EchoStar (ECHO) 10-K risk factor changes: FY2012 vs FY2011

[removed: _We] [added: We] currently derive a [removed: substantial] [added: significant] portion of our revenue from our [removed: two] primary [removed: customers,] [added: customer,] DISH [removed: Network and_ _Bell TV__.][added: Network.]

The loss of, or a significant reduction in, orders from, or a decrease in selling prices of digital set-top boxes, transponder leasing, provision of digital broadcast [removed: services] [added: services,] and/or other products or services to DISH Network [removed: or Bell TV] would significantly reduce our revenue and adversely impact our results of [removed: operations._][added: operations.]

DISH Network accounted for [removed: 59.9%, 82.5%] [added: 49.5%, 59.9%] and [removed: 81.3%] [added: 82.5%] of our total revenue for the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009,] [added: 2010,] respectively.

[removed: Bell TV] [added: Our operations outside the U.S.] accounted for [removed: 7.9%, 8.6%] [added: approximately 23.0%, 19.3%] and [removed: 10.5%] [added: 14.5%] of our [removed: total revenue] [added: revenues] for the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009,] [added: 2010,] respectively.

Any reduction in sales to DISH Network or [removed: Bell TV or] in the prices [removed: they pay] [added: it pays] for the products and services [removed: they purchase] [added: it purchases] from us could have a significant negative impact on our business.

In addition, because a significant portion of our revenue is derived from DISH [removed: Network and Bell TV,] [added: Network,] our success also depends to a significant degree on the continued success of DISH Network [removed: and Bell TV] in attracting new [removed: subscribers and in] [added: subscribers,] marketing programming [removed: packages] [added: packages,] and other services and features to subscribers that will [removed: require] [added: result in] the purchase of new digital set-top boxes, and in particular, new digital set-top boxes at the high-end of our product range that incorporate high-definition, multiple [removed: tuners] [added: tuners,] and other advanced technology.

If DISH Network’s gross subscriber additions are adversely affected by the sustained economic weakness in the [removed: U.S.] [added: U.S.,] or for any other reason, we may experience a decline in our sales of digital set-top boxes to DISH Network.

In addition, the timing of orders for digital set-top boxes from [removed: these two customers] [added: DISH Network] could vary significantly depending on equipment promotions [removed: these customers offer] [added: offered] to [removed: their] [added: its] subscribers, changes in technology, and [removed: their] [added: its] use of remanufactured digital set-top boxes, which may cause our revenue to vary significantly quarter over quarter and could expose us to the risks of inventory shortages or excess inventory.

Furthermore, because of the maturing and competitive nature of the digital set-top box business, the limited number of potential new [removed: customers] [added: customers,] and the short-term nature of our purchase orders with DISH [removed: Network and Bell TV,] [added: Network,] we could in the future experience downward pricing pressure on our digital set-top boxes [added: sold] to DISH [removed: Network or Bell TV,] [added: Network,] which in turn would adversely affect our gross margins and profitability.

Thereafter, if we are unable to extend those contracts on similar terms with DISH Network, or if we are otherwise unable to obtain acceptable replacement contracts from third parties following a termination by DISH Network, there could be a significant adverse effect on our business, results of [removed: operations] [added: operations,] and financial position.

There are a relatively small number of potential new customers for our digital set-top boxes, satellite [removed: services] [added: services,] and digital broadcast operations, and we expect this customer concentration to continue for the foreseeable future.

In addition, we [removed: may] [added: may,] from time to [removed: time] [added: time,] enter into customer agreements providing for exclusivity periods during which we may sell a specified product only to that customer.

[removed: Historically,] [added: However,] many of our potential customers have [added: historically] perceived us as a competitor due to our affiliation with DISH Network.

[removed: _Economic] [added: Economic] weakness, including high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain our [removed: business._][added: business.]

A [removed: substantial] [added: significant] portion of our revenue comes from providers of pay-TV services that in turn derive a substantial majority of their revenue from residential customers whose spending is affected by economic uncertainty.

Our ability to grow or maintain our business may be adversely affected by sustained economic weakness, including the effect of wavering consumer confidence, high [removed: unemployment] [added: unemployment,] and other factors that may adversely affect our [removed: EchoStar Technologies segment and providers of pay-TV services] [added: customers] and the telecommunications industry.

Increased pricing pressures may result in reduced margins for pay-TV providers, including DISH Network and [removed: Bell TV and] may reduce demand for high-end digital set top boxes on which we earn higher gross margins.

Furthermore, pay-TV providers may increasingly look to make purchases from foreign set-top box suppliers [removed: primarily located in Asia] with lower-priced products as their customers become more cost-sensitive in making purchase decisions as a result of weak economic conditions.

In addition, the telecommunications industry has been facing significant challenges resulting from excess capacity, new [removed: technologies] [added: technologies,] and intense price competition.

· _Excess Inventories and Satellite Capacity._ There is an increased risk of [added: having] excess and obsolete inventories as a result of possible lower demand for pay-TV services and the resultant lower demand for digital set-top boxes from pay-TV providers.

· _Increased Impairment Charges._ Sustained economic weakness could result in substantial future impairment charges relating to, among other things, satellites, [removed: FCC] [added: regulatory] authorizations, goodwill and intangibles, and our debt and equity investments.

[removed: _If] [added: If] we are unable to properly [removed: re__spond] [added: respond] to technological changes, our business could be [removed: significantly_ _harmed._][added: significantly harmed.]

Our business and the [removed: market] [added: markets] in which we operate are characterized by rapid technological changes, evolving industry standards and frequent product and service introductions and enhancements.

If we [added: or our suppliers] are unable to properly respond to or keep pace with technological developments, [removed: or] fail to develop new technologies, [added: or if] our [added: competitors obtain or develop proprietary technologies that are perceived by the market as being superior to ours, our] existing products and services may become obsolete and demand for our products and services may decline.

Even if we keep up with technological innovation, we may not meet the demands of the [removed: network communications market.][added: markets we serve.]

[added: In addition,] DISH Network has no obligations to continue to purchase our products and only certain obligations to continue to purchase certain of our services.

Any material reduction in our sales to DISH Network would have a significant adverse effect on our business, results of [removed: operations] [added: operations,] and financial position.

[removed: Furthermore, if] [added: If] we lose DISH Network as a customer, it will be difficult for us to replace, in whole or in part, our historical revenues from DISH Network [removed: because there are a relatively small number of potential customers for our products] and [removed: services, and] we have had limited success in attracting such potential [added: new] customers in the past.

[removed: We] [added: HSS] may need to raise additional debt in order to fund ongoing operations or to capitalize on [removed: our] business opportunities.

In addition, sustained economic weakness may limit our ability to generate sufficient internal cash to fund investments, capital expenditures, [removed: acquisitions] [added: acquisitions,] and other strategic transactions.

[removed: _We] [added: We] may experience significant financial losses on our existing [removed: investments._][added: investments.]

These investments involve a high degree of risk and could diminish our ability to fund [removed: our stock buyback] [added: share repurchase] program, invest capital in our business or return capital to our shareholders.

[removed: _We] [added: We] may pursue acquisitions and other strategic transactions to complement or expand our business, which may not be successful and we may lose up to the entire value of our investment in these acquisitions and [removed: transactions._][added: transactions.]

Our future success may depend on the existence of, and our ability to capitalize on, opportunities to [removed: buy] [added: acquire] other businesses or technologies or partner with other companies that could complement, enhance or expand our current business or products or that may otherwise offer us growth opportunities.

Any such acquisitions, transactions or investments that we are able to identify and complete which may become substantial over time, involve a high degree of [removed: risks,] [added: risk,] including, but not limited to, the following:

[removed: _We] [added: We] may not be aware of certain foreign government laws or regulations or changes to them which [removed: could_ _have] [added: could have] a significant adverse impact on our [removed: business._][added: business.]

[removed: The] failure to obtain the authorizations necessary to operate satellites internationally could have a material adverse effect on our ability to generate revenue and our overall competitive position.

[removed: _Our] [added: Our] international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our [removed: operations._][added: operations.]

[removed: _Our] [added: Our] business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

The loss of [added: our intellectual property rights] or [added: our] infringement of [removed: our] [added: the] intellectual property rights [added: of others] could have a significant adverse impact on our [removed: business._][added: business.]

As previously disclosed by DISH Network, in May 2012, Fox Broadcasting Company, Twentieth Century Fox Film Corp. and Fox Television Holdings, Inc. filed a lawsuit against DISH Network Corporation and its wholly owned subsidiary, DISH Network, L.L.C., in the U.S. District Court for the Central District of California, alleging that certain services provided by DISH Network, including Slingbox functionality infringe their copyrights and breach their carriage contracts.

An adverse decision against DISH Network could decrease the number of Sling enabled set-top boxes we sell to DISH Network which could have an adverse impact on the business operations of our EchoStar Technologies segment.

To succeed in these

We expect to continue to face competition from new market entrants.

The average selling price and gross margins of our digital set-top boxes have been decreasing and may decrease even further due to, among other things, an increase in the sales of lower-priced digital set-top boxes to DISH Network and increased competitive pricing pressure.

We currently have unused satellite capacity in our EchoStar Satellite Services segment.

Violations of these laws could result in fines or other penalties.

In

We may not be able to generate cash to meet our debt service needs or fund our operations.

Hughes Satellite Systems Corporation (“HSS”), our wholly owned subsidiary that, together with its subsidiaries, operates our Hughes segment and our EchoStar Satellite Services segment, has incurred significant indebtedness.

HSS currently has outstanding $1.1 billion of senior secured notes (the “Secured Notes”) and $900 million of senior unsecured notes (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”).

HSS’ ability to make payments on or to refinance its indebtedness and to fund its operations will depend on its ability to generate cash in the future, which is subject in part to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

HSS may not be able to generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to enable HSS to service its indebtedness or to fund its operations or other liquidity needs.

If HSS is unable to generate sufficient cash, it may be forced to take actions such as revising or delaying its strategic plans, reducing or delaying capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital.

HSS may not be able to affect any of these remedies on satisfactory terms, or at all.

The indentures governing the Notes also limit HSS’ ability to dispose of assets and use the proceeds from such dispositions.

Therefore, HSS may not be able to consummate those dispositions on satisfactory terms, or at all, or to use those proceeds in a manner it may otherwise prefer.

Covenants in HSS’ indentures restrict its business in many ways.

The indentures governing the Notes contain various covenants, subject to certain exceptions, that limit HSS’ ability and/or its restricted subsidiaries’ ability to, among other things:

· pay dividends or make distributions on HSS’ capital stock or repurchase HSS’ capital stock;

· incur additional debt;

· make certain investments;

· create liens or enter into sale and leaseback transactions;

· merge or consolidate with another company;

· transfer and sell assets;

· enter into transactions with affiliates; and

· allow to exist certain restrictions on the ability of certain subsidiaries of HSS to pay dividends, make distributions, make other payments, or transfer assets to HSS or its subsidiaries.

Failure to comply with these and certain other financial covenants, if not cured or waived, may result in an event of default under the indentures, which could have a material adverse effect on HSS’ business or prospects.

If an event of default occurs and is continuing under the respective indenture, the trustee under that indenture or the requisite holders of the Notes under that indenture may declare all such Notes to be immediately due and payable and, in the case of the indenture governing the Secured Notes, could proceed against the collateral that secures the Secured Notes.

HSS and certain of its subsidiaries have pledged a significant portion of their assets as collateral under the indenture governing the Secured Notes.

If HSS does not have enough cash to service its debt or fund other liquidity needs, it may be required to take actions such as requesting a waiver from the holders of the Notes, reducing or delaying capital expenditures, selling assets, restructuring or refinancing all or part of the existing debt, or seeking additional equity capital.

We cannot assure you that any of these remedies can be effected on commercially reasonable terms or at all.

RISKS RELATED TO OUR SATELLITES

We may be required to perform

use of certain frequencies or access to certain markets.

RISKS RELATED TO OUR PRODUCTS AND TECHNOLOGY

Such encryption and related

We rely on network and information systems and other technologies and a disruption, cyber attack, failure or destruction of such networks, systems or technologies may disrupt or harm our business.

RISKS RELATED TO THE REGULATION OF OUR BUSINESS

have changed from time to time.

As disclosed by DISH Network in its Annual Report on Form 10-K for the year ended December 31, 2011, DISH Network experienced fewer gross subscriber additions during 2011.

Therefore, it is possible that DISH Network will purchase fewer digital set-top boxes and related components from us in the future than it purchased during the year ended December 31, 2011.

This decrease could have a material adverse effect on our results of operations.

For instance, there is increasing demand for the delivery of digital video services via the Internet.

If this increasing demand, along with other changes in technology leads pay-TV subscribers to use devices such as personal computers, Internet ready televisions, blu-ray players or gaming consoles, instead of set-top boxes, to receive their pay-TV services, our customers may not need to purchase our digital set-top boxes to provide their subscribers with their pay-TV services.

Our competitors may also introduce technologies that compete favorably with our digital set-top boxes or that cause our digital set-top boxes to no longer be of significant benefit to our customers.

We and our suppliers may not be able to keep pace with technological developments.

If we fail to timely obtain such technologies from our suppliers or introduce products and services with superior technologies, if the new technologies developed by us or our partners fail to achieve sustained acceptance in the marketplace or become obsolete, or if our competitors obtain or develop proprietary technologies that are perceived by the market as being superior to ours, we could suffer a material adverse effect on our future competitive position that could in turn decrease our revenues and earnings.

Even if we keep up with technological innovation, we may not meet market demands.

_Certain of our sales to DISH Network could be terminated or substantially curtailed on short notice, which would have a detrimental effect on us._

_We may be required to raise and refinance indebtedness during unfavorable market conditions._

Recent developments in the financial markets have made it more difficult for issuers of high yield indebtedness such as us to access capital markets at reasonable rates.

Currently, we have not been materially impacted by events in the current credit market.

However, we cannot predict with any certainty whether or not we will be impacted in the future by the current conditions which may adversely affect our ability to secure additional financing to support our growth initiatives.

In particular, it may be difficult for us to raise debt financing on

acceptable terms.

In particular, the laws, regulations and practices of certain countries may make it harder for our international investments to be successful.

In addition, we have entered, and may continue to enter, into strategic transactions and investments in North America, Asia and elsewhere.

Even

_Any failure or inadequacy of our information technology infrastructure or those of our third-party service providers could harm our business._

necessary intellectual property rights at any price, which could adversely affect our competitive position.

Paul W.

Orban, our Controller, provides services to us pursuant to a management services agreement with DISH Network.

In addition, Roger J.

_We have substantial debt outstanding and may incur additional_ _debt._

As of December 31, 2011, our total debt, including the debt of our subsidiaries, was approximately $2.534 billion.

Our debt levels could have significant consequences, including:

· making it more difficult to satisfy our obligations;

· having a dilutive effect on our outstanding equity capital or future earnings;

· increasing our vulnerability to general adverse economic conditions, including changes in interest rates;

· limiting our ability to obtain additional financing;

· requiring us to devote a substantial portion of our available cash and cash flow to make interest and principal payments on our debt, thereby reducing the amount of available cash for other purposes;

· limiting our financial and operating flexibility in responding to changing economic and competitive conditions; and

· placing us at a disadvantage compared to our competitors that have relatively less debt.

In addition, we may incur substantial additional debt in the future.

The terms of the indentures relating to our senior notes permit us to incur additional debt.

If new debt is added to our current debt levels, the risks we now face could intensify.

Risks Affecting Our EchoStar Technologies Segment

_We depend on sales of digital set-top boxes for a substantial portion of our revenue and a decline in sales of our digital set-top boxes would have a material adverse effect on our financial position and results of operations._

Our historical revenues consist primarily of sales of our digital set-top boxes.

[removed: · _Business combinations._] When we acquire a business, we [removed: allocate] [added: assign] the purchase price to the [removed: various components of the acquisition] [added: acquired assets and liabilities] based upon [removed: the] [added: their] fair value [removed: of each component] using various valuation techniques, including the market approach, income [removed: approach] [added: approach,] and/or cost approach.

[removed: Amortization of these intangible assets is recorded on a straight line basis over an average finite useful] life primarily ranging from approximately one to twenty years or in relation to the estimated discounted cash flows over the life of the intangible.

[removed: · _Valuation of long-lived assets__._] We evaluate [removed: the carrying value of] [added: our] long-lived assets [removed: to be held and used,] other than goodwill and intangible assets with indefinite lives, [removed: when] [added: for impairment whenever] events and [added: changes in] circumstances [removed: warrant such a review.][added: indicate that their carrying amounts may not be recoverable.]

See Note [removed: 2] [added: 8] in the Notes to our Consolidated Financial Statements in Item 15 of this [removed: Annual Report on Form 10-K.][added: report for further discussion.]

The carrying [removed: value] [added: amount] of a long-lived asset or asset group is considered [added: to be] impaired when the anticipated undiscounted cash flows from such asset or asset group is less than its carrying [removed: value.][added: amount.]

In that event, [removed: a] [added: an impairment] loss [removed: will be] [added: is] recorded in [removed: “Impairments of long-lived asset” on our Consolidated Statements] [added: the determination] of [removed: Operations and Comprehensive Income (Loss)] [added: operating income] based on the amount by which the carrying [removed: value] [added: amount] exceeds the [added: estimated] fair value of the long-lived asset or asset group.

Fair value is determined primarily using [added: discounted cash flow techniques reflecting] the estimated cash flows [removed: associated with] [added: and discount rate that would be assumed by a market participant for] the asset or asset group under [removed: review, discounted at a rate commensurate with the risk involved.][added: review.]

[removed: Losses] [added: Impairment losses] on long-lived assets to be disposed of by sale are determined in a similar manner, except that fair [removed: values] [added: value estimates] are reduced for estimated selling costs.

[removed: · _Valuation of goodwill] [added: _Impairment Goodwill] and [removed: intangible assets with indefinite lives_.][added: Indefinite-lived Intangible Assets_]

Fair value is determined primarily using [added: discounted cash flow techniques reflecting] the estimated [removed: future] cash [removed: flows, discounted at a] [added: flows and discount] rate [removed: commensurate with the risk involved.][added: that we believe would be assumed by market participants.]

[removed: · _Revenue Recognition._] Our Hughes segment enters into contracts to design, [removed: develop] [added: develop,] and deliver telecommunication networks to customers in our enterprise market.

[removed: Sales] [added: Revenue] under these [removed: long-term] contracts [removed: are] [added: is] recognized using the percentage-of-completion method of accounting.

Profits expected to be realized on long-term contracts are based on estimates of total [removed: sale values] [added: revenue] and costs at completion.

Changes in our estimates related to revenue recognition for these contracts could result in significant changes in our [removed: revenues] [added: revenue] or costs, which could be material to our consolidated results of operations.

[removed: ·] _Income [removed: taxes_.][added: Taxes_]

Any such valuation allowance is recorded in either “Income tax [removed: (provision) benefit,] [added: benefit (provision),] net” on our Consolidated Statements of Operations and Comprehensive Income (Loss) or “Accumulated other comprehensive income [removed: (loss)] within “Stockholders’ [removed: equity (deficit)”] [added: equity”] on our Consolidated Balance Sheets.

Management evaluates the recognition and measurement of uncertain tax positions based on applicable tax law, regulations, case law, administrative rulings and [removed: pronouncements] [added: pronouncements,] and the facts and circumstances surrounding the tax position.

Changes in our estimates related to the recognition and measurement of the amount recorded for uncertain tax positions could result in significant changes in our “Income tax [removed: (provision) benefit,”] [added: benefit (provision), net” on our Consolidated Statements of Operations and Comprehensive Income (Loss)] which could be material to our consolidated results of operations.

[removed: ·] _Contingent [removed: liabilities_.][added: Liabilities_]

[removed: _New] [added: New] Accounting [removed: Pronouncements_][added: Pronouncements]

However, we [removed: can not] [added: cannot] provide assurance that this will continue in the future.

[removed: _Market] [added: Market] Risks Associated [removed: With] [added: with] Financial [removed: Instruments_][added: Instruments and Foreign currency]

[removed: _Cash,] [added: Cash,] Cash Equivalents and Current Marketable [removed: Investment_ _Securities_][added: Investment Securities]

As of December 31, [removed: 2011,] [added: 2012,] our cash, cash equivalents and current marketable investment securities had a fair value of [removed: $1.696] [added: $1.548] billion.

Of [removed: that amount,] [added: the $1.548 billion,] a total of [removed: $1.480] [added: $1.492] billion was invested in: (a) cash; (b) [removed: VRDNs] [added: variable rate demand notes] convertible into cash at par value plus accrued interest generally in five business days or less; (c) debt instruments of the U.S. [removed: Government] [added: government] and its agencies; (d) 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; and/or (e) 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 [removed: investments] [added: investments,] and expand the business.

[removed: _Interest] [added: _Interest] Rate [removed: Risk_][added: Risk_]

A change in interest rates would affect the fair value of [removed: our cash, cash equivalents and] current marketable investment securities portfolio; however, we normally hold these investments to maturity.

Based on our current non-strategic investment portfolio of [removed: $1.480] [added: $1.492] billion as of December 31, [removed: 2011,] [added: 2012,] a hypothetical 10% change in average interest rates during [removed: 2011] [added: 2012] would not have a material impact on their fair value due to the limited duration of our investments.

Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, [removed: 2011] [added: 2012] of [removed: 0.7%.][added: 0.8%.]

A hypothetical 10% decrease in average interest rates during [removed: 2011] [added: 2012] would result in a decrease of approximately [removed: $1] [added: $1.1] million in annual interest income.

[removed: _Strategic Marketable] [added: _Marketable and Other] Investment [removed: Securities_][added: Securities_]

market.

Of the $1.063 billion of revenue backlog as of December 31, 2012, we expect to recognize approximately $391 million of revenue in 2013.

We continue our efforts in growing our consumer revenue, which depends on our success in adding new subscribers on our Hughes segment’s satellite networks.

Accordingly, we may need to adjust our service offerings in response to the offerings of our competitors, including ViaSat Communications, Inc. In addition, we focus on expanding our enterprise business, both domestically and internationally.

However, the growth of the enterprise business relies heavily on global economic conditions.

_Acquisition of Hughes Communications, Inc._ On June 8, 2011, we completed the acquisition of Hughes Communications, Inc. and its subsidiaries (“Hughes Communications”).

In connection with the acquisition of Hughes Communications (the “Hughes Acquisition”), we recorded $504 million of goodwill, which was assigned to reporting units of the Hughes segment (“Hughes goodwill”).

During the second quarter of 2012, we performed step one of our annual two-step test of impairment of such goodwill.

Step one involves a comparison of the estimated fair value of the reporting unit with its carrying amount, including goodwill.

We estimated fair value of the reporting units using discounted cash flow techniques, which included significant assumptions about prospective financial information, terminal value and discount rates.

Based on this quantitative test, we determined that the estimated fair values of the Hughes reporting units were in excess of the corresponding carrying amounts, including goodwill.

Accordingly, we concluded that goodwill assigned to the Hughes segment was not impaired and it was not necessary to perform step-two of the two-step goodwill impairment test.

Due to the relatively short period of time that had elapsed since the date of the Hughes Acquisition and the absence of significant changes in our business forecasts and market-based assumptions during that period, the estimated fair values and carrying amounts of our reporting units (which reflect fair value measurements on the acquisition date) had not changed significantly from the acquisition date.

Consequently, the estimated fair values of our reporting units did not exceed their corresponding carrying amounts by a substantial amount.

If the estimated cash flows reflected in our fair value estimates were decreased by 10% and/or the discount rate used to discount such cash flows were increased by 10%, a portion of our goodwill would have been impaired and it would have been necessary to perform step two of the impairment test to determine the amount of the impairment loss.

Based on review and assessment of the business as of December 31, 2012, no “triggering” events were identified that indicated that the Hughes goodwill was impaired as of December 31, 2012.

See Note 9 in the Notes to our Consolidated Financial Statements in Item 15 of this report for further discussion of our goodwill.

Also, see Item 1A.

“Risk Factors” for information about the risks related to the Hughes Acquisition.

EchoStar Satellite Services Segment

Our EchoStar Satellite Services segment operates its business using ten of its owned and leased in-orbit satellites, including EchoStar XVI launched in November 2012.

We lease capacity on a full-time and occasional-use basis primarily to DISH Network, and secondarily to Dish Mexico, United States government service providers, state agencies, Internet service providers, broadcast news organizations, programmers and private enterprise customers.

We continue to pursue expanding our business offerings by providing value added services such as telemetry, tracking and control services to third parties.

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

We depend on DISH Network for a significant portion of the revenue for our EchoStar Satellite Services segment and we expect that DISH Network will continue to be the primary source of revenue for our EchoStar Satellite Services segment.

Therefore, our results of operations are and will be closely linked to the performance of DISH Network’s pay-TV service as well as changes in DISH Network’s satellite capacity requirements.

In November 2012, we launched EchoStar XVI, which is fully leased to DISH Network beginning in the first quarter of 2013, for the delivery of direct-to-home (“DTH”) broadcast services to DISH Network customers in the United States.

Any termination or reduction in the services we provide to DISH Network would increase excess capacity on our satellites and require that we aggressively pursue alternative sources of revenue for this segment.

Possible adverse effects on the EchoStar Technologies segment from DISH Network’s possible decline in gross subscriber additions are not expected to materially impact the revenue generated within the EchoStar Satellite Services segment in the near term.

As of December 31, 2012 and 2011, our EchoStar Satellite Services segment had contracted revenue backlog attributable to satellites currently in orbit of approximately $1.440 billion and $1.285 billion, respectively, and contracted backlog attributable to satellites under construction of zero and $621

million, respectively.

Of the $1.440 billion of contracted backlog as of December 31, 2012, we expect to recognize approximately $251 million of revenue in 2013.

While we also expect to provide services to other customers, the number of potential new customers for our EchoStar Satellite Services segment is small and may be limited as prospective customers that have been competitors of DISH Network may continue to view us as a competitor due to our common ownership with DISH Network.

Our ability to expand revenues in the EchoStar Satellite Services segment will likely require that we displace incumbent suppliers that generally have well established business models and often benefit from long-term contracts with their customers.

As a result, to grow our EchoStar Satellite Services segment we may need to develop or otherwise acquire access to new satellite-delivered services so that we may offer differentiated services to prospective customers.

However, there can be no assurance that we would be able to develop or otherwise acquire access to such differentiated services or develop the sales and marketing expertise necessary to sell such services profitably.

In addition, as our satellite fleet ages, we will be required to evaluate replacement alternatives such as acquiring, leasing or constructing additional satellites, with or without customer commitments for capacity, which may require us to seek additional financing.

However, there can be no assurance that such financing will be available to fund any such replacement alternatives on terms that would be attractive to us or at all.

New Business Opportunities

We are exploring opportunities to selectively pursue partnerships, joint ventures and strategic acquisition opportunities, domestically and internationally.

· _Acquisition of investments in non-marketable investment securities_.

We calculate the fair value of our interest in non-marketable investment securities either as consideration given, or for non-cash acquisitions, based on the results of valuation analyses utilizing a discounted cash flow or DCF model.

The DCF methodology involves the use of various estimates relating to future cash flow projections and discount rates for which significant judgments are required.

Among other reasons, changes in estimates of future cash flows could result in a write-down of the asset in a future period.

We evaluate the carrying value of goodwill and intangible assets with indefinite lives annually, and also when events and circumstances warrant.

We use estimates of fair value to determine the amount of impairment, if any, of recorded goodwill and intangible assets with indefinite lives.

While our impairment tests in 2011 indicated the fair value of our intangible assets were above their carrying amounts, significant changes in our estimates of future cash flows could result in a write-down of goodwill and intangible assets with indefinite lives in a future period, which will be recorded in a new line item entitled “Impairments of goodwill, indefinite-lived and long-lived assets” on our Consolidated Statements of Operations and Comprehensive Income (Loss) and could be material to our consolidated results of operations and financial position.

Our newly acquired Hughes segment will complete its goodwill impairment testing annually in the quarter ended June 30.

A 10% decrease in the estimated future cash flows or a 10% increase in the discount rate used in estimating the fair value of these assets (while all other assumptions remain unchanged) would not result in these assets being impaired.

Revenues are also earned from long-term contracts for the sale of mobile satellite communications systems.

· _Uncertainty in tax positions_.

In September 2011, the FASB issued ASU 2011-08 amending ASC 350 “Intangibles - Goodwill and Other” related to goodwill impairment testing.

Among other things, ASU 2011-08 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.

Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.

The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.

Although early adoption is allowed, the amendment is effective for impairment tests performed for fiscal years beginning after December 15, 2011.

We do not expect the adoption of ASU 2011-08 to have a material impact on our financial position or results of operations.

As of December 31, 2011, we held current strategic and financial debt and equity investments of public companies with a fair value of $216 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 our strategic and financial debt and equity 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, the debt instruments held in our strategic marketable investment

[added: In general, the debt instruments held in our strategic marketable investment] securities portfolio are not significantly impacted by interest rate fluctuations as their value is more closely related to factors specific to the underlying business.

A hypothetical 10% adverse change in the price of our public strategic debt and equity investments would result in a decrease of approximately [removed: $22] [added: $6] million in the fair value of these investments.

[removed: _Restricted] [added: Restricted] Cash and Marketable Investment Securities and Noncurrent Marketable and Other Investment [removed: Securities_][added: Securities]

[removed: _Restricted] [added: _Restricted] Cash and Marketable Investment [removed: Securities_][added: Securities_]

As of December 31, [removed: 2011,] [added: 2012,] we had [removed: $24] [added: $29] million of restricted cash and marketable investment securities invested in: (a) cash; (b) VRDNs convertible into cash at par value plus accrued interest generally in five business days or less; (c) debt instruments of the U.S. [removed: Government] [added: government] and its agencies; (d) 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; [removed: and/or] [added: and] (e) instruments with similar risk, duration and credit quality characteristics to the commercial paper described above.

Based on our investment portfolio as of December 31, [removed: 2011,] [added: 2012,] a hypothetical 10% increase in average interest rates would not have a material impact in the fair value of our restricted cash and marketable investment securities.

[removed: _Other] [added: _Other] Investment [removed: Securities_][added: Securities_]

As of December 31, [removed: 2011,] [added: 2012,] we had [removed: $140] [added: $183] million of noncurrent public and nonpublic debt and equity instruments that we hold for strategic business purposes and account for under the [removed: cost,] [added: cost or] equity [removed: and/or fair value] methods of accounting.

A hypothetical 10% adverse change in the value of these debt and equity instruments would result in a decrease of approximately [removed: $14] [added: $18] million in the fair value of these investments.

[removed: _Foreign] [added: Foreign] Currency [removed: Risk_][added: Risk]

We generally conduct our business in [removed: U.S.] [added: United States] dollars.

Our international business is conducted in a variety of foreign currencies, [removed: including U.S. dollars,] and it is therefore exposed to fluctuations in foreign currency exchange rates.

Accordingly, we may enter into foreign exchange contracts to mitigate risks associated with foreign currency denominated assets, liabilities, [removed: commitments] [added: commitments,] and anticipated foreign currency transactions.

As of December 31, [removed: 2011,] [added: 2012,] we had [removed: an estimated $28] [added: $49] million of foreign currency denominated receivables and payables outstanding, and [removed: $9 million of] foreign currency forward contracts [added: with a notional value of $28 million] in place to partially mitigate foreign currency [removed: risk.][added: risk related to forecasted collections on a Mexican peso denominated revenue contract.]

The differences between the face amounts of the foreign exchange contracts and their estimated fair values were not material as of December 31, [removed: 2011.][added: 2012.]

The impact of a hypothetical 10% adverse change in exchange rates on the fair value of foreign currency denominated net assets and liabilities of our foreign subsidiaries would be an estimated loss of [removed: $14] [added: $13] million as of December 31, [removed: 2011.][added: 2012.]

[removed: QUANTITATIVE] [added: Item 7A. QUANTITATIVE] AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK — Continued

[removed: _Derivative] [added: Derivative] Financial [removed: Instruments_][added: Instruments]

_Strategic Marketable Investment Securities_

As of December 31, 2012, we held current strategic investments in publicly traded common stock of several public companies with a fair value of $56 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 we do not use derivative financial instruments for hedge accounting or speculative purposes.

However, as of December 31, 2012, we had foreign currency forward contracts with notional value of $28 million in place to partially mitigate foreign exchange risk, primarily in connection with a contract in Mexico.

_Long-Term Debt_

As of December 31, 2011, we had long-term debt of $2.007 billion, excluding capital lease obligations, on our Consolidated Balance Sheets.

We estimated the fair value of this debt to be approximately $2.081 billion using quoted market prices for our publicly traded debt, which constitutes approximately 99% of our debt.

Our debt has fixed interest rates, however the fair value of our debt is affected by fluctuations in interest rates.

A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately $86 million.

To the extent interest rates increase, our costs of financing would increase if and when we refinance our debt.

As of December 31, 2011, a hypothetical 10% increase in assumed interest rates would increase our annual interest expense by approximately $14 million.

Item 7A.

In general we do not use derivative financial instruments for hedge accounting or speculative purposes, however, as of December 31, 2011, we had $9 million of foreign currency forward contracts in place to partially mitigate foreign exchange risk.

[removed: We were] [added: EchoStar Corporation (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.

· _EchoStar [removed: Technologies_ —] [added: Technologies_—] which designs, [removed: develops] [added: develops,] and distributes digital set-top boxes and related products and technology, [removed: including our Slingbox “placeshifting” technology,] primarily for satellite TV service providers, telecommunication and [added: international] cable companies and, with respect to Slingboxes, directly to consumers via retail outlets.

[added: Our] EchoStar Technologies [added: segment] also provides digital broadcast operations including satellite uplinking/downlinking, transmission services, signal processing, conditional access [removed: management] [added: management,] and other services primarily to DISH Network.

· _EchoStar Satellite Services_ [removed: —] [added: (“ESS”)—] which uses [removed: 10] [added: certain] of our [removed: 11] owned and leased in-orbit satellites and related [removed: FCC] licenses to lease capacity on a full-time and occasional-use basis primarily to DISH Network, and secondarily to Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”), [removed: U.S.] [added: a joint venture that we entered into in 2008, United States] government service providers, state agencies, Internet service providers, broadcast news organizations, [removed: programmers] [added: programmers,] and private enterprise customers.

[added: Our] Hughes [added: segment] also provides managed services to large enterprises and networking systems solutions to customers for mobile satellite and wireless backhaul systems.

Hughes became a new segment as a result of our acquisition [removed: (the “Hughes Acquisition”)] of Hughes Communications, Inc. and its subsidiaries (“Hughes Communications”) [removed: and the results of operations of Hughes Communications are included] in [removed: this report effective] June [removed: 9,] 2011.

See Note [removed: 13] [added: 15] in the Notes to our Consolidated Financial Statements in Item 15 of this [removed: Annual Report on Form 10-K] [added: report] for further discussion of [removed: the] [added: our acquisition of] Hughes [removed: Acquisition.][added: Communications (the “Hughes Acquisition”).]

_Expand our [removed: digital] set-top box [removed: business to additional customers__._] [added: and customers premise equipment__._] We believe opportunities exist to expand our business by selling equipment and services in both the [removed: U.S.] [added: North American] and international markets.

[removed: As a result of] [added: With] our extensive experience [removed: with] [added: in] designing, [removed: developing] [added: developing,] and distributing digital set-top boxes and related products, we [removed: believe we] can leverage the broader adoption of advanced technologies within set-top boxes to create opportunities for us.

_Leverage satellite capacity and related infrastructure__._ We currently have available satellite [removed: and fiber] capacity.

We believe market opportunities exist to lease our capacity to a broader customer base, including providers of pay-TV services, satellite-delivered broadband, corporate [removed: communications] [added: communications,] and government services.

We will continue to assess the ability to cross sell services, bundle satellite broadband and video [removed: DTH] services, and explore opportunities in new markets.

We intend to capitalize on the [removed: increasing] demand for satellite-delivered broadband services and enterprise solutions by utilizing, among other things, our industry expertise, technology [removed: leadership] [added: leadership, satellite capacity,] and high-quality, reliable service to continue subscriber growth in the consumer and enterprise markets.

The combined engineering power of [removed: EchoStar and Hughes Communications] [added: our business units] will allow us to develop and deploy cutting edge [removed: technology] [added: technology, license our technologies to others] and maintain a leading technological position in our industry.

[removed: _Exploit international opportunities__._] We believe that DTH satellite and broadband services are particularly well-suited for countries without extensive telecommunications and cable infrastructure, and we intend to continue to seek new investments and customer relationships with international DTH satellite service and broadband service providers.

Our available satellite capacity provides us, in certain cases, with the ability to initiate new services [added: relatively] quickly, which could give us a competitive advantage.

[removed: _Pursue strategic partnerships, joint ventures and acquisitions__._] We [removed: intend to selectively pursue partnerships, joint ventures and strategic acquisition opportunities, both domestically and internationally, that we] believe [added: that investments in these types of opportunities, such as the Brazil DTH market,] may allow us to increase our existing market share, expand into new markets, [added: support the development of new satellite-delivered services, such as broadband Internet connectivity and mobile video services,] broaden our portfolio of products and intellectual property, and strengthen our relationships with our customers.

[removed: ECHOSTAR] [added: _ECHOSTAR] TECHNOLOGIES [removed: SEGMENT][added: SEGMENT_]

[removed: · _Standard-definition (“SD”)_ _digital set-top boxes_:] These devices allow consumers who subscribe to television service from multi-channel video distributors to access encrypted digital video and audio content.

[removed: · _High-definition (“HD”) digital set-top boxes_:] These devices allow consumers who subscribe to television services from multi-channel video distributors to access the enhanced picture quality and sound of high-definition content, in addition to the SD functionality of our SD digital set-top boxes.

Certain models of our [removed: SD] [added: HD] digital set-top boxes and [removed: HD] [added: SD] digital set-top boxes also contain certain of the following advanced capabilities and functionalities:

[removed: · _Interactive Applications_:] These applications include an on-screen program guide, pay-per-view offerings, [removed: the ability to support V-chip type parental control technology, games] [added: video content/meta-data enhancing user applications, social media, games,] and shopping.

[removed: · _DVR_:] Enables subscribers to pause, stop, reverse, fast forward, [removed: record] [added: record,] and replay digital television content using a built-in and/or external hard drive capable of storing content.

[removed: · _Broadband Internet Connectivity_:] Provides IPTV functionality, which supports on-demand services that allow consumers to download television programming, movies, music [added: applications,] and other content.

[removed: · _Sling “placeshifting” technology_:] Allows consumers to watch and control their digital television content anywhere in the world via a broadband Internet connection.

[removed: _Digital Broadcast Operations._ We operate a number of digital broadcast centers in the U.S.] Our principal digital broadcast centers are located in Cheyenne, [removed: Wyoming,] [added: Wyoming] and Gilbert, Arizona.

We also have [removed: four] [added: multiple] regional [removed: digital broadcast centers] and [removed: four] micro digital broadcast centers that allow us to maximize the use of the spot beam capabilities of our satellites and our customers’ satellites.

Programming and other data [removed: is] [added: are] received at these centers by fiber optic cable or satellite.

[removed: It] [added: The data] is then processed, compressed, and encrypted and then uplinked to our satellites and our customers’ satellites for transmission to end users.

DISH Network accounted for [added: 76.9%,] 79.4%, [removed: 82.8%] and [removed: 81.9%] [added: 82.8%] of our total EchoStar Technologies segment revenue for the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009,] [added: 2010,] respectively.

Bell TV, a DTH satellite service provider in Canada, accounted for [removed: 12.3%, 9.8%] [added: 13.4%, 12.3%] and [removed: 11.7%] [added: 9.8%] of our total EchoStar Technologies segment revenue for the years ended December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009,] [added: 2010,] respectively.

[removed: Furthermore, Dish Mexico] [added: For the years ended December 31, 2012, 2011 and 2010, DISH Network] accounted for [removed: 4.0%, 3.9%] [added: approximately 72.4%, 77.6%] and [removed: 2.1%] [added: 79.5%] of our total EchoStar [removed: Technologies] [added: Satellite Services] segment [removed: revenue for the years ended December 31, 2011, 2010 and 2009, respectively.][added: revenue.]

We also currently sell our digital set-top boxes to other international DTH satellite and cable providers such as [added: Dish Mexico and] Unitymedia GmbH, although these customers do not account for a significant amount of our total EchoStar Technologies segment revenue.

We expect [removed: to continue to rely on] DISH Network [removed: as] [added: will continue to be] the primary customer [removed: of our EchoStar Technologies segment] and [removed: for] the [removed: substantial majority of] [added: key revenue contributor for] our [removed: total] EchoStar Technologies [removed: segment revenue.][added: segment.]

[removed: The] [added: Effective January 1, 2012, we entered into a] receiver [removed: agreement allows] [added: agreement, expiring on December 31, 2014, with] DISH Network [added: pursuant] to [added: which DISH Network has the right, but not the obligation, to] purchase digital set-top boxes, related [removed: accessories] [added: accessories,] and other equipment from us either: (i) at [removed: a] cost (decreasing as we reduce [removed: cost] [added: costs] and increasing as [added: our] costs increase) plus a dollar mark-up which will depend upon the cost of the product subject to a collar on our mark-up; or (ii) at cost plus a fixed margin, which will depend on the nature of the equipment purchased.

Under the receiver agreement, our margins will be increased if we are able to reduce the costs of our digital set-top boxes and our margins will be [removed: impaired] [added: decreased] if these costs increase.

A [removed: substantial] majority of our EchoStar Technologies segment international revenue during each of the years ended December 31, [removed: 2011, 2010,] [added: 2012, 2011] and [removed: 2009] [added: 2010] was attributable to sales of digital set-top boxes to Bell [removed: TV and Dish Mexico.][added: TV.]

[removed: The] [added: Among other things, the] agreement [removed: includes] [added: entitles us to be Bell TV’s exclusive provider of digital set-top boxes, subject to certain limited exceptions, and provides] fixed pricing over the term of the agreement as well as providing future engineering development for enhanced Bell TV service offerings.

As we seek to [removed: establish ourselves] [added: grow our revenue and market share] in the digital set-top box industry as an independent business, we face substantial competition.

Many of our primary competitors, such as [removed: Motorola Mobility, Cisco (which owns Scientific Atlanta),] [added: Arris, Cisco,] Pace and [removed: Technicolor] [added: Technicolor,] have established longstanding relationships with their customers.

Our Class A common stock is publicly traded on the Nasdaq Global Select Market under the symbol “SATS.” We are a global provider of satellite operations, video delivery solutions, and broadband satellite technologies and services for home and office, delivering innovative network technologies, managed services, and solutions for enterprises and governments.

We currently operate in three business segments:

_Exploit international opportunities__._ We believe that Direct-To-Home (“DTH”) satellite and broadband services are particularly well-suited for countries without extensive telecommunications and cable infrastructure.

We intend to selectively pursue partnerships, joint ventures and strategic acquisition opportunities that allow us to capitalize on our extensive experience in delivering end-to- end broadband and pay TV consumer services.

Therefore, we continue to explore opportunities, including partnerships, joint ventures and strategic acquisitions, to expand our existing markets or enter new markets.

With our extensive experience in designing, developing, manufacturing and distributing digital set-top boxes and related products, we believe we can leverage the broader adoption of advanced technologies such as whole home DVR, placeshifting for TVAnywhere, and Over-The-Top internet hybrid solutions within set-top boxes to create opportunities for us.

In addition, we intend to seek opportunities to license our technology to other original equipment manufacturer or payTV providers.

BUSINESS SEGMENTS

· _High-definition (“HD”) digital set-top boxes_.

· _Standard-definition (“SD”)_ _digital set-top boxes_.

· _Interactive Applications_.

· _Digital Video Recording (“DVR”)_.

During the first quarter of 2012, we introduced a new whole-home HD DVR receiver, which provides subscribers a variety of options to control or view their recording.

· _Broadband Internet Connectivity_.

· _Slingbox “placeshifting” technology_.

_Digital Broadcast Operations._ We operate a number of digital broadcast centers in the United States.

In 2011, we extended our two-year contract with Bell TV until December 2013.

The set-top box industry is highly competitive, and market leadership changes frequently as a result of new products, designs and pricing.

In addition, a number of rapidly growing mainly Asian companies have recently entered the market with set-top box offerings similar to our existing satellite set-top box products.

The entry of these new competitors may result in increased pricing pressure in the market.

Our use of proprietary technology, together with our in-house engineering expertise, enables us to innovate and bring new features and enhancements quickly to our primary customers..

In addition, our end-to-end video solution allows us to provide a more cost-effective solution for a PayTV Operator who may have to negotiate hardware, middleware and a Conditional Access System separately.

We have a long-standing relationship with DISH Network and provide technologically advanced set-top boxes, now including advanced hybrid satellite and IP over-the-top delivery solutions, Slingbox placeshifting technology, and whole-home DVR functionality.

Beginning in October 2012, we introduced HughesNet Gen4 broadband Internet services to our customers in North America on EchoStar XVII, which was launched in July 2012.

In October 2012, we entered into a distribution agreement (the “Distribution Agreement”) with dishNET Satellite Broadband L.L.C (“dishNET”), a wholly-owned subsidiary of DISH Network, pursuant to which dishNET has the right, but not the obligation, to market, sell and distribute the Hughes satellite Internet service (the “Hughes service”) under the dishNET brand.

The Distribution Agreement provides that dishNET pays us a monthly per subscriber wholesale service fee for the Hughes service based upon a subscriber’s service level and beginning January 1, 2014, certain volume subscription thresholds.

The Distribution Agreement also provides that dishNET has the right, but not the obligation, to purchase certain broadband equipment from us to support its services.

The Distribution Agreement has a five year term with automatic renewal for successive one year terms unless terminated by either party with a written notice at least 180 days before the expiration of the then-current term.

Upon expiration or termination of the Distribution Agreement, the parties will continue to provide the Hughes service to the then-current dishNET subscribers pursuant to the terms and conditions of the Distribution Agreement.

As of December 31, 2012 and 2011, we had $1.063 billion and $1.036 billion, respectively, of contracted revenue backlog.

Our revenue backlog as of December 31, 2011 included $252 million related to EchoStar XVII, which was under construction in 2011.

Of the $1.063 billion of contracted backlog as of December 31, 2012, we expect to recognize approximately $391 million of revenue in 2013.

In addition, we face competition against established domestic carriers such as AT&T Corp., Verizon Communications Inc., and Sprint Corporation.

With SPACEWAY 3 and EchoStar XVII and additional satellite capacity acquired from multiple third-party providers, we believe that we will have sufficient capacity to grow our consumer broadband business.

Our Services

Our EchoStar Satellite Services segment operates its business using ten of its owned and leased in-orbit satellites, including EchoStar XVI satellite launched in November 2012.

We lease capacity on a full-time and occasional-use basis primarily to DISH Network, and secondarily to Dish Mexico, United States government service providers, state agencies, Internet service providers, broadcast news organizations, programmers and private enterprise customers.

EchoStar XVI is fully leased to DISH Network for the delivery of DTH broadcast services to DISH customers in the United States.

We expect to provide service to DISH Network on EchoStar XVI in the first quarter of 2013.

Of the $1.440 billion of contracted backlog as of December 31, 2012, we expect to recognize approximately $251 million of revenue in 2013.

Our Class A common stock is publicly traded on the Nasdaq Global Select Market under the symbol “SATS.” Our principal executive offices are located at 100 Inverness Terrace East, Englewood, Colorado 80112-5308 and our telephone number is (303) 706-4000.

EchoStar Corporation is a holding company, whose subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our”) operate three segments:

In particular, the broader adoption of advanced technologies within set-top boxes may launch a replacement cycle, particularly among direct-to-home (“DTH”) satellite and cable providers with substantial bases of legacy equipment.

_Offer_ _end-to-end pay-TV delivery systems__._ We intend to leverage our engineering resources to customize infrastructure solutions for a broad base of customers.

For example, as demonstrated by our Dish Mexico joint venture, we are offering customers end-to-end pay-TV delivery systems incorporating our satellite and backhaul capacity, customized digital set-top boxes and network design and management.

We recently introduced a new whole-home HD DVR.

Effective January 1, 2012, we entered into a new receiver agreement with DISH Network pursuant to which we are obligated to sell digital set-top boxes and related products to DISH Network until December 31, 2014.

However, DISH Network is under no obligation to purchase our digital set-top boxes or related products before or after this date.

In early 2009, we completed a multi-year contract extension with Bell TV that makes us the exclusive provider of digital set-top boxes to Bell TV, subject to certain limited exceptions.

Additionally, in 2008, we entered into a joint venture with Dish Mexico, to which we also sell digital set-top boxes and related accessories and uplink services to Dish Mexico.

Although some of the competitors own the conditional access technology deployed by their customers, the FCC’s rules regarding separate mandated removable security in digital cable systems may allow us to compete for this type of business.

We depend on a

EchoStar Satellite Services has five owned and five leased in-orbit satellites.

EchoStar Satellite Services also has one owned satellite currently under construction.

For the years ended December 31, 2011, 2010 and 2009, DISH Network accounted for approximately 77.6%, 79.5% and 75.4% of our total EchoStar Satellite Services segment revenue.

Future costs associated with our excess capacity will negatively impact our margins if we do not generate revenue to offset these costs.

Of these amounts, we expect approximately $230 million to be recognized in 2012.

further limit competition and competitive pricing.

On June 8, 2011, we acquired all of the outstanding equity of Hughes Communications, Inc., pursuant to an agreement and plan of merger (the “Hughes Agreement”) by and between us, certain of our subsidiaries, including EchoStar Satellite Services L.L.C., and Hughes Communications, Inc. The funding of the Hughes Acquisition was supported by the issuance of $1.1 billion of senior secured notes and $900 million of senior unsecured notes.

In addition to the debt securities issued, we contributed cash and marketable investment securities to, and forgave certain net intercompany accounts payable of, Hughes Satellite Systems Corporation (“HSS”), our wholly-owned subsidiary, formerly known as EH Holding Corporation, totaling $609 million.

Of this amount, we expect approximately $370 million to be recognized in 2012.

We also face competition from established carriers such as AT&T Corp., Verizon, Sprint Corporation, British Telecommunications plc, France Télécom, Deutsche Telekom AG and the global consortia of telecom operators and other major carriers, which provide international telephone, private line and private network services using their own national telephone networks and those of others.

We currently utilize our SPACEWAY 3 satellite to operate our broadband business.

We believe that we will have sufficient capacity to grow our broadband business and that our capacity will grow significantly when we launch EchoStar XVII/Jupiter, formerly known as Jupiter, our next generation, high throughput geostationary satellite, in the summer of 2012.

INTERNATIONAL DTH PLATFORMS

Our experience with digital set-top boxes and satellite delivery systems enables us to provide end-to-end pay-TV delivery systems incorporating our satellite and backhaul capacity, customized digital set-top boxes and related components, and network design and management.

During 2008, we entered into our Dish Mexico joint venture.

Pursuant to this arrangement, we provide certain broadcast services and satellite capacity and sell hardware such as digital set-top boxes and related equipment to Dish Mexico.

Subject to a number of conditions, we committed to provide $112 million of value over an initial ten year period in the form of cash, equipment and services, which was satisfied as of December 31, 2010.

We intend to evaluate new strategic development opportunities in North America and in other international markets.

We also plan to expand our business and support the development of new satellite-delivered services, such as broadband Internet connectivity and mobile video services.

The expertise we obtain through these strategic opportunities may also help us to improve and expand the services that we provide to our existing customers.

| | | | | | | Original | |

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

| | | | | Degree Orbital | | Useful Life/ | |

| | | Launch | | Location | | Lease Term | |

| | | | | | | | |

| Leased from DISH Network: | | | | | | | |

| EchoStar I (1) | | December 1995 | | 77 | | 12 | |

| AMC-15 (3) | | December 2004 | | 105 | | 10 | |

Many of these proceedings are at preliminary stages, and many of these [removed: cases] [added: proceedings] seek an indeterminate amount of damages.

We regularly evaluate the status of the legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or [added: an] additional loss may have been incurred and to determine if accruals are appropriate.

[removed: Broadcast Innovation] [added: TQP] is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

[removed: _Cyberfone] [added: Cyberfone] Systems, LLC (f/k/a LVL Patent Group, [removed: LLC)_][added: LLC)]

On September 15, 2011, LVL Patent Group, LLC filed a [removed: complaint] [added: suit] against [removed: us] [added: EchoStar Corporation] and our wholly-owned subsidiary, EchoStar Technologies L.L.C., as well as DISH Network L.L.C. a wholly-owned subsidiary of DISH Network, and DirecTV, Inc. in the [removed: U.S.] [added: United States] District Court for the District of Delaware alleging infringement of [removed: U.S.] [added: United States] Patent No. 6,044,382, which is entitled “Data Transaction Assembly Server.” [removed: On November 18, 2011, Cyberfone Systems, LLC (f/k/a LVL Patent Group, LLC) filed an amended complaint making] [added: DirecTV was dismissed from] the [removed: same claim.][added: case on January 4, 2012.]

We intend to vigorously [removed: defend] [added: litigate] this case.

In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could [removed: require] [added: cause] us to materially modify certain features that we currently offer to consumers.

[removed: _InterAD] [added: E-Contact] Technologies, [removed: LLC_][added: LLC]

[removed: _Joao] [added: Joao] Control & Monitoring [removed: Systems_][added: Systems]

During December 2010, Joao Control & Monitoring Systems (“Joao”) filed suit against Sling Media Inc., our [removed: indirect] [added: indirectly] wholly owned subsidiary, [added: as well as] ACTI Corporation, ADT Security, Alarmclub.Com, American Honda Motor Company, BMW, Byremote, Drivecam, Honeywell, Iveda Corporation, Magtec Products, Mercedes-Benz, On-Net Surveillance, OnStar, SafeFreight Technology, Skyway Security, SmartVue Corporation, Toyota Motor Sales, Tyco, UTC Fire and Xanboo in the [removed: U.S.] [added: United States] District Court for the Central District of California alleging infringement of [removed: U.S.] [added: United States] Patent Nos. 6,549,130 and 6,587,046.

In the event that a court ultimately determines that we infringe any of the asserted patents, we may be subject to substantial damages, which may include treble damages, and/or an injunction that could [removed: require] [added: cause] us to materially modify certain features that we currently offer to consumers.

[removed: _Nazomi] [added: Nazomi] Communications, [removed: Inc._][added: Inc.]

On February 10, 2010, Nazomi Communications, Inc. (“Nazomi”) filed suit against Sling Media, [removed: Inc.,] [added: Inc. (“Sling”),] our [removed: indirect] [added: indirectly] wholly owned subsidiary, [added: as well as] Nokia Corp, Nokia Inc., Microsoft Corp., Amazon.com Inc., Western Digital Corp., Western Digital Technologies, Inc., Garmin Ltd., Garmin Corp., Garmin International, Inc., Garmin USA, Inc., Vizio Inc. and iOmega Corp in the [removed: U.S.] [added: United States] District Court for the Central District of California alleging infringement of [removed: U.S.] [added: United States] Patent No. 7,080,362 (the [removed: “‘362] [added: “362] patent”) and [removed: U.S.] [added: United States] Patent No. 7,225,436 (the [removed: “‘436] [added: “436] patent”).

The [removed: ‘362] [added: 362] patent and the [removed: ‘436] [added: 436] patent relate to Java hardware acceleration.

The suit alleges that the Slingbox-Pro-HD product infringes the [removed: ‘362] [added: 362] patent and the [removed: ‘436] [added: 436] patent because the Slingbox-PRO HD allegedly incorporates an ARM926EJ-S processor core capable of Java hardware acceleration.

On [removed: July 2,] [added: January 22,] 2009, [removed: NorthPoint Technology, Ltd. (“NorthPoint”)] [added: Technology Development and Licensing L.L.C. (“TDL”)] filed suit against [removed: us, DISH Network,] [added: EchoStar Corporation] and [removed: DirecTV] [added: DISH Network] in the [removed: U.S.] [added: United States] District Court for the [removed: Western] [added: Northern] District of [removed: Texas] [added: Illinois] alleging infringement of [removed: U.S.] [added: United States] Patent No. [removed: 6,208,636 (the “‘636 patent”).][added: Re.]

[removed: _Personalized] [added: Personalized] Media Communications, [removed: Inc._][added: Inc.]

During 2008, Personalized Media Communications, Inc. (“PMC”) filed suit against [removed: us,] [added: EchoStar Corporation,] DISH Network and Motorola Inc. in the [removed: U.S.] [added: United States] District Court for the Eastern District of Texas alleging infringement of [removed: U.S.] [added: United States] Patent Nos. [removed: 4,694,490,] 5,109,414, 4,965,825, 5,233,654, 5,335,277, and 5,887,243, which relate to satellite signal processing.

Subsequently, Motorola Inc. settled with [removed: PMC] [added: PMC,] leaving DISH Network and us as defendants.

In the event that a court ultimately determines that we infringe [removed: any of] the asserted [removed: patents,] [added: patent,] we may be subject to substantial damages, which may include treble damages, and/or an injunction that could require us to materially modify certain [removed: user-friendly] features [removed: that we currently offer to consumers.][added: of our products.]

[removed: Suomen] [added: Premier International Associates] is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

[removed: _Technology] [added: Technology] Development and Licensing [removed: L.L.C._][added: L.L.C.]

In July 2009, the Court granted our motion to stay the case pending two reexamination petitions before the [added: United States] Patent and Trademark Office.

In the event that a court ultimately determines that we infringe the asserted [removed: patent,] [added: copyrights,] we may be subject to substantial damages, [removed: which may include treble damages,] and/or an injunction that could require us to materially modify certain [removed: user-friendly] features that we currently offer to [removed: consumers.][added: DISH.]

[removed: _Vigilos, LLC_][added: Vigilos, LLC]

On February 23, 2011, Vigilos, LLC [added: (“Vigilos”)] filed suit against [removed: us,] [added: EchoStar Corporation,] two of our subsidiaries, Sling Media, Inc. and EchoStar Technologies L.L.C., and Monsoon Multimedia, Inc. in the [removed: U.S.] [added: United States] District Court for the Eastern District of Texas alleging infringement of [removed: U.S.] [added: United States] Patent No. 6,839,731, which is entitled “System and Method for Providing Data Communication in a Device Network.” Subsequently in 2011, Vigilos added DISH Network L.L.C., a wholly owned subsidiary of DISH Network, as a defendant in its First Amended Complaint and the case was transferred to the Northern District of California.

Later in 2011, Vigilos filed a Second Amended Complaint that added claims for infringement of a second patent, [removed: U.S.] [added: United States] Patent No. 7,370,074, which is entitled “System and Method for Implementing Open-Protocol Remote Device Control.” [added: Vigilos is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.]

In the event that a court ultimately determines that we infringe the asserted [removed: patents,] [added: patent,] we may be subject to substantial damages, which may include treble [removed: damages, and/or an injunction that could require us to materially modify certain features that we currently offer to consumers.][added: damages.]

[removed: _Other_][added: Other]

In addition to the above actions, we are subject to various other legal proceedings and claims which arise in the ordinary course of [added: our] business.

On July 12, 2012, Cyberfone Systems, LLC (“Cyberfone”) filed the operative second amended complaint making the same claim.

On January 24, 2013, Cyberfone voluntarily dismissed the action against us and DISH Network L.L.C. without prejudice, and the matter is now concluded.

CreateAds LLC

On February 7, 2013, CreateAds LLC (“CreateAds”) filed suit against our wholly-owned subsidiary, Hughes Network Systems, LLC in the United States District Court for the District of Delaware alleging infringement of United States Patent No. 5,535,320, which is entitled “Method of Generating a Visual Design.” CreateAds appears to assert that some portion of HughesNet web design services infringes its patent.

On February 22, 2012, E-Contact Technologies, LLC (“E-Contact”) filed suit against two of our subsidiaries, Hughes Communications, Inc. and Hughes Network Systems, LLC, in the United States District Court for the Eastern District of Texas alleging infringement of United States Patent No. 5,347,579, which is entitled “Personal Computer Diary.” E-Contact appears to assert that some portion of HughesNet email services infringe that patent.

HughesNet email services are provided by a third-party service provider, who has assumed indemnification obligations for the case.

On May 31, 2012, E-Contact filed a first amended complaint.

The amended complaint removed the original complaint’s requests for a finding of willfulness and entry of an injunction.

We, along with the third-party service provider, intend to vigorously defend this case.

In the event that a court ultimately determines that we infringe the asserted patent, we may be subject to substantial damages.

The Hopper Litigation

On May 24, 2012, DISH Network L.L.C., filed a lawsuit in the United States District Court for the Southern District of New York against American Broadcasting Companies, Inc. (“ABC”), CBS Corporation (“CBS”), Fox Entertainment Group, Inc., Fox Television Holdings, Inc., Fox Cable Network Services, L.L.C. (collectively, “Fox”) and NBCUniversal Media, LLC (“NBC”).

The lawsuit seeks a declaratory judgment that DISH Network L.L.C is not infringing any defendant’s copyright, or breaching any defendant’s retransmission consent agreement, by virtue of the PrimeTime Anytime™ and AutoHop™ features in Hopper™ set-top boxes.

The PrimeTime Anytime feature allows a user of a Hopper set-top box, at his or her option, to record certain primetime programs airing on ABC, CBS, Fox, and/or NBC up to every night, and to store those recordings for up to eight days.

The AutoHop feature allows a subscriber, at his or her option, to watch certain recordings the subscriber made with our PrimeTime Anytime feature, commercial-free, if played back the next day after the show’s original airing.

Later on May 24, 2012, (i) Fox Broadcasting Company, Twentieth Century Fox Film Corp. and Fox Television Holdings, Inc. filed a lawsuit against DISH Network Corporation and DISH Network L.L.C. (collectively, “DISH”) in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature, the AutoHop feature, as well as DISH’s use of Sling place-shifting functionality infringe their copyrights and breach their retransmission consent agreements, (ii) NBC Studios LLC, Universal Network Television, LLC, Open 4 Business Productions LLC and NBCUniversal Media, LLC filed a lawsuit against DISH in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights, and (iii) CBS Broadcasting Inc., CBS Studios Inc. and Survivor Productions LLC filed a lawsuit against DISH in the United States District Court for the Central District of California, alleging that the PrimeTime Anytime feature and the AutoHop feature infringe their copyrights.

The Central District of California matters have been assigned to a single judge.

As a result of certain parties’ competing venue-related motions brought in both the New York and California actions, and certain networks filing various amended complaints, the claims are presently pending in the following venues: (1) the copyright and contract claims regarding the ABC parties are pending in New York; (2) the copyright and contract claims regarding the CBS parties are pending in New York; (3) the copyright and contract claims regarding the Fox parties are pending in California; and (4) the copyright claims regarding the NBC parties are pending in California, while the contract claims involving NBC are venued in both New York and California.

Additional venue-related motions are still pending in the NBC actions in New York and California.

On September 21, 2012, the California court heard the Fox plaintiffs’ motion for a preliminary injunction to enjoin the Hopper’s PrimeTime Anytime and AutoHop features.

The Court denied that motion.

On August 17, 2012, the NBC plaintiffs filed a first amended complaint in their California action adding us and our wholly-owned subsidiary EchoStar Technologies L.L.C. to the NBC litigation, alleging various claims of copyright infringement.

We and our subsidiary answered on September 18, 2012.

On October 9, 2012, the ABC plaintiffs filed copyright counterclaims in the New York action against EchoStar Technologies, L.L.C., with the CBS plaintiffs filing similar copyright counterclaims in the New York action against EchoStar Technologies L.L.C. on October 12, 2012.

On November 23, 2012, the ABC plaintiffs filed a motion in the New York action for a preliminary injunction to enjoin the Hopper set-top box’s PrimeTime Anytime and AutoHop features, and we and the ABC plaintiffs have filed briefs related to that motion.

We intend to vigorously prosecute and defend our position in these cases.

An adverse decision against DISH Network could decrease the number of Sling enabled set-top boxes we sell to DISH Network, which could have an adverse impact on the business operations of our EchoStar Technologies segment.

In addition, to the extent that DISH Network experiences fewer gross new subscriber additions, sales of our digital set-top boxes and related components to DISH Network may further decline, which in turn could have a material adverse effect on our financial position and results of operations.

We cannot predict with any degree of certainty the outcome of these suits or determine the extent of any potential liability or damages.

On February 5, 2013, the case was dismissed by the plaintiff without prejudice.

On August 14, 2012, the Court entered an order granting Sling’s motion for summary judgment of non-infringement.

On December 21, 2012, the Court entered final judgment in Sling’s favor.

On January 15, 2013, Nazomi filed a notice of appeal to the United States Court of Appeals for the Federal Circuit.

Network Acceleration Technologies, LLC

On November 30, 2012, Network Acceleration Technologies, LLC (“NAT”) filed suit against Hughes Network Systems, LLC, our indirectly wholly-owned subsidiary, in the United States District Court for the District of Delaware alleging infringement of United States Patent No. 6,091,710 (the “710 patent”), which is entitled “System and Method for Preventing Data Slow Down Over Asymmetric Data Transmission Links.” NAT is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

On July 18, 2012, pursuant to a Court order, PMC filed a Second Amended Complaint that added Rovi Guides, Inc. (f/k/a/ Gemstar-TV Guide International, Inc.) and TVG-PMC, Inc. (collectively, “Gemstar”) as a party, and added a new claim

against all defendants seeking a declaratory judgment as to the scope of Gemstar’s license to the patents in suit, under which DISH Network and we are sub licensees.

A new trial date has not yet been set.

Premier International Associates, LLC

On August 3, 2012, Premier International Associates, LLC (“Premier International Associates”) filed a suit against EchoStar Corporation, our wholly-owned subsidiary EchoStar Technologies L.L.C. and DISH Network and its wholly owned subsidiaries, DISH DBS and DISH Network L.L.C., in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. 6,243,725 (the “725 patent”), which is entitled “List Building System.” The 725 patent relates to a system for building an inventory of audio/visual works.

In connection with the Spin-off, we entered into a separation agreement with DISH Network that provides, among other things, for the division of certain liabilities, including liabilities resulting from litigation.

Under the terms of the separation agreement, we have assumed certain liabilities that relate to our business including certain designated liabilities for acts or omissions that occurred prior to the Spin-off.

Certain specific provisions govern intellectual property related claims under which, generally, we will only be liable for our acts or omissions following the Spin-off and DISH Network will indemnify us for any liabilities or damages resulting from intellectual property claims relating to the period prior to the Spin-off as well as DISH Network’s acts or omissions following the Spin-off.

_Broadcast Innovation, L.L.C._

During 2001, Broadcast Innovation, L.L.C. (“Broadcast Innovation”) filed a lawsuit against DISH Network, DirecTV, Thomson Consumer Electronics and others in U.S. District Court in Denver, Colorado.

The suit alleges infringement of U.S. Patent Nos. 6,076,094 (the “‘094 patent”) and 4,992,066 (the “‘066 patent”).

The ‘094 patent relates to certain methods and devices for transmitting and receiving data along with specific formatting information for the data.

The ‘066 patent relates to certain methods and devices for providing the scrambling circuitry for a pay television system on removable cards.

Subsequently, DirecTV and Thomson settled with Broadcast Innovation leaving DISH Network as the only defendant.

During 2004, the District Court issued an order finding the ‘066 patent invalid.

Also in 2004, the District Court found the ‘094 patent invalid in a parallel case filed by Broadcast Innovation against Charter and Comcast.

In 2005, the U.S. Court of Appeals for the Federal Circuit overturned that finding of invalidity with respect to the ‘094 patent and remanded the Charter case back to the District Court.

During June 2006, Charter filed a request for reexamination of the ‘094 patent with the U.S. Patent and Trademark Office and on December 13, 2011, the U.S. Patent and Trademark Office issued a certificate cancelling all claims of the ‘094 patent.

On February 2, 2012, Broadcast Innovation dismissed the case against DISH Network with prejudice.

DirecTV was dismissed from the case on January 4, 2012.

On September 16, 2011, InterAD Technologies, LLC (“InterAD”) filed a complaint against us and our wholly-owned subsidiary EchoStar Technologies L.L.C., as well as DISH Network L.L.C. a wholly-owned subsidiary of DISH Network, Atlantic Broadband Finance, LLC, AT&T, Inc., Bright House Networks, LLC, Cable One, Inc., Cequel Communications, LLC, Charter Communications Holding Company, LLC, Charter Communications, Inc., Comcast Corporation, Cox Communications, Inc., CSC Holdings, LLC, DirecTV, Inc., Insight Communications Company, Inc., Knology, Inc., Mediacom Broadband, LLC, RCN Telecom Services, LLC, Time Warner Cable, Inc., and Verizon, Inc. in the U.S. District Court for the District of Delaware alleging infringement of U.S. Patent No. 5,438,355, which is entitled “Interactive System for Processing Viewer Responses to Television Programming.” On January 5, 2012, InterAD voluntarily dismissed the case against us without prejudice.

_NorthPoint Technology, Ltd._

The ‘636 patent relates to the use of multiple low-noise block converter feedhorns, or LNBFs, which are antennas used for satellite reception.

On April 21, 2011, the U.S. Patent and Trademark Office issued an order granting reexamination of the ‘636 patent.

On June 21, 2011, the District Court entered summary judgment in our favor, finding that all asserted claims of the ‘636 patent are invalid.

NorthPoint has appealed.

Trial is currently set for August 2012.

_Suomen Colorize Oy_

During October 2010, Suomen Colorize Oy (“Suomen”) filed suit against us and DISH Network L.L.C., an indirect wholly owned subsidiary of DISH Network, in the U.S. District Court for the Middle District of Florida alleging infringement of U.S. Patent No. 7,277,398.

The abstract of the patent states that the claims are directed to a method and terminal for providing services in a telecommunications network.

The action was transferred to the U.S. District Court for the District of Colorado, and on January 10, 2012, Suomen voluntarily dismissed the case against us without prejudice.

On January 22, 2009, Technology Development and Licensing L.L.C. (“TDL”) filed suit against us and DISH Network in the U.S. District Court for the Northern District of Illinois alleging infringement of U.S. Patent No. Re.

_TiVo Inc._

In connection with our litigation with TiVo Inc. (“TiVo”), which is described in our periodic reports filed with the SEC, including in our annual report on Form 10-K for the year ended December 31, 2010 under the caption “Item 3.

Legal Proceedings — TiVo Inc.,” on April 20, 2011, the U.S. Court of Appeals for the Federal Circuit vacated the District Court’s contempt ruling on infringement, articulated a new standard for determining “colorable difference” and remanded that issue back to the District Court for determination.

The Federal Circuit also vacated the District Court’s amended injunction requiring that we inform the court of any further attempts to design around TiVo’s U.S. Patent No. 6,233,389 (the “‘389 patent”) and seek approval from the court before any such design-around is implemented.

The Federal Circuit also vacated the infringement damages for the period after we deployed our original alternative technology (although it did not foreclose that damages may be reinstated if upon remand a new court or jury decision found that the original alternative technology infringed TiVo’s ‘389 patent).

The Federal Circuit affirmed the District Court’s contempt ruling on disablement, holding that the original 2006 injunction required that we disable DVR functionality in all but approximately 192,000 digital set-top boxes deployed with customers (the “Disablement Provision”) and affirmed the $90 million in contempt sanctions awarded against us for violating the Disablement Provision.

On April 29, 2011, we and DISH Network entered into a settlement agreement with TiVo.

The settlement resolves all pending litigation between us and DISH Network, on the one hand, and TiVo, on the other hand, including litigation relating to alleged patent infringement involving certain DISH Network digital video recorders, or DVRs, which litigation is described in our periodic reports filed with the Securities and Exchange Commission including in our annual report on Form 10-K for the year ended December 31, 2010 under the caption “Item 3.

Legal Proceedings — TiVo Inc.”

Under the settlement agreement, all pending litigation has been dismissed with prejudice and all injunctions that permanently restrain, enjoin or compel any action by us and DISH Network have been dissolved.

We and DISH Network are jointly responsible for making payments to TiVo in the aggregate amount of $500 million, including an initial payment of $300 million and the remaining $200 million in six equal annual installments between 2012 and 2017.

Pursuant to the terms and conditions of the agreements entered into in connection with our Spin-off from DISH Network, DISH Network made the initial payment to TiVo in May 2011, except for a contribution from us totaling approximately $10 million, representing an allocation of liability relating to our sales of DVR-enabled receivers to an international customer.

Future payments will be allocated between DISH Network and us based on historical sales of certain licensed products with our being responsible for 5% of each annual payment, or approximately $10 million in total.

[removed: |] x [removed: |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2011][added: 2012]

[removed: |] o [removed: |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

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

| [removed: |] Class A common stock, $0.001 par value | | The [removed: Nasdaq] [added: NASDAQ] Stock Market [removed: L.L.C. |] [added: LLC] |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x][added: o]

As of June [removed: 30, 2011,] [added: 29, 2012,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $1.404] [added: $1.038] 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 February [removed: 14, 2012,] [added: 11, 2013,] the registrant’s outstanding common stock consisted of [removed: 38,982,802] [added: 40,111,841] shares of Class A common stock and 47,687,039 shares of Class B common stock, each $0.001 par value.

Portions of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2012] [added: 2013] Annual Meeting of Shareholders are incorporated by reference in Part III.

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

| [PART [removed: I](#PartI_160658] [added: I](#Parti_165300] "Click to goto ") | | | [removed: | |]

| | [removed: |] [Disclosure Regarding [removed: Forward-Looking Statements](#DisclosureRegardingForwardlooking_160542] [added: Forward Looking Statements](#DisclosureRegardingForwardLooking_164057] "Click to goto ") | [removed: |] i |

| [Item [removed: 1.](#Item1_Business_160701) | | [Business](#Item1_Business_160701)] [added: 1.](#Item1_Business_165307)] | [added: [Business](#Item1_Business_165307)] | [removed: 1] [added: 2] |

| [Item [removed: 1A.](#Item1a_RiskFactors_162551) |] [added: 1A.](#Item1a_RiskFactors_165823)] | [Risk [removed: Factors](#Item1a_RiskFactors_162551) |] [added: Factors](#Item1a_RiskFactors_165823)] | [removed: 18] [added: 19] |

| [Item [removed: 1B.](#Item1b_UnresolvedStaffComments_160750) |] [added: 1B.](#Item1b_UnresolvedStaffComments_170621)] | [Unresolved Staff [removed: Comments](#Item1b_UnresolvedStaffComments_160750) |] [added: Comments](#Item1b_UnresolvedStaffComments_170621)] | [removed: 38] [added: 37] |

| [Item [removed: 2.](#Item2_Properties_160802) | | [Properties](#Item2_Properties_160802)] [added: 2.](#Item2_Properties_170619)] | [added: [Properties](#Item2_Properties_170619)] | [removed: 39] [added: 38] |

| [Item [removed: 3.](#Item3_LegalProceedings_161030) |] [added: 3.](#Item_171005)] | [Legal [removed: Proceedings](#Item3_LegalProceedings_161030) |] [added: Proceedings](#Item_171005)] | [removed: 40] [added: 39] |

| [Item [removed: 4.](#Item4_MineSafetyDisclosures_161411) |] [added: 4.](#Item4_MineSafetyDisclosures_162512)] | [Mine Safety [removed: Disclosures](#Item4_MineSafetyDisclosures_161411) |] [added: Disclosures](#Item4_MineSafetyDisclosures_162512)] | 44 |

| [PART [removed: II](#Partii_161415] [added: II](#Partii_162513] "Click to goto ") | | | [removed: | |]

| [Item [removed: 5.](#Item5_MarketForRegistrants_161418) |] [added: 5.](#Item5_MarketForRegistrantsCommonE_162514)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5_MarketForRegistrants_161418) |] [added: Securities](#Item5_MarketForRegistrantsCommonE_162514)] | 44 |

| [Item [removed: 6.](#Item6_SelectedFinancialData_161705) |] [added: 6.](#Item6_SelectedFinancialData_162535)] | [Selected Financial [removed: Data](#Item6_SelectedFinancialData_161705) |] [added: Data](#Item6_SelectedFinancialData_162535)] | 45 |

| [Item [removed: 7.](#Item7_ManagementsDiscussion_162611) |] [added: 7.](#Item7_ManagementsDiscussionAndAna_162810)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7_ManagementsDiscussion_162611) |] [added: Operations](#Item7_ManagementsDiscussionAndAna_162810)] | [removed: 48] [added: 46] |

| [Item [removed: 7A.](#Item7a_QuantitativeAndQualitative_163918) |] [added: 7A.](#Item7a_QuantitativeAndQualitative_171003)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#Item7a_QuantitativeAndQualitative_163918) |] [added: Risk](#Item7a_QuantitativeAndQualitative_171003)] | [removed: 66] [added: 64] |

| [Item [removed: 8.](#Item8_FinancialStatementsAndSuppl_164208) |] [added: 8.](#Item8_FinancialStatementsAndSuppl_171115)] | [Financial Statements and Supplementary [removed: Data](#Item8_FinancialStatementsAndSuppl_164208) |] [added: Data](#Item8_FinancialStatementsAndSuppl_171115)] | [removed: 68] [added: 66] |

| [Item [removed: 9.](#Item9_ChangesInAndDisagreementsWi_164212) |] [added: 9.](#Item9_ChangesInAndDisagreementsWi_171119)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9_ChangesInAndDisagreementsWi_164212) |] [added: Disclosure](#Item9_ChangesInAndDisagreementsWi_171119)] | [removed: 68] [added: 66] |

| [Item [removed: 9A.](#Item9a_ControlsAndProcedures_164214) |] [added: 9A.](#Item9a_ControlsAndProcedures_171121)] | [Controls and [removed: Procedures](#Item9a_ControlsAndProcedures_164214) |] [added: Procedures](#Item9a_ControlsAndProcedures_171121)] | [removed: 68] [added: 66] |

| [Item [removed: 9B.](#Item9b_OtherInformation_164225) |] [added: 9B.](#Item9b_OtherInformation_171933)] | [Other [removed: Information](#Item9b_OtherInformation_164225) |] [added: Information](#Item9b_OtherInformation_171933)] | [removed: 69] [added: 67] |

| [PART [removed: III](#Partiii_164229] [added: III](#PartIii_171935] "Click to goto ") | | | [removed: | |]

| [Item [removed: 10.](#Item10_DirectorsExecutiveOfficers_164234) |] [added: 10.](#Item10_DirectorsExecutiveOfficers_171936)] | [Directors, Executive Officers and Corporate [removed: Governance](#Item10_DirectorsExecutiveOfficers_164234) |] [added: Governance](#Item10_DirectorsExecutiveOfficers_171936)] | [removed: 69] [added: 67] |

| [Item [removed: 11.](#Item11_ExecutiveCompensation_164239) |] [added: 11.](#Item11_ExecutiveCompensation_171938)] | [Executive [removed: Compensation](#Item11_ExecutiveCompensation_164239) |] [added: Compensation](#Item11_ExecutiveCompensation_171938)] | [removed: 69] [added: 67] |

| [Item [removed: 12.](#Item12_SecurityOwnershipOfCertain_164241) |] [added: 12.](#Item12_SecurityOwnershipOfCertain_171939)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12_SecurityOwnershipOfCertain_164241) |] [added: Matters](#Item12_SecurityOwnershipOfCertain_171939)] | [removed: 69] [added: 67] |

| [Item [removed: 13.](#Item13_CertainRelationshipsAndRel_164244) |] [added: 13.](#Item13_CertainRelationshipsAndRel_171941)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#Item13_CertainRelationshipsAndRel_164244) |] [added: Independence](#Item13_CertainRelationshipsAndRel_171941)] | [removed: 69] [added: 67] |

| [Item [removed: 14.](#Item14_PrincipalAccountingFeesAnd_164249) |] [added: 14.](#Item14_PrincipalAccountingFeesAnd_171943)] | [Principal Accounting Fees and [removed: Services](#Item14_PrincipalAccountingFeesAnd_164249) |] [added: Services](#Item14_PrincipalAccountingFeesAnd_171943)] | [removed: 69] [added: 68] |

| [PART [removed: IV](#Partiv_161044] [added: IV](#Partiv_173247] "Click to goto ") | | | [removed: | |]

| [Item [removed: 15.](#Item15_ExhibitsFinancialStatement_161048) |] [added: 15.](#Item15_ExhibitsFinancialStatement_173248)] | [Exhibits, Financial Statement [removed: Schedules](#Item15_ExhibitsFinancialStatement_161048) |] [added: Schedules](#Item15_ExhibitsFinancialStatement_173248)] | [removed: 70] [added: 69] |

| | [removed: | [Signatures](#Signatures_161652] [added: [Signatures](#Signatures_173800] "Click to goto ") | [removed: |] 76 |

| | [removed: |] [Index to Consolidated Financial [removed: Statements](#IndexToConsolidatedFinancialState_163155] [added: Statements](#IndexToConsolidatedFinancialState_175447] "Click to goto ") | [removed: |] F-1 |

DISCLOSURE REGARDING [removed: FORWARD-LOOKING] [added: FORWARD LOOKING] STATEMENTS

· We currently derive a [removed: substantial] [added: significant] portion of our revenue from our [removed: two] primary [removed: customers,] [added: customer,] DISH [removed: Network and Bell TV.][added: Network.]

The loss of, or a significant reduction in, orders from, or a decrease in selling prices of digital set-top boxes, transponder leasing, provision of digital broadcast services, and/or other products or services to DISH Network [removed: or Bell TV] would significantly reduce our revenue and adversely impact our results of operations.

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We expect to continue to face competition from new market entrants.

· We may not be able to generate cash to meet our debt service needs or fund our operations.

· Covenants in HSS’ indentures restrict its business in many ways.

Risks Related to Our Satellites

Risks Related to Our Products and Technology

· We rely on network and information systems and other technologies and a disruption, cyber attack, failure or destruction of such networks, systems or technologies may disrupt or harm our business.

Risks Related to the Regulation of Our Business

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· Certain of our sales to DISH Network could be terminated or substantially curtailed on short notice, which would have a detrimental effect on us.

· We may be required to raise and refinance indebtedness during unfavorable market conditions.

· Any failure or inadequacy of our information technology infrastructure or those of our third-party service providers could harm our business.

· We have substantial debt outstanding and may incur additional debt.

Risks Affecting Our EchoStar Technologies Segment

· We depend on sales of digital set-top boxes for a substantial portion of our revenue and a decline in sales of our digital set-top boxes would have a material adverse effect on our financial position and results of operations.

· Our business may suffer if our customer base does not compete successfully with existing and emerging competition.

· Component pricing may remain stable or be negatively affected by inflation, increased demand, decreased supply, or other factors, which could have a material adverse effect on our results of operations.

· Growth in our EchoStar Technologies segment likely requires expansion of our sales to international customers, and we may be unsuccessful in expanding international sales.

· If we are successful in growing sales of our digital set-top boxes to international customers, we may be subject to additional risks including, among other things, trade barriers and political instability abroad.

· We expect to continue to face competition from new market entrants, principally located in Asia, that offer low cost set-top boxes.

· Our digital set-top boxes are highly complex and may experience quality or supply problems.

· Our reliance on a single supplier or a limited number of suppliers for several components used in our digital set-top boxes could restrict production, result in higher digital set-top box costs and delay deliveries to customers.

Risks Affecting Our EchoStar Satellite Services and Hughes Segments

· The consumer network communications market is highly competitive.

We may be unsuccessful in competing effectively against fiber, Digital Subscriber Line (“DSL”), cable service providers and other satellite broadband providers in the consumer market.

None.

None

The following table sets forth certain information concerning our principal properties related to our EchoStar Technologies segment [removed: (“ETS”),] [added: (“ET”), Hughes segment (“Hughes”),] EchoStar Satellite Services segment (“ESS”) and [removed: Hughes segment (“Hughes”).][added: Other segment.]

| [removed: Description/Use/Location |] [added: Location (3) (4)] | [removed: Segment(s) Using Property] | [added: Segment(s)] | [removed: Owned] | [added: Leased/ Owned] | [removed: Leased] | [added: Function] |

| [removed: Corporate headquarters and administrative offices,] Englewood, Colorado | | [removed: ETS/ESS |] [added: ET/ESS/Other] | [removed: X] | [added: Owned] | | [added: Corporate headquarters, engineering offices] |

| [removed: Engineering offices, Englewood,] [added: Superior,] Colorado | | [removed: ETS |] [added: ET] | [removed: X] | [added: Leased] | | [added: Engineering offices] |

| [removed: Engineering offices,] Atlanta, Georgia | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering offices] |

| [removed: Engineering offices,] American Fork, Utah | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering offices] |

| [removed: Engineering offices and warehouse,] Almelo, The Netherlands | | [removed: ETS |] [added: ET] | [removed: X] | [added: Owned] | | [added: Engineering offices and warehouse] |

| [removed: Engineering offices,] Steeton, England | | [removed: ETS |] [added: ET] | [removed: X] | [added: Owned] | | [added: Engineering office] |

| [removed: Engineering and administrative offices,] Gaithersburg, Maryland | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Manufacturing and testing facilities, engineering and administrative offices] |

| [removed: Engineering and data center, San Francisco,] [added: Foster City,] California | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering and data center] |

| [removed: Engineering and sales office,] New York, New York | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering and sales offices] |

| [removed: Engineering office,] [added: Bangalore,] India | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering office] |

| [removed: Engineering office,] [added: Kharkov,] Ukraine | | [removed: ETS |] [added: ET] | | [added: Leased] | [removed: X] | [added: Engineering office] |

| [removed: Hughes Communications, corporate headquarters and administrative offices,] Germantown, Maryland [added: (1)] | | Hughes | | [removed: X |] [added: Owned] | | [added: Hughes corporate headquarters, engineering offices, network operations and shared hubs] |

| [removed: Hughes Communications India Limited administrative offices, shared hub, operations and warehouse,] Gurgaon, India [added: (1) (2)] | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Administrative offices, shared hub, operations, warehouse, and development center] |

| [removed: Hughes European corporate headquarters and operations,] Milton Keynes, United Kingdom | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Hughes Europe corporate headquarters and operations] |

| [removed: Corporate headquarters,] New Delhi, India | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Hughes India corporate headquarters] |

| [removed: Corporate headquarters, administrative and sales offices,] Sao Paulo, Brazil | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Hughes Brazil corporate headquarters, sales offices, and warehouse] |

| [removed: Digital broadcast operations center,] Cheyenne, Wyoming [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Digital broadcast operations center] |

| [removed: Digital broadcast operations center,] Gilbert, Arizona [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Digital broadcast operations center] |

| [removed: Regional digital broadcast operations center,] Monee, Illinois [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Regional digital broadcast operations center] |

| [removed: Regional digital broadcast operations center,] New Braunfels, Texas [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Regional digital broadcast operations center] |

| [removed: Regional digital broadcast operations center, Quicksburg,] [added: Winchester,] Virginia [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Regional digital broadcast operations center] |

| [removed: Regional digital broadcast operations center,] Spokane, Washington [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Regional digital broadcast operations center] |

| [removed: Micro digital broadcast operations center,] Atlanta, Georgia [removed: |] [added: (1)] | [removed: ETS] | [added: ET] | | [added: Leased] | [removed: X] | [added: Micro digital broadcast operations center] |

| [removed: Micro digital broadcast operations center,] St. Louis, Missouri [removed: |] [added: (1)] | [removed: ETS] | [added: ET] | | [added: Leased] | [removed: X] | [added: Micro digital broadcast operations center] |

| [removed: Micro digital broadcast operations center,] Jackson, Mississippi [removed: |] [added: (1)] | [removed: ETS] | [added: ET] | | [added: Leased] | [removed: X] | [added: Micro digital broadcast operations center] |

| [removed: Micro digital broadcast operations center,] Orange, New Jersey [removed: |] [added: (1)] | [removed: ETS/ESS] | [added: ET/ESS] | [removed: X] | [added: Owned] | | [added: Regional digital broadcast operations center] |

| [removed: Shared hub, operations, offices and warehouse,] Griesheim, Germany [added: (1)] | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Shared hub, operations, administrative offices and warehouse] |

| [removed: Shared hub and warehouse,] Barueri, Brazil [added: (1)] | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Shared hub] |

| [removed: Shared hub,] Southfield, Michigan [added: (1)] | | Hughes | | [removed: |] [added: Leased] | [removed: X] | [added: Shared hub] |

| [removed: Spacecraft autotrack operations center,] Baker, Montana [added: (1)] | | ESS | | [removed: |] [added: Leased] | [removed: X] | [added: Spacecraft autotrack operations center] |

| [removed: Spacecraft autotrack operations center,] Black Hawk, South Dakota [added: (1)] | | ESS | | [removed: X |] [added: Owned] | | [added: Spacecraft autotrack operations center] |

[added: (5)] See [removed: “Related Party Transactions with DISH Network — Real Estate Lease Agreements” set forth in our Proxy Statement for the 2012 Annual Meeting of Shareholders under the caption “Certain Relationships and Related Transactions.” Also, see] Note [removed: 17] [added: 19] in the Notes to our Consolidated Financial Statements in Item 15 of this [removed: Annual Report on Form 10-K] [added: report] for further [removed: discussion.][added: discussion of our Related Party Transactions with DISH Network.]

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

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

| Kankakee, Illinois (1) | | ET/ESS | | Owned | | Regional digital broadcast operations center |

| Mt. Jackson, Virginia (1) | | ET/ESS | | Owned | | Regional digital broadcast operations center |

| Englewood, Colorado (5) | | Other | | Owned | | Lease to DISH Network |

| Littleton, Colorado (5) | | Other | | Owned | | Lease to DISH Network |

(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 have multiple gateways (25) throughout the Western part of the U.S. that support the SPACEWAY 3 and EchoStar XVII satellites.

(4) In addition to the above properties, we lease rack and roof top space in 210 designated market areas throughout the U.S. to collect and broadcast local channels that are used by the ET segment.

We own or lease capacity on 11 satellites which are used in our EchoStar Satellite Services and Hughes segments.

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| Development center, Gurgaon, India | | Hughes | | | | X | |

| Engineering offices and service center, Englewood, Colorado | | ETS | | X | | | |

| Engineering offices, Superior, Colorado | | ETS | | | | X | |

| Manufacturing and test facility, Gaithersburg, Maryland | | Hughes | | | | X | |

We lease portions of certain of our owned facilities to DISH Network.

_Market Information._ Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” The high and low closing sale prices of our Class A common stock during [removed: 2011] [added: 2012] and [removed: 2010] [added: 2011] on the Nasdaq Global Select Market (as reported by Nasdaq) are set forth below.

| Second Quarter | | [added: $ |] 37.62 | | [added: $] | 32.00 | | [removed: |]

| Third Quarter | | [added: $ |] 38.36 | | [added: $] | 21.36 | | [removed: |]

| Fourth Quarter | | [added: $ |] 26.80 | | [added: $] | 20.35 | | [removed: |]

| [removed: 2010] [added: 2012] | | High | | | Low | | |

As of February [removed: 14, 2012,] [added: 11, 2013,] there were approximately [removed: 10,822] [added: 10,665] 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 [removed: 14, 2012, 38,952,789] [added: 11, 2013, 41,040,391] of the 47,687,039 outstanding shares of our Class B common stock were held by Charles W.

Ergen, our Chairman, and the remaining [removed: 8,734,250] [added: 6,646,648] were held in a trust for members of Mr. Ergen’s family.

There is currently no [added: established] trading market for our Class B common stock.

[removed: _Dividends._] We currently do not intend to declare dividends on our common stock.

Payment of any future dividends will depend upon our earnings, capital [removed: requirements] [added: requirements,] and other factors the Board of Directors considers appropriate.

[removed: (1) Our] [added: Pursuant to a stock repurchase plan approved by our] Board of [removed: Directors previously] [added: Directors, we are] authorized [removed: the] [added: to] repurchase [removed: of] up to $500 million of our [added: outstanding shares of] Class A common stock through [removed: and including] December 31, [removed: 2011.][added: 2013.]

| First Quarter | | $ | 32.18 | | $ | 20.94 | |

| Second Quarter | | $ | 29.52 | | $ | 25.30 | |

| Third Quarter | | $ | 30.35 | | $ | 25.65 | |

| Fourth Quarter | | $ | 34.86 | | $ | 28.40 | |

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

During the years ended December 31, 2012 and 2011, we did not repurchase any common stock under this plan.

During the year ended December 31, 2010, we repurchased 34,000 shares of our Class A common stock for $605,000.

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| First Quarter | | $ | 20.71 | | $ | 18.68 | |

| Second Quarter | | 21.53 | | | 18.05 | | |

| Third Quarter | | 20.33 | | | 18.44 | | |

| Fourth Quarter | | 24.97 | | | 18.77 | | |

The following table provides information regarding repurchases of our Class A common stock from October 1, 2011 through December 31, 2011.

| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) | | |

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

| October 1 - October 31, 2011 | | — | | $ | — | | — | | $ | 500,000 | |

| November 1 - November 30, 2011 | | — | | $ | — | | — | | $ | 500,000 | |

| December 1 - December 31, 2011 | | — | | $ | — | | — | | $ | 500,000 | |

| Total | | — | | $ | — | | — | | $ | 500,000 | |

On November 2, 2011, our Board of Directors extended the plan, such that we are currently authorized to make such repurchases through and including December 31, 2012.

Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors.

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

The accompanying consolidated financial statements for [removed: 2011] [added: 2012] have been prepared in accordance with [removed: accounting principles generally accepted in] the [removed: U.S.] [added: United States Generally Accepted Accounting Principles] (“GAAP”).

See Note [removed: 13] [added: 15] in the Notes to our Consolidated Financial Statements in Item 15 of this [removed: Annual Report on Form 10-K] [added: report] for further discussion of the Hughes Acquisition.

[removed: This] [added: The selected financial] data should be read in conjunction with our Consolidated Financial Statements and related Notes thereto for the three years ended December 31, [removed: 2011,] [added: 2012,] and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

| Statements of Operations Data: | | [added: 2012 | | |] 2011 | | | 2010 | | | 2009 | | | 2008 | | | [removed: 2007 | | |]

| | | [removed: (In] [added: (Dollars in] thousands, except per share amounts) | | | | | | | | | | | | | | |

| Revenue | | $ | [removed: 2,761,431] [added: 3,121,704] | | $ | [removed: 2,350,369] [added: 2,761,431] | | $ | [removed: 1,903,559] [added: 2,350,369] | | $ | [removed: 2,150,520] [added: 1,903,559] | | $ | [removed: 1,544,065] [added: 2,150,520] | |

| Total costs and expenses | | [added: 3,021,818 | | |] 2,680,593 | | | 2,208,044 | | | 1,898,667 | | | 2,791,114 | | | [removed: 1,630,444 | | |]

| Operating income (loss) | | $ | [removed: 80,838] [added: 99,886] | | $ | [removed: 142,325] [added: 80,838] | | $ | [removed: 4,892] [added: 142,325] | | $ | [removed: (640,594] [added: 4,892] | [removed: )] | $ | [removed: (86,379] [added: (640,594] | ) |

| Net income (loss) attributable to EchoStar | | $ | [removed: 3,639] [added: 211,048] | | $ | [removed: 204,358] [added: 3,639] | | $ | [removed: 364,704] [added: 204,358] | | $ | [removed: (958,188] [added: 364,704] | [removed: )] | $ | [removed: (85,300] [added: (958,188] | ) |

| Basic and diluted net income (loss) attributable to EchoStar | | $ | [removed: 3,639] [added: 211,048] | | $ | [removed: 204,358] [added: 3,639] | | $ | [removed: 364,704] [added: 204,358] | | $ | [removed: (958,188] [added: 364,704] | [removed: )] | $ | [removed: (85,300] [added: (958,188] | ) |