| (1) | We perform network services and customer support functions 24 hours a day, 365 days a year at these locations. |

| | |

| --- | --- |

| (2) | These properties are used by subsidiaries that are less than wholly-owned by the Company. |

| | |

| --- | --- |

| (3) | We also have multiple gateways throughout the European Union that support the EchoStar XXI satellite. |

| | |

| --- | --- |

Not applicable.

PART II

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information.

Our Class A common stock is publicly traded on the Nasdaq Global Select Market under the symbol “SATS.”

Holders.

As of February 11, 2019, there were approximately 8,086 holders of record of our Class A common stock, not including stockholders who beneficially own Class A common stock held in nominee or street name.

As of February 11, 2019, there were 47,687,039 shares outstanding of our Class B common stock of which 5,895,972 shares were held by Charles W.

Ergen, our Chairman and 41,791,067 shares were held in trusts and entities established for the benefit of Mr. Ergen’s family.

There is currently no established trading market for our Class B common stock.

Dividends.

We have not paid any cash dividends on our common stock in the past two years.

We currently do not intend to declare dividends on our common stock.

Payment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the board of directors considers appropriate.

We currently intend to retain our earnings, if any, to support operations, future growth and expansion, although we have repurchased and may, in the future, repurchase shares of our common stock from time to time.

Our ability to declare dividends is affected by the covenants in our subsidiary Hughes Satellite Systems Corporation’s indentures.

See further discussion under Item 7.

— Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources in this Annual Report on Form 10-K.

Securities Authorized for Issuance Under Equity Compensation Plans.

See Item 12.

— Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in this Annual Report on Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Pursuant to a stock repurchase program approved by our board of directors, we are authorized to repurchase up to $500 million of our Class A common stock through December 31, 2019.

During the year ended December 31, 2017, we did not repurchase any common stock under this program.

The following table provides information regarding repurchases of our Class A common stock during the year ended December 31, 2018.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| Period | | Total Number of Shares (or Units) Purchased | | | Average Price Paid Per Share (Or Unit) | | | | Total Number of Shares (or Units) Purchased As Part of Publicly Announced Plans or Program | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Program (1) | | |

| | | (Dollars in thousands, except per share amounts and per unit amounts) | | | | | | | | | | | | |

| October 1 - 31 | | — | | | $ | — | | | | | | $ | 500,000 | |

| November 1 - 30 | | 848,863 | | | $ | 35.00 | | | 848,863 | | | $ | 470,292 | |

| December 1 - 31 | | 103,740 | | | $ | 34.54 | | | 103,740 | | | $ | 466,708 | |

| Total | | 952,603 | | | $ | 34.95 | | | 952,603 | | | $ | 466,708 | |

(1) On October 30, 2018, our Board of Directors extended our authorization to repurchase up to $500 million of our Class A common stock through and including December 31, 2019.

Purchases under our repurchase authorization may be made through privately negotiated transactions, open market repurchases, one or more trading plans in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or otherwise, subject to market conditions and other factors.

We may elect to purchase some or all of, or not to purchase the maximum amount or any of, the remaining shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors.

All shares repurchased reflected in the table above have been converted to treasury shares.

The accompanying consolidated financial statements for 2018 included in our accompanying Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K (“Form 10-K”) have been prepared in accordance with generally accepted accounting principles in the United States.

Certain prior period amounts have been adjusted to conform to the current period presentation.

The following tables present selected information relating to our consolidated financial condition and results of operations for the past five years.

The selected financial data should be read in conjunction with our accompanying Consolidated Financial Statements and related notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K.

Historical financial data presented below may not be indicative of future financial condition.

See Notes 1, 4 and 20 in the notes to consolidated financial statements in Item 15 of this Form 10-K for further discussion of the Share Exchange transaction.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | For the years ended December 31, | | | | | | | | | | | | | | | | | | |

| Statements of Operations Data: | | 2018 | | | | 2017(1) | | | | 2016 | | | | 2015 | | | | 2014 | | |

| | | (In thousands, except per share amounts) | | | | | | | | | | | | | | | | | | |

| Total revenue (2, 3) | | $ | 2,091,363 | | | $ | 1,885,508 | | | $ | 1,810,466 | | | $ | 1,848,857 | | | $ | 1,822,238 | |

| Total costs and expenses (2) | | 1,908,120 | | | | 1,689,201 | | | | 1,514,303 | | | | 1,575,092 | | | | 1,611,678 | | |

| Operating income (2) | | $ | 183,243 | | | $ | 196,307 | | | $ | 296,163 | | | $ | 273,765 | | | $ | 210,560 | |

| | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) from continuing operations to EchoStar common stock | | $ | (40,475 | ) | | $ | 385,261 | | | $ | 137,353 | | | $ | 102,421 | | | $ | 73,151 | |

| | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share - continuing operations | | $ | (0.42 | ) | | $ | 4.04 | | | $ | 1.46 | | | $ | 1.11 | | | $ | 0.80 | |

| Diluted earnings per share - continuing operations | | $ | (0.42 | ) | | $ | 3.98 | | | $ | 1.45 | | | $ | 1.10 | | | $ | 0.79 | |

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| | | | | | | | | | | | | | | | | | | | | |

| | | As of December 31, | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data: | | 2018 | | | | 2017(1) | | | | 2016 | | | | 2015 | | | | 2014 | | |

| | | (In thousands) | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents and current marketable securities | | $ | 3,210,458 | | | $ | 3,245,617 | | | $ | 3,092,881 | | | $ | 1,527,883 | | | $ | 1,669,590 | |

| Total assets (4) | | $ | 8,661,294 | | | $ | 8,750,014 | | | $ | 9,008,859 | | | $ | 6,572,463 | | | $ | 6,601,292 | |

| Total debt and capital lease obligations | | $ | 3,532,781 | | | $ | 3,634,844 | | | $ | 3,655,447 | | | $ | 2,185,272 | | | $ | 2,326,143 | |

| Total stockholders’ equity | | $ | 4,155,474 | | | $ | 4,177,385 | | | $ | 4,006,805 | | | $ | 3,781,642 | | | $ | 3,623,638 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | For the years ended December 31, | | | | | | | | | | | | | | | | | | |

| Cash Flow Data: | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| | | (In thousands) | | | | | | | | | | | | | | | | | | |

| Net cash flows from: | | | | | | | | | | | | | | | | | | | | |

| Operating activities | | $ | 734,522 | | | $ | 726,892 | | | $ | 803,343 | | | $ | 776,451 | | | $ | 840,131 | |

| Investing activities | | $ | (2,098,480 | ) | | $ | (867,932 | ) | | $ | (632,199 | ) | | $ | (275,311 | ) | | $ | (887,590 | ) |

| Financing activities | | $ | (136,563 | ) | | $ | 72 | | | $ | 1,475,689 | | | $ | (120,257 | ) | | $ | (35,096 | ) |

Our accompanying Consolidated Financial Statements are included in Item 15 of this Annual Report on Form 10-K beginning on page F-4.

Not applicable.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K (“Form 10-K).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K such that the information required to be disclosed in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We continue to review our internal control over financial reporting, and may from time to time make changes aimed at enhancing its effectiveness and to ensure that our systems evolve with our business.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

Our internal control over financial reporting includes those policies and procedures that:

| | |

| --- | --- |

| (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; |

| | |

| --- | --- |

| (ii) | provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and |

| | |

| --- | --- |

| (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. |

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2018.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Form 10-K.

On February 21, 2019, we issued a press release (the “Press Release”) announcing our financial results for the quarter and year ended December 31, 2018.

A copy of the Press Release is furnished herewith as Exhibit 99.1.

The foregoing information, including the exhibit related thereto, is furnished in response to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

PART III

[removed: Information regarding] [added: The information required by this Item with respect to] our code of ethics is contained in Part I of [removed: the Original 10-K filed with the SEC] [added: this Annual Report] on [removed: February 21, 2014] [added: Form 10-K] under the caption [removed: "Item] [added: “Item] 1.

[removed: Business—Website Access."][added: — Business — Website Access.”]

The information required by this Item with respect to the [removed: selected Audit Committee information] [added: identity and business experience of our executive officers] is set forth on [removed: page 37] [added: pages 12-13] of this [removed: report] [added: Annual Report on Form 10-K] under the caption [removed: "Director Independence."][added: “Executive Officers of the Registrant.”]

The information required by this Item with respect to the identity and business experience of our directors and corporate governance will be set forth in our Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2018, under the caption “Election of Directors,” which information is hereby incorporated herein by reference.

Board of Directors

The following table and information below sets forth the name, age and position with EchoStar of each of our directors, the period during which each director has served as such, and each director's business experience during at least the past five years.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Name | | Age | | First Became Director | | Position with the Corporation |

| R. Stanton Dodge | | 46 | | 2009 | | Director |

| Michael T. Dugan | | 65 | | 2007 | | Director, Chief Executive Officer and President |

| Charles W. Ergen | | 61 | | 2007 | | Chairman |

| Anthony M. Federico | | 66 | | 2011 | | Director |

| Pradman P. Kaul | | 67 | | 2011 | | Director and President, Hughes Communications, Inc. |

| Tom A. Ortolf | | 63 | | 2007 | | Director |

| C. Michael Schroeder | | 65 | | 2007 | | Director |

_R.

Stanton Dodge._ Mr. Dodge has served as a member of our Board of Directors since 2009.

Mr. Dodge is currently the Executive Vice President, General Counsel and Secretary of DISH Network Corporation ("DISH Network") and is responsible for all legal and government affairs of DISH Network and its subsidiaries.

From October 2007 to November 2011, Mr. Dodge served as our Executive Vice President, General Counsel and Secretary pursuant to a management services agreement between DISH Network and EchoStar that was entered into in connection with the spin-off of EchoStar from DISH Network on January 1, 2008 (the "Spin-off").

Since joining DISH Network in November 1996, he has held various positions of increasing responsibility in DISH Network's legal department.

The Board of Directors concluded that Mr. Dodge should serve as a member of the Board of Directors due to, among other things, his knowledge of our industry particularly in light of his business and legal expertise obtained during his prior service as our General Counsel, his service as DISH Network's General Counsel and roles of increasing responsibility held at DISH Network during his 17 years of service.

_Michael T.

Dugan._ Mr. Dugan has served as our Chief Executive Officer and President since November 2009.

Mr. Dugan has also served as a member of our Board of Directors since our formation in 2007.

Mr. Dugan served as a senior advisor to EchoStar from January 1, 2008 until November 2009.

From May 2004 to December 2007, he was a director of DISH Network, and served DISH Network alternately as Chief Technical Officer and senior advisor from time to time.

Mr. Dugan served as a director of Frontier Corporation from October 2006 until November 2009.

The Board of Directors concluded that Mr. Dugan should serve as a member of the Board of Directors due to, among other things, his knowledge and experience in the telecommunications and related industries from his service over the years as a director or officer with a number of different companies in those industries.

_Charles W.

Ergen._ Mr. Ergen has served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007.

Mr. Ergen served as our Chief Executive Officer from our formation in 2007 until November 2009.

Mr. Ergen serves as executive Chairman and has been Chairman of the Board of Directors of DISH Network since its formation and, during the past five years, has held executive officer and director positions with DISH Network and its subsidiaries.

The Board of Directors concluded that Mr. Ergen should serve as a member of the Board of Directors due to, among other things, his role as DISH Network's co-founder and as our controlling shareholder and the expertise, leadership and strategic direction that he has contributed to the Corporation since our formation, in addition to his extensive experience in our industry.

_Anthony M.

Federico._ Mr. Federico has served as a member of our Board of Directors since May 2011, and serves on our Executive Compensation Committee, Nominating Committee, and Audit Committee.

The Board of Directors has determined that Mr. Federico meets the independence requirements of NASDAQ and SEC rules and regulations.

Until 2012, Mr. Federico served as Vice President, Chief Engineer, and Graphic Communications Executive Liaison of Xerox Corporation ("Xerox").

Mr. Federico joined Xerox in 1968, and held various product and general management positions, as well as numerous engineering, solutions, information management, and process re-engineering positions.

Mr. Federico led the internal development of most of Xerox's major production products over the last 20 years, including DocuPrint, DocuTech, DocuTech HLC, Nuvera, and iGen3.

Mr. Federico's other positions previously held with Xerox included: Vice President/General Manager Production Solutions Businesses, Vice President of Technology for Production Systems, Vice President/General Manager Technology and Document Production Solutions, and Vice President Market-To-Collection and North American Information Management.

The Board of Directors concluded that Mr. Federico should serve as a member of the Board of Directors due to, among other things, his technical and managerial experience, acquired, in part, during his tenure with Xerox.

_Pradman P.

The information required by this Item will be set forth in our Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2018, under the caption “Executive Compensation and Other Information,” which information is hereby incorporated herein by reference.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") addresses our compensation objectives and policies for our Chief Executive Officer, Chief Financial Officer, and next three most highly compensated executive officers ("NEOs"), the elements of NEO compensation and the application of those objectives and policies to each element of compensation for our NEOs for fiscal year 2013.

Our NEOs in 2013 were Mr. Michael T.

Dugan; Mr. Charles W.

Ergen; Mr. Mark W.

Jackson; Mr. Pradman P.

Kaul; and Mr. David J.

Rayner.

All of our NEOs, with the exception of Mr. Ergen, were employed and solely compensated by EchoStar during 2013.

Mr. Ergen was employed by and compensated by both EchoStar and DISH Network in 2013; however, the compensation paid by DISH Network had no impact on our compensation decisions.

Mr. Kaul was employed and compensated by Hughes Communications, Inc. and its subsidiaries ("Hughes") prior to our acquisition of all of the outstanding equity of Hughes Communications, Inc. (the "Hughes Acquisition") on June 8, 2011, and was employed and compensated by us thereafter.

Mr. Kaul's compensation was set by Hughes prior to the Hughes Acquisition.

For a discussion of Hughes' prior compensation policies, please see the periodic reports filed by Hughes with the SEC, including Hughes' proxy statement on Schedule 14A for the year ended December 31, 2010.

With the exception of Mr. Kaul who entered into an agreement regarding his employment with Hughes prior to the Hughes Acquisition, none of our NEOs have entered into an employment agreement with us.

_Overall Executive Compensation Program Objectives and Policies_

_Compensation Philosophy_

Our executive compensation program was guided by the following key principles in 2013:

attraction, retention and motivation of executive officers over the long-term;

recognition of individual performance;

recognition of the achievement of company-wide performance goals, if any; and

creation of shareholder value by aligning the interests of management and shareholders through equity incentives.

_General Compensation Levels_

The total direct compensation opportunities, both base salaries and long-term incentives, offered to our NEOs have been designed to ensure that they are competitive with market compensation levels, support our executive recruitment and retention objectives, reward individual and company-wide performance and contribute to our long-term success by aligning the interests of our executive officers and shareholders.

The Executive Compensation Committee of the EchoStar Board of Directors (the "Compensation Committee"), without Mr. Ergen present, determined Mr. Ergen's compensation in 2013.

Mr. Ergen recommended to the Board of Directors, but the Board of Directors ultimately approved, the base compensation of the NEOs other than Mr. Ergen.

The Compensation Committee makes and approves grants of options and other equity-based compensation to the NEOs.

In determining the amount of each NEO's overall compensation, the Board of Directors reviews the information described in "Compilation of Certain Peer Group Data" below, the executive's performance (after reviewing Mr. Ergen's recommendations with respect to the NEOs), the executive's success in achieving individual and company-wide goals, whether the performance goals of any short-term or long-term incentive plans were met and the payouts that would become payable upon

achievement of those performance goals, equity awards previously granted to the executive, and equity awards that would normally be granted upon a promotion in accordance with our policies for promotions.

The Board of Directors has also considered the extent to which individual efforts of each of the NEOs resulted in tangible increases in corporate, division or department success when setting base cash salaries and any short-term incentive compensation.

This approach to general compensation levels is not formulaic and the weight given to any particular factor in determining a particular NEO's compensation depends on the subjective consideration of all factors described above in the aggregate.

With respect to equity incentive compensation, we attempt to ensure that each of the NEOs has appropriate incentives tied to the performance of our Class A Shares.

Therefore, we may grant more options to one particular NEO in a given year if a substantial portion of the NEO's equity incentives are vested and the underlying stock is capable of being sold.

In addition, if an NEO recently received a substantial amount of equity incentives, we may not grant any equity incentives to that particular NEO.

_Compilation of Certain Peer Group Data_

In connection with the approval process for our 2013 executive officer compensation, the Board of Directors and Compensation Committee had management prepare a compilation of the compensation components for the NEOs of companies similar in size and/or industry to EchoStar, as disclosed in their respective publicly-filed proxy statements (the "Peer Group Data").

The surveyed companies included, among others companies: Loral Space & Communications, Inc., Cisco Systems, Inc., and ViaSat Communications, Inc. The Peer Group Data, along with other information obtained by members of the Compensation Committee and the Board of Directors from media reports or other generally available sources related to executive compensation is used solely as a subjective frame of reference, rather than for benchmarking compensation for the NEOs.

The Compensation Committee and Board of Directors do not utilize a formulaic or standard, formalized benchmarking level or element in setting our executive compensation relative to that of other companies.

Generally, our overall executive compensation lags behind competitors in the areas of short-term incentives and severance packages, and may be competitive over time in equity compensation.

If our stock performance substantially outperforms similar companies, our executive compensation could exceed other companies.

The information required by this Item will be set forth in our Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2018, under the captions “Election of Directors,” “Equity Security Ownership” and “Equity Compensation Plan Information,” which information is hereby incorporated herein by reference.

Equity Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of the close of business on April 15, 2014 by: (i) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) our Chief Executive Officer, Chief Financial Officer and three other most highly compensated persons acting as one of our executive officers for the fiscal year ended December 31, 2013 (collectively, the "Named Executive Officers" or "NEOs"); and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated, each person listed in the following table

(alone or with family members) has sole voting and dispositive power over the shares listed opposite such person's name.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Name(1) | | Amount and Nature of Beneficial Ownership | | | Percentage of Class | | |

| _Class A Common Stock:_ | | | | | | | |

| Charles W. Ergen(2)(3) | | | 43,192,316 | | | 50.0 | % |

| Putnam Investment, LLC(4) | | | 8,786,720 | | | 20.3 | % |

| William R. Gouger(5) | | | 5,739,949 | | | 11.7 | % |

| Vanguard Group, Inc.(6) | | | 2,261,011 | | | 5.2 | % |

| Michael T. Dugan(7) | | | 832,153 | | | 1.9 | % |

| Tom A. Ortolf(8) | | | 32,000 | | | * | |

| C. Michael Schroeder(9) | | | 30,520 | | | * | |

| Mark W. Jackson(10) | | | 23,481 | | | * | |

| Anthony M. Federico(11) | | | 20,146 | | | * | |

| David J. Rayner(12) | | | 15,164 | | | * | |

| R. Stanton Dodge(13) | | | 511 | | | * | |

| Pradman P. Kaul(14) | | | 101 | | | * | |

| All Directors and Executive Officers as a Group (14 persons)(15) | | | 44,378,630 | | | 52.8 | % |

| _Class B Common Stock:_ | | | | | | | |

| Charles W. Ergen(2)(3) | | | 41,948,568 | | | 88.0 | % |

| Trusts(16) | | | 5,738,471 | | | 12.0 | % |

| All Directors and Executive Officers as a Group (14 persons)(15) | | | 41,948,568 | | | 88.0 | % |

| _Hughes Retail Preferred Tracking Stock_ | | | | | | | |

| DISH Network L.L.C.(17) | | | 6,290,499 | | | 100 | % |

Less than 1%.

(1)

Except as otherwise noted below, the address of each such person is 100 Inverness Terrace East, Englewood, Colorado 80112.

As of the close of business on April 1, 2014, there were 43,226,950 shares of Class A Common Stock (the "Class A Shares") outstanding; 47,687,039 shares of Class B Common Stock (the "Class B Shares") outstanding; and 6,290,499 outstanding Preferred Tracking Shares.

The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

(2)

Mr. Ergen is deemed to own beneficially all of the Class A Shares owned by his spouse, Mrs. Cantey Ergen.

Mr. Ergen's beneficial ownership includes: (i) 103,661 Class A Shares; (ii) 3,705 Class A Shares held in the Corporation's 401(k) Employee Savings Plan (the "401(k) Plan") by Mr. Ergen; (iii) 1,120,000 Class A Shares subject to employee stock options that are either currently exercisable or may become exercisable within 60 days of April 1, 2014; (iv) 47 Class A Shares held by Mrs. Ergen; (v) 201 Class A Shares held in the 401(k) Plan held by Mrs. Ergen; (vi) 5,367 Class A Shares held as custodian for one of Mr. Ergen's children; (vii) 5,367 Class A Shares held by one of Mr. Ergen's children; (viii) 5,400 Class A Shares held by a charitable foundation for which Mr. Ergen is an officer; and (ix) 41,948,568 Class A Shares issuable upon conversion of Mr. Ergen's Class B Shares.

Mr. Ergen's beneficial ownership of Class A Shares excludes: (A) 1,389,373 Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Four-Year GRAT dated November 30, 2010, (B) 1,688,854 Class A Shares issuable upon conversion of Class B Shares currently held by the Ergen Five-Year GRAT dated November 30, 2010, and (C) 2,660,244 Class A Shares issuable upon conversion of Class B Shares held by certain trusts established by Mr. Ergen for the benefit of his family.

(3)

Because each Class B Share is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of the Corporation representing approximately 80.6% of the voting power of the Corporation (assuming no conversion of the Class B Shares and after giving effect to the exercise of Mr. Ergen's options that are either currently exercisable or may become exercisable within 60 days of April 1, 2014).

Mr. Ergen's beneficial ownership excludes 5,738,471 Class A Shares issuable upon conversion of Class B Shares currently held by certain GRATs and other trusts established by Mr. Ergen for the benefit of his family.

The information required by this Item will be set forth in our Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2018, under the caption “Certain Relationships and Related Party Transactions,” which information is hereby incorporated herein by reference.

Our Board of Directors has adopted a written policy for the review and approval of transactions involving EchoStar and related parties, such as directors, executive officers (and their immediate family members) and DISH Network.

In order to identify these transactions, we distribute questionnaires to our officers and directors on a quarterly basis.

Our General Counsel then directs the appropriate review of all potential related-party transactions and schedules their presentation at the next regularly-scheduled meetings of the Audit Committee and the Board of Directors.

Both the Audit Committee and the Board of Directors must approve these transactions, with all interested parties abstaining from the vote.

Once each calendar year, the Audit Committee and the Board of Directors undertake a review of all recurring potential related-party transactions.

Both the Audit Committee and the Board of Directors must approve the continuation of each such transaction, with all interested parties abstaining.

Transactions involving DISH Network are subject to the approval of a committee of the non-interlocking directors or in certain circumstances non-interlocking management.

Related Party Transactions with DISH Network

Following the Spin-off, we and DISH Network have operated as separate public companies and, except for the Satellite and Tracking Stock Transaction described below, neither entity has any ownership interest in the other.

Pursuant to the Satellite and Tracking Stock Transaction, DISH Network owns preferred tracking stock representing an aggregate 80.0% economic interest in the residential retail satellite broadband business of Hughes Network Systems, LLC ("HNS"), an indirect wholly-owned subsidiary of EchoStar, including without limitation the operations, assets and liabilities attributed to the HNS residential retail satellite broadband business.

In addition, 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 trusts established by Mr. Ergen for the benefit of his family.

In connection with and following the Spin-off, we and DISH Network have entered into certain agreements pursuant to which we obtain certain products, services and rights from DISH Network; DISH Network obtains certain products, services and rights from us; and we and DISH Network have indemnified each other against certain liabilities arising from our respective businesses.

We also may enter into additional agreements with DISH Network in the future.

Generally, the amounts DISH Network pays for products and services provided under the agreements are based on our cost plus a fixed margin (unless noted differently below), which varies depending on the nature of the products and services provided.

_Blockbuster Agreements_

On April 26, 2011, DISH Network acquired substantially all of the assets of Blockbuster, Inc. (the "Blockbuster Acquisition").

On June 8, 2011, we completed the acquisition of Hughes Communications Inc. and its subsidiaries (the "Hughes Acquisition").

HNS, a wholly-owned subsidiary of Hughes Communications, Inc., provided certain broadband products and services to Blockbuster pursuant to an agreement that was entered into prior to the Blockbuster Acquisition and the Hughes Acquisition.

Subsequent to both the Blockbuster Acquisition and the Hughes Acquisition, Blockbuster entered into a new agreement with HNS pursuant to which Blockbuster may continue to purchase broadband products and services from HNS (the "Blockbuster VSAT Agreement").

The term of the Blockbuster VSAT Agreement is through October 31, 2014 and Blockbuster has the option to renew the agreement for an additional one-year period.

We earned revenues of $1.1 million under the Blockbuster VSAT Agreement during 2013.

In November 2013, we received notification that, effective February 1, 2014, all services to all Blockbuster locations, including Blockbuster franchisee locations, would be terminated in connection with the closing of all of the Blockbuster retail locations.

_Broadcast Agreement_

Effective January 1, 2012, we and DISH Network entered into a new broadcast agreement (the "2012 Broadcast Agreement") pursuant to which we provide certain broadcast services to DISH Network, including teleport services such as transmission and downlinking, channel origination services, and channel management services, for the period from January 1, 2012 to December 31, 2016.

The 2012 Broadcast Agreement replaced the broadcast agreement that we entered into with DISH Network in connection with the Spin-off.

The fees for the services provided under the 2012 Broadcast Agreement are calculated at either: (a) our cost of providing the relevant service plus a fixed dollar fee, which is subject to certain adjustments; or (b) our cost of providing the relevant service plus a fixed margin, which will depend on the nature of the services provided.

DISH Network has the ability to terminate channel origination services and channel management services for any reason and without any liability upon at least 60 days notice to us.

If DISH Network terminates the teleport services provided under the 2012 Broadcast Agreement for a reason other than our breach, DISH Network generally is

obligated to reimburse us for any direct costs we incur related to any such termination that we cannot reasonably mitigate.

We earned revenues of approximately $229.6 million from DISH Network under the 2012 Broadcast Agreement during 2013.

_Broadcast Agreement for Certain Sports Related Programming_

During May 2010, we and DISH Network entered into a broadcast agreement pursuant to which we provide certain broadcast services to DISH Network in connection with its carriage of certain sports related programming.

The term of this agreement is ten years.

If DISH Network terminates this agreement for a reason other than our breach, DISH Network generally is obligated to reimburse us for any direct costs we incur related to any such termination that we cannot reasonably mitigate.

The fees for the broadcast services provided under this agreement depend, among other things, upon the cost to develop and provide such services.

We earned revenue from DISH Network of approximately $1.4 million under this broadcast agreement during 2013.

_DBSD North America Agreement_

On March 9, 2012, DISH Network completed its acquisition of 100% of the equity of reorganized DBSD North America, Inc. ("DBSD North America").

[removed: PART] [added: PART] IV

The information required by this Item will be set forth in our Proxy Statement for the 2019 Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, 2018, under the caption “Principal Accountant Fees and Services,” which information is hereby incorporated herein by reference.

KPMG LLP served as our independent registered public accounting firm for the fiscal years ended December 31, 2013 and 2012.

The following table presents fees for professional services rendered by KPMG LLP to us and our subsidiaries during 2013 and 2012.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | For the Years Ended December 31, | | | | | |

| | | 2013 | | | 2012 | | |

| Audit Fees(1) | | $ | 2,618,243 | | $ | 2,738,686 | |

| Audit Related Fees(2) | | | 162,916 | | | 195,052 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total Audit and Audit Related Fees | | | 2,781,159 | | | 2,933,738 | |

| Tax Fees(3) | | | 946,697 | | | 1,525,644 | |

| All Other Fees | | | — | | | — | |

| Total Fees | | $ | 3,727,856 | | $ | 4,459,382 | |

(1)

Consists of fees paid by us for the audit of our and our subsidiaries' consolidated financial statements included in our Annual Report on Form 10-K, review of our unaudited financial statements included in our Quarterly Reports on Form 10-Q and fees in connection with the audit of our internal control over financial reporting and statutory audits of our foreign subsidiaries.

(2)

Consists of fees for the audit of financial statements and certain fees for other services that are normally provided by the accountant in connection with registration statement filings, issuance of consents, compliance with XBRL tagging and professional consultations with respect to accounting issues.

(3)

Consists of fees for tax consultation and tax compliance services.

Audit Committee Pre-Approval Process

The Audit Committee is responsible for appointing, setting compensation, retaining and overseeing the work of our independent registered public accounting firm.

The Audit Committee has established a process regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm.

Requests are submitted to the Audit Committee in one of the following ways:

Request for approval of services at a meeting of the Audit Committee; or

Request for approval of services by members of the Audit Committee acting by written consent.

The request may be made with respect to either specific services or a type of service for predictable or recurring services.

All of the fees paid by us to KPMG LLP for services rendered in 2013 and 2012 were pre-approved by the Audit Committee.

[added: (3)] Exhibits

| [removed: | 2.1] [added: [2.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv2w1.htm)] | [removed: *] | [removed: Form] [added: [Form] of Separation Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference to Exhibit 2.1 to Amendment No. [removed: 3] [added: 1] of EchoStar [removed: Corporation's] [added: Corporation’s] Form 10 [removed: dated] [added: filed] December [removed: 28,] [added: 12,] 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv2w1.htm)] |

| [removed: | 2.2] [added: [2.2*](http://www.sec.gov/Archives/edgar/data/1345840/000119312511036322/dex21.htm)] | [removed: *] | [removed: Agreement] [added: [Agreement] and Plan of Merger between EchoStar Corporation, EchoStar Satellite Services L.L.C., Broadband Acquisition Corporation and Hughes Communications, Inc. dated as of February 13, 2011 (incorporated by reference to Exhibit 2.1 to [removed: the] [added: Hughes Communications Inc.’s] Current Report on Form [removed: 8-K of Hughes Communications, Inc.] [added: 8-K,] filed February 15, 2011, Commission File No. [removed: 1-33040).] [added: 1-33040). ](http://www.sec.gov/Archives/edgar/data/1345840/000119312511036322/dex21.htm)] |

| [removed: | 3.1] [added: [3.2*](http://www.sec.gov/Archives/edgar/data/1415404/000103570408000039/d53368exv3w1.htm)] | [removed: *] | [removed: Articles of Incorporation of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 of EchoStar Corporation's Form 10 dated December 12, 2007, Commission File No. 001-33807), as amended by the Amendment] [added: [Amendment] to the Articles of Incorporation of EchoStar Corporation (incorporated by reference to Exhibit 3.1 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed January 25, 2008, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570408000039/d53368exv3w1.htm)] |

| [removed: | 3.2] [added: [3.5*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w2.htm)] | [removed: *] | [removed: Bylaws] [added: [Bylaws] of EchoStar Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 of EchoStar [removed: Corporation's] [added: Corporation’s] Form 10 [removed: dated] [added: filed] December 12, 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w2.htm)] |

| [removed: | 4.1] [added: [4.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv4w1.htm)] | [removed: *] | [removed: Specimen] [added: [Specimen] Class A Common Stock Certificate of EchoStar Corporation (incorporated by reference to Exhibit [removed: 3.2] [added: 4.1] to Amendment No. [removed: 3] [added: 1] of EchoStar [removed: Corporation's] [added: Corporation’s] Form 10 [removed: dated] [added: filed] December [removed: 28,] [added: 12,] 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv4w1.htm)] |

| [removed: | 4.2] [added: [4.2*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d1.htm)] | [removed: *] | [removed: Indenture] [added: [Indenture] relating to the EH Holding Corporation (currently known as Hughes Satellite Systems Corporation) [removed: 61/2%] [added: 6 1/2%] Senior Secured Notes due 2019, dated as of June 1, 2011, by and among EH Holding Corporation, the guarantors listed on the signature page thereto, and Wells Fargo Bank, National Association, as collateral agent and trustee (incorporated by reference to Exhibit 4.1 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 2, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d1.htm)] |

| [removed: | 4.3] [added: [4.3*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] | [removed: *] | [removed: Indenture] [added: [Indenture] relating to the EH Holding Corporation (currently known as Hughes Satellite Systems Corporation) [removed: 75/8%] [added: 7 5/8%] Senior [added: Unsecured] Notes due 2021, dated as of June 1, 2011, by and among EH Holding Corporation, the guarantors listed on the signature page thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 2, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] |

| [removed: | 4.4] [added: [4.4*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d2.htm)] | [removed: *] | [removed: Supplemental] [added: [Supplemental] Indenture relating to the [removed: 61/2%] [added: 6 1/2%] Senior Secured Notes due 2019 of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of June 8, 2011, by and among EH Holding Corporation, the guarantors listed on the signature page thereto, and Wells Fargo Bank, National Association, as collateral agent and trustee (incorporated by reference to Exhibit 4.2 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 9, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d2.htm)] |

| [removed: | 4.5] [added: [4.5*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d3.htm)] | [removed: *] | [removed: Supplemental] [added: [Supplemental] Indenture relating to the [removed: 75/8%] [added: 7 5/8%] Senior [added: Unsecured] Notes due 2021 of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of June 8, 2011, by and among EH Holding Corporation, the guarantors listed on the signature page thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 9, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d3.htm)] |

| [removed: | 4.6] [added: [4.6*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d3.htm)] | [removed: *] | [removed: Registration] [added: [Registration] Rights Agreement, dated as of June 1, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature page thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 2, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d3.htm)] |

| [removed: | 4.7] [added: [4.7*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] | [removed: *] | [removed: Security] [added: [Security] Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar [removed: Corporation's] [added: Corporation’s] Current Report on Form 8-K filed June 9, 2011, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] |

| [removed: | 10.1] [added: [10.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w2.htm)] | [removed: *] | [removed: Form] [added: [Form] of Tax Sharing Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to Amendment No. [removed: 3] [added: 1] of EchoStar [removed: Corporation's] [added: Corporation’s] Form 10 [removed: dated] [added: filed] December [removed: 28,] [added: 12,] 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w2.htm)] |

| [removed: | 10.6] [added: [10.8*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_31.htm)] | [removed: *] | [removed: Agreement] [added: [NIMIQ 5 Whole RF Channel Service Agreement, dated September 15, 2009,] between [removed: HTS,] [added: EchoStar Corporation and] DISH Network L.L.C. [removed: and ExpressVu Inc., dated January 8, 1997, as amended] (incorporated by reference to Exhibit [removed: 10.18] [added: 10.31] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of DISH Network Corporation] for the year ended December 31, [removed: 1996, as amended,] [added: 2009, filed March 1, 2010,] Commission File No. [removed: 0-26176).] [added: 001-33807).*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_31.htm)] |

| [removed: | 10.7] [added: [10.4*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_25.htm)] | [removed: *] | [removed: Agreement to Form NagraStar L.L.C.,] [added: [QuetzSat-1 Satellite Service Agreement,] dated [removed: as of June 23, 1998, by and] [added: November 24, 2008,] between [removed: Kudelski S.A., DISH Network Corporation] [added: EchoStar 77 Corporation, a subsidiary of EchoStar Corporation,] and DISH Network L.L.C. (incorporated by reference to Exhibit [removed: 10.28] [added: 10.25] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of DISH Network Corporation] for the year ended December 31, [removed: 1998,] [added: 2009, filed March 1, 2010,] Commission File No. [removed: 0-26176).] [added: 001-33807). *](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_25.htm)] |

| [removed: | 10.8] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex10d3.htm)] | [removed: *] | [added: [Form of] Satellite [added: Transponder] Service [removed: Agreement, dated as of March 21, 2003,] [added: Agreement by and] between [removed: SES Americom, Inc., DISH Network L.L.C.] [added: EchoStar Satellite Operating Corporation] and DISH [removed: Network Corporation] [added: Operating L.L.C] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of DISH Network Corporation] for the quarter ended March 31, [removed: 2003,] [added: 2014, filed May 9, 2014,] Commission File No. [removed: 0-26176).*] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex10d3.htm)] |

| [removed: | 10.9] [added: [10.9*](http://www.sec.gov/Archives/edgar/data/1415404/000104746909009775/a2195329zex-10_4.htm)] | [removed: *] | [removed: Amendment No. 1 to Satellite Service Agreement] [added: [Allocation Agreement,] dated [removed: March 31, 2003] [added: August 4, 2009,] between [removed: SES Americom Inc., DISH Network L.L.C.] [added: EchoStar Corporation] and DISH Network Corporation (incorporated by reference [removed: to] [added: from] Exhibit [removed: 10.1] [added: 10.4] to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of DISH Network Corporation] for the quarter ended September 30, [removed: 2003,] [added: 2009, filed November 9, 2009,] Commission File No. [removed: 0-26176).*] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000104746909009775/a2195329zex-10_4.htm)] |

| [removed: | 10.10] [added: [10.34*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] | [removed: *] | [removed: Satellite Service] [added: [Letter] Agreement [removed: dated as of August 13, 2003] between [removed: SES Americom Inc.,] [added: EchoStar Corporation and] DISH Network [removed: L.L.C.] [added: Corporation, dated August 3, 2018, amending that certain Form of Tax Sharing Agreement between EchoStar Corporation] and DISH Network [removed: Corporation] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of DISH Network Corporation] for the quarter ended September [removed: 30, 2003,] [added: 2018, filed November 8, 2018,] Commission File No. [removed: 0-26176).*] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] |

| [removed: | 10.15] [added: [10.14*](http://www.sec.gov/Archives/edgar/data/1415404/000110465913011985/a12-28611_1ex10d47.htm)] | [removed: *] | [added: [First] Amendment [removed: No. 4] to [added: EchoStar XVI] Satellite [added: Transponder] Service Agreement, dated [removed: October] [added: as of December] 21, [removed: 2004,] [added: 2012] between [removed: SES Americom, Inc., DISH Network L.L.C.] [added: EchoStar Satellite Operating Corporation] and DISH Network [removed: Corporation] [added: L.L.C.] (incorporated by reference to Exhibit [removed: 10.23] [added: 10.47] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of DISH Network Corporation] for the year ended December 31, [removed: 2004,] [added: 2012, filed February 20, 2013,] Commission File No. [removed: 0-26176).*] [added: 001-33807).*](http://www.sec.gov/Archives/edgar/data/1415404/000110465913011985/a12-28611_1ex10d47.htm)] |

| [removed: | 10.16] [added: [10.3*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_24.htm)] | [removed: *] | [removed: Amendment No. 3 to] [added: [QuetzSat-1] Satellite Service Agreement, dated November [removed: 19, 2004] [added: 24, 2008,] between SES [removed: Americom, Inc., DISH Network L.L.C.] [added: Latin America S.A.] and [removed: DISH Network] [added: EchoStar 77 Corporation, a subsidiary of EchoStar] Corporation (incorporated by reference to Exhibit 10.24 to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of DISH Network Corporation] for the year ended December [added: 31, 2009, filed March] 1, [removed: 2004,] [added: 2010,] Commission File No. [removed: 0-26176).*] [added: 001-33807). *](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_24.htm)] |

| [removed: | 10.17] [added: [10.10*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_36.htm)] | [removed: *] | [removed: Amendment No. 5 to] [added: [EchoStar XVI] Satellite [added: Transponder] Service [removed: Agreement, dated November 19, 2004,] [added: Agreement] between [removed: SES Americom, Inc., DISH Network L.L.C.] [added: EchoStar Satellite Operating Corporation] and DISH Network [removed: Corporation] [added: L.L.C., effective December 21, 2009] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.36] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of DISH Network Corporation] for the year ended December 31, [removed: 2004,] [added: 2009, filed March 1, 2010,] Commission File No. [removed: 0-26176).*] [added: 001-33807).*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_36.htm)] |

| [removed: | 10.21] [added: [10.2*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w25.htm)] | [removed: *] | [removed: Form] [added: [Form] of EchoStar Corporation 2008 Class B CEO Stock Option Plan (incorporated by reference to Exhibit 10.25 to Amendment No. [removed: 3] [added: 1] of EchoStar [removed: Corporation's] [added: Corporation’s] Form 10 [removed: dated] [added: filed] December [removed: 28,] [added: 12,] 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w25.htm)] |

| [removed: | 10.22] [added: [3.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w1.htm)] | [removed: *] | [removed: Form] [added: [Articles] of [removed: Satellite Capacity Agreement between] [added: Incorporation of] EchoStar Corporation [removed: and DISH Network L.L.C.] (incorporated by reference [removed: from] [added: to] Exhibit [removed: 10.28] [added: 3.1] to Amendment No. [removed: 2 to Form 10] [added: 1] of EchoStar [removed: Corporation] [added: Corporation’s Form 10] filed [removed: on] December [removed: 26,] [added: 12,] 2007, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w1.htm)] |

| [removed: | 10.24] [added: [10.7*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_30.htm)] | [removed: *] | [removed: QuetzSat-1 Satellite] [added: [NIMIQ 5 Whole RF Channel] Service Agreement, dated [removed: November 24, 2008,] [added: September 15, 2009,] between [removed: SES Latin America S.A.] [added: Telesat Canada] and EchoStar [removed: 77 Corporation, a direct wholly-owned subsidiary of EchoStar] Corporation (incorporated by reference to Exhibit [removed: 10.24] [added: 10.30] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of EchoStar Corporation] for the year ended December 31, 2009, [added: filed March 1, 2010,] Commission File No. [removed: 001-33807).*] [added: 001-33807).*](http://www.sec.gov/Archives/edgar/data/1415404/000104746910001594/a2196943zex-10_30.htm)] |

| [removed: | 10.26 | *] [added: (J)] | [removed: Bell TV Pricing Amendment, dated February 6, 2009, between EchoStar Corporation and Bell TV (incorporated by reference to Exhibit 10.26] [added: Included as an exhibit] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of EchoStar Corporation] for the year ended December 31, [removed: 2009,] [added: 2018, filed February 21, 2019,] Commission File No. [removed: 001-33807).*] [added: 001-33807.] |

| [removed: | 10.27] [added: [10.28*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] | [removed: *] | [removed: Amended] [added: [Amended] and Restated EchoStar Corporation [removed: 2008] [added: 2017] Employee Stock Purchase Plan (incorporated by reference to EchoStar [removed: Corporation's] [added: Corporation’s] Definitive Proxy Statement on Form [removed: 14] [added: 14,] filed March [removed: 31, 2009,] [added: 23, 2017,] Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] |

| [removed: | 10.28] [added: [10.6*](http://www.sec.gov/Archives/edgar/data/1415404/000103570409000020/d67044ddef14a.htm#018)] | [removed: *] | [removed: Amended] [added: [Amended] and Restated EchoStar Corporation 2008 [added: Non-Employee Director] Stock [removed: Incentive] [added: Option] Plan [added: (the “2008 Non-Employee Director Stock Option Plan”)] (incorporated by reference to EchoStar [removed: Corporation's] [added: Corporation’s] Definitive Proxy Statement on Form [removed: 14] [added: 14,] filed March 31, 2009, Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570409000020/d67044ddef14a.htm#018)] |

| [removed: | 10.29] [added: [10.27*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] | [removed: *] | [removed: Amended and Restated EchoStar] [added: [EchoStar] Corporation [removed: 2008] [added: 2017] Non-Employee Director Stock [removed: Option] [added: Incentive] Plan (incorporated by reference to EchoStar [removed: Corporation's] [added: Corporation’s] Definitive Proxy Statement on Form [removed: 14] [added: 14,] filed March [removed: 31, 2009,] [added: 23, 2017,] Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] |

| [removed: | 10.32] [added: [10.31*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)] | [removed: *] | [removed: Professional Services Agreement, dated August 4, 2009, between] [added: [Form of Stock Option Agreement for the] EchoStar Corporation [removed: and DISH Network Corporation] [added: 2017 Stock Incentive Plan - Executive (2017)] (incorporated by reference [removed: from] [added: to] Exhibit 10.3 to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of EchoStar Corporation] for the quarter ended [removed: September] [added: June] 30, [removed: 2009,] [added: 2017, filed August 9, 2017,] Commission File No. [removed: 001-33807).*] [added: 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)] |

| [removed: | 10.33] [added: [10.33*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)] | [removed: *] | [removed: Allocation Agreement, dated August 4, 2009, between] [added: [Form of Restricted Stock Unit Agreement for the] EchoStar Corporation [removed: and DISH Network Corporation] [added: 2017 Stock Incentive Plan - Executive (2017)] (incorporated by reference [removed: from] [added: to] Exhibit [removed: 10.4] [added: 10.5] to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of EchoStar Corporation] for the quarter ended [removed: September] [added: June] 30, [removed: 2009,] [added: 2017, filed August 9, 2017,] Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)] |

| [removed: | 10.40] [added: [10.11*](http://www.sec.gov/Archives/edgar/data/1345840/000119312505236811/dex103.htm)] | [removed: *] | [removed: Employment] [added: [Employment] Agreement, dated as of April 23, 2005 between Hughes Network Systems, LLC and Pradman Kaul (incorporated by reference to Exhibit 10.3 to [removed: the] [added: Hughes Communications Inc.’s] Registration Statement on Form [removed: S-1 of Hughes Communications, Inc.] [added: S-1,] filed December 5, [removed: 2005 (File] [added: 2005, Commission File] No. [removed: 333-130136)).] [added: 333-130136).](http://www.sec.gov/Archives/edgar/data/1345840/000119312505236811/dex103.htm)] |

| [removed: | 10.41] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/1345840/000119312511057893/dex1029.htm)] | [removed: *] | [removed: Amendment] [added: [Amendment] to Employment Agreement, dated as of December 23, 2010 between Hughes Communications, Inc. and Pradman Kaul (incorporated by reference to Exhibit 10.29 to [removed: the] [added: Hughes Communications Inc.’s] Annual Report on Form [removed: 10-K of Hughes Communications, Inc.] [added: 10-K,] filed March [removed: 3, 2011 (File] [added: 7, 2011, Commission File] No. [removed: 001-33040)).] [added: 001-33040).](http://www.sec.gov/Archives/edgar/data/1345840/000119312511057893/dex1029.htm)] |

| [removed: | 10.45] [added: [10.25*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000029/shareexchangeagreementreda.htm)] | [removed: *] | [removed: Receiver] [added: [Share Exchange] Agreement [removed: dated January 1, 2012 between Echosphere L.L.C] [added: among DISH Network Corporation, DISH Network L.L.C., DISH Operating L.L.C., EchoStar Corporation, EchoStar Broadcasting Holding Parent L.L.C., EchoStar Broadcasting Holding Corporation, EchoStar Technologies Holding Corporation,] and EchoStar Technologies L.L.C. (incorporated by reference to Exhibit 10.1 to [removed: the] [added: EchoStar Corporation’s] Quarterly Report on Form 10-Q [removed: of EchoStar Corporation] [added: for the quarter ended March 31, 2017,] filed May [removed: 7, 2012,] [added: 10, 2017,] Commission File No. [removed: 001-33807).*] [added: 001-33807*/](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000029/shareexchangeagreementreda.htm)] |

| [removed: | 31.1] [added: [10.21*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d43.htm)] | [removed: *] | [removed: Section 302 Certification] [added: [Form] of [removed: Chief] [added: Stock Option Agreement for 2008 Stock Incentive Plan —] Executive [removed: Officer with respect] [added: (2014) (incorporated by reference] to [removed: the] [added: Exhibit 10.43 to EchoStar Corporation’s] Annual Report on Form 10-K [removed: of EchoStar Corporation] for the year ended December 31, [removed: 2013 (incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K of EchoStar Corporation] [added: 2015,] filed February [removed: 21, 2014,] [added: 24, 2016,] Commission File No. 001-33807). [added: ](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d43.htm)] |

| [removed: | 31.2] [added: [10.20*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d42.htm)] | [removed: *] | [removed: Section 302 Certification of Chief Financial Officer with respect to the Annual Report on Form 10-K] [added: [Form] of [removed: EchoStar Corporation] [added: Stock Option Agreement] for [removed: the year ended December 31, 2013] [added: 2008 Stock Incentive Plan — Employee (2014)] (incorporated by reference to Exhibit [removed: 31.2] [added: 10.42] to [removed: the] [added: EchoStar Corporation’s] Annual Report on Form 10-K [removed: of EchoStar Corporation] [added: for the year ended December 31, 2015,] filed February [removed: 21, 2014,] [added: 24, 2016,] Commission File No. [removed: 001-33807).] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d42.htm)] |

[added: | (H) |] Filed herewith. [added: |]

[added: | * |] Incorporated by reference. [added: |]

[added: | |] Constitutes a management contract or compensatory plan or arrangement. [added: |]

[added: | * |] Certain portions of the exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. [added: |]

[added: | | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.] We agree to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request, subject to our right to request confidential treatment of any requested schedule or exhibit. [added: |]

(a) The following documents are filed as part of this report:

| | |

| --- | --- |

| | |

| | Page |

| (1) Consolidated Financial Statements | |

| | |

| [Index to Consolidated Financial Statements](#sDA57AF70CC2255F3AE01429751EBF846) | [F-1](#sDA57AF70CC2255F3AE01429751EBF846) |

| [Report of Independent Registered Public Accounting Firm](#sFC9CD758A0E758E0B7F893366D23CF30) | [F-2](#sFC9CD758A0E758E0B7F893366D23CF30) |

| [Consolidated Balance Sheets as of December 31, 2018 and 2017](#s650447D3A4135B71971B84557739748A) | [F-4](#s650447D3A4135B71971B84557739748A) |

| [Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016](#sBD70C04C4E9354B29483EBD416F86E04) | [F-5](#sBD70C04C4E9354B29483EBD416F86E04) |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016](#s5F14326BB53751C584BBD0442A64E07A) | [F-6](#s5F14326BB53751C584BBD0442A64E07A) |

| [Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016](#s9945C385E8795075B4D4C911B50218E7) | [F-7](#s9945C385E8795075B4D4C911B50218E7) |

| [Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016](#sCCAFCD17BE1E551CACF9410504F0E8A4) | [F-8](#sCCAFCD17BE1E551CACF9410504F0E8A4) |

| [Notes to Consolidated Financial Statements](#sEE2C17099C2C5329B170A39576D61DFE) | [F-9](#sEE2C17099C2C5329B170A39576D61DFE) |

| | |

| (2) Financial Statement Schedules | |

| | |

| [Schedule II — Valuation and Qualifying Accounts](#sF08290E25FBC5572B3DD710F06EE78F4) | [F-69](#sF08290E25FBC5572B3DD710F06EE78F4) |

| | | |

| --- | --- | --- |

| | | |

| [3.3*](http://www.sec.gov/Archives/edgar/data/1415404/000141540416000008/exhibit31echostarcorpora.htm) | | [Certificate of Amendment to Articles of Incorporation of EchoStar Corporation, dated as of May 4, 2016 (incorporated by reference to Exhibit 3.1 to EchoStar Corporation’s Current Report on Form 8-K, filed May 5, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540416000008/exhibit31echostarcorpora.htm) |

| [3.4*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000016/ex31certofwithdrawal.htm) | | [Certificate of Withdrawal of Certificate of Designation of EchoStar Corporation (incorporated by reference to Exhibit 31 to EchoStar Corporation’s Current Report on Form 8-K, filed March 6, 2017, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000016/ex31certofwithdrawal.htm) |

| | | |

| --- | --- | --- |

| | | |

| [4.8*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d1.htm) | | [Second Supplemental Indenture relating to the 6 1/2% Senior Secured Notes due 2019 of Hughes Satellite Systems Corporation, dated as of March 28, 2014, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, and Wells Fargo Bank, National Association, as collateral agent and trustee (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 9, 2014, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d1.htm) |

| [4.9*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d2.htm) | | [Second Supplemental Indenture relating to the 7 5/8% Senior Unsecured Notes due 2021 of Hughes Satellite Systems Corporation, dated as of March 28, 2014, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 9, 2014, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d2.htm) |

| [4.10*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d3.htm) | | [Joinder Agreement, dated as of March 28, 2014, to the Security Agreement dated as of June 8, 2011, by and among EchoStar XI Holding L.L.C., EchoStar XIV Holding L.L.C., and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 9, 2014, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d3.htm) |

| [4.11*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d1.htm) | | [Form of Note for 6 1/2% Senior Secured Notes due 2019 (included as part of Exhibit 4.2).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d1.htm) |

| [4.12*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm) | | [Form of Note for 7 5/8% Senior Unsecured Notes due 2021 (included as part of Exhibit 4.3).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm) |

| | | |

| --- | --- | --- |

| | | |

| [4.13*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm) | | [Indenture, relating to the 5.250% Senior Secured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm) |

| [4.14*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | [Indenture, relating to the 6.625% Senior Unsecured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) |

| [4.15*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm) | | [Registration Rights Agreement, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm) |

| [4.16*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm) | | [Additional Secured Party Joinder, dated as of July 27, 2016, among U.S. Bank National Association, as trustee, Wells Fargo Bank, National Association, as collateral agent and Hughes Satellite Systems Corporation (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm) |

| [4.17*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm) | | [Form of 5.250% Senior Secured Note due 2026 (included as part of Exhibit 4.13).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm) |

(1)

| | | | |

| --- | --- | --- | --- |

| | 3.3 | * | EchoStar Corporation Certificate of Designation Establishing the Voting Powers, Designations, Preferences, Limitations, Restrictions, and Relative Rights of the Hughes Retail Preferred Tracking Stock (incorporated by reference to Exhibit 3.1 to EchoStar Corporation's Current Report on Form 8-K filed March 3, 2014, Commission File No. 001-33807). |

| | 10.2 | * | Form of Employee Matters Agreement between EchoStar Corporation and DISH Network Corporation (incorporated by reference to Exhibit 10.3 to Amendment No. 3 of EchoStar Corporation's Form 10 dated December 28, 2007, Commission File No. 001-33807). |

| | 10.3 | * | Form of Intellectual Property Matters Agreement between EchoStar Corporation, EchoStar Acquisition L.L.C., Echosphere L.L.C., DISH DBS Corporation, EIC Spain SL, EchoStar Technologies L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.4 to Amendment No. 3 of EchoStar Corporation's Form 10 dated December 28, 2007, Commission File No. 001-33807). |

| | 10.5 | * | Manufacturing Agreement, dated as of March 22, 1995, between HTS and SCI Technology, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 of Dish Ltd., Commission File No. 33-81234). |

| | 10.11 | * | Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176).* |

| | 10.12 | * | Amendment No. 1 to Satellite Service Agreement, dated March 10, 2004, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176).* |

| | 10.13 | * | Amendment No. 3 to Satellite Service Agreement, dated February 19, 2004, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended March 31, 2004, Commission File No. 0-26176).* |

| | 10.14 | * | Amendment No. 2 to Satellite Service Agreement, dated April 30, 2004, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended June 30, 2004, Commission File No. 0-26176).* |

| | 10.18 | * | Amendment No. 6 to Satellite Service Agreement, dated December 20, 2004, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of DISH Network Corporation for the year ended December 31, 2004, Commission File No. 0-26176).* |

| | 10.19 | * | Amendment No. 4 to Satellite Service Agreement, dated April 6, 2005, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176).* |

| | 10.20 | * | Amendment No. 5 to Satellite Service Agreement, dated June 20, 2005, between SES Americom, Inc., DISH Network L.L.C. and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of DISH Network Corporation for the quarter ended June 30, 2005, Commission File No. 0-26176).* |

| | 10.23 | * | Pricing Agreement, dated March 11, 2008, by and among EchoStar Technologies L.L.C., Bell ExpressVu Inc., in its capacity as General Partner of Bell ExpressVu Limited Partnership, Bell Distribution Inc., and Bell Canada (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of EchoStar Corporation for the quarter ended March 31, 2008, Commission File No. 001-33807).* |

| | 10.25 | * | QuetzSat-1 Transponder Service Agreement, dated November 24, 2008, between EchoStar 77 Corporation, a direct wholly-owned subsidiary of EchoStar Corporation, and DISH Network L.L.C. (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807).* |

| | 10.30 | * | NIMIQ 5 Whole RF Channel Service Agreement, dated September 15, 2009, between Telesat Canada and EchoStar Corporation (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807).* |

| | 10.31 | * | NIMIQ 5 Whole RF Channel Service Agreement, dated September 15, 2009, between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807).* |

| | 10.34 | * | Amendment to form of Satellite Capacity Agreement (Form A) between EchoStar Corporation and DISH Network L.L.C. (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807). |

| | 10.35 | * | Amendment to Form of Satellite Capacity Agreement (Form B) between EchoStar Satellite Services L.L.C. and DISH Network L.L.C. (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807). |

| | 10.36 | * | EchoStar XVI Satellite Transponder Service Agreement between EchoStar Satellite Operating Corporation and DISH Network L.L.C. (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807).* |

| | 10.37 | * | Assignment of Rights Under Launch Service Contract from EchoStar Corporation to DISH Orbital II L.L.C. (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2009, Commission File No. 001-33807). |

| | 10.38 | * | Contract between Hughes Network Systems, LLC and Space Systems/Loral, Inc. for the Hughes Jupiter Satellite Program dated June 8, 2009 (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Hughes Communications, Inc. filed August 7, 2009 (File No. 001-33040)).* |

| | 10.39 | * | Launch Services Agreement by and between Hughes Network Systems, LLC and Arianespace dated April 30, 2010 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Hughes Network Systems, LLC filed August 4, 2010 (File No. 333-138009)).* |

| | 10.42 | * | Memorandum of Understanding, dated May 6, 2011 among EchoStar Global B.V., EchoStar Technologies L.L.C., Bell ExpressVu Inc., Bell ExpressVu Limited Partnership, Bell Mobility Inc., and Bell Canada (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of EchoStar Corporation filed August 9, 2011, Commission File No. 001-33807).* |

| | 10.43 | * | Cost Allocation Agreement, dated April 29, 2011, between EchoStar Corporation and DISH Network Corporation (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Corporation filed August 9, 2011, Commission File No. 001-33807). |

| | 10.44 | * | Settlement and Patent License between TiVo Inc. and DISH Network Corporation and EchoStar Corporation, dated as of April 29, 2011 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q/A of EchoStar Corporation filed February 21, 2012, Commission File No. 001-33807).* |

| | 10.46 | * | Broadcast Agreement dated January 1, 2012 between EchoStar Broadcasting Corporation and DISH Network L.L.C. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of EchoStar Corporation, filed May 7, 2012, Commission File No. 001-33807).* |

| | 10.47 | * | First Amendment to EchoStar XVI Satellite Transponder Service Agreement, dated December 21, 2012 between EchoStar Satellite Operating Corporation and DISH Network L.L.C.* |

| | 21 | * | Subsidiaries of EchoStar Corporation Officer (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K of EchoStar Corporation filed February 21, 2014, Commission File No. 001-33807). |

| | 23 | * | Consent of KPMG LLP, Independent Registered Public Accounting Firm Officer (incorporated by reference to Exhibit 23 to the Annual Report on Form 10-K of EchoStar Corporation filed February 21, 2014, Commission File No. 001-33807). |

| | 24 | * | Powers of Attorney of Charles W. Ergen, R. Stanton Dodge, Anthony M. Federico, Pradman P. Kaul, Tom A. Ortolf and C. Michael Schroeder Officer (incorporated by reference to Exhibit 24 to the Annual Report on Form 10-K of EchoStar Corporation filed February 21, 2014, Commission File No. 001-33807). |

| | 31.3 | (H) | Section 302 Certification of Chief Executive Officer with respect to this 10-K/A. |

| | 31.4 | (H) | Section 302 Certification of Chief Financial Officer with respect to this 10-K/A. |

| | 32.1 | * | Section 906 Certifications of Chief Executive Officer and Chief Financial Officer (incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K of EchoStar Corporation filed February 21, 2014, Commission File No. 001-33807). |

| | 101 | * | The following materials from the Annual Report on Form 10-K of EchoStar Corporation for the year ended December 31, 2013, filed on February 21, 2014, formatted in eXtensible Business Reporting Language ("XBRL"): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statement of Changes in Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) related notes to these financial statements Officer (incorporated by reference to Exhibit 101 to the Annual Report on Form 10-K of EchoStar Corporation filed February 21, 2014, Commission File No. 001-33807). |

(H)

*

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

| --- | --- | --- |

| | | |

| | ECHOSTAR CORPORATION | |

| | | |

| | By: | /s/ David J. Rayner |

| | | David J. Rayner |

| | | Executive Vice President, |

| | | Chief Financial Officer, |

| | | Chief Operating Officer, and |

| | | Treasurer |

Date: February 27, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Signature | | Title | | Date |

| | | | | |

| /s/ Michael T. Dugan | | Chief Executive Officer, President and Director | | February 27, 2019 |

| Michael T. Dugan | | (Principal Executive Officer) | | |

| | | | | |

| /s/ David J. Rayner | | Executive Vice President, Chief Financial Officer, | | |

| David J. Rayner | | Chief Operating Officer and Treasurer | | February 27, 2019 |

| | | (Principal Financial and Accounting Officer) | | |

| | | | | |

| * | | Chairman | | February 27, 2019 |

| Charles W. Ergen | | | | |

| | | | | |

| * | | Director | | February 27, 2019 |

| R. Stanton Dodge | | | | |

| | | | | |

| * | | Director | | February 27, 2019 |

| Anthony M. Federico | | | | |

| | | | | |

| * | | Director | | February 27, 2019 |

| Pradman P. Kaul | | | | |

| | | | | |