EchoStar (ECHO) 10-K risk factor changes: FY2013 vs FY2012

[removed: _The] [added: The] risks and uncertainties described below are not the only ones facing us.

If any of the following events occur, our business, financial condition or results of operation could be materially and adversely [removed: affected_.][added: affected.]

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, [added: broadband equipment and services] and/or other products or services to DISH Network would significantly reduce our revenue and adversely impact our results of operations.

DISH Network accounted for [removed: 49.5%, 59.9%] [added: 58.8%, 49.5%] and [removed: 82.5%] [added: 59.9%] of our total revenue for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

[added: In addition,] DISH Network is currently our primary customer of digital set-top boxes and digital broadcast operation services.

[removed: 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 operations, and financial position.

If we lose DISH Network as a customer, it will be difficult for us to replace, in whole or in part, our historical [removed: revenues] [added: revenue] from DISH Network and we have had limited success in attracting such potential new customers in the past.

[removed: · _Decreased Demand] [added: We could face decreased demand] and [removed: Increased Pricing Pressure_.][added: increased pricing pressure to our products and services due to competition.]

These competitors include Arris, Cisco, [removed: Pace] [added: PACE, Samsung,] and Technicolor.

If market prices are substantially [removed: reduced by such new entrants,] [added: reduced,] our business, financial condition or results of operations could be materially adversely affected.

[removed: We compete] [added: Our satellite services business competes] against larger, well-established satellite service companies, such as Intelsat, [removed: SES] [added: SES, Telesat,] and [removed: Telesat.][added: Eutelsat.]

These long-term contracts and other factors result in relatively high costs for customers to change service providers, making it more difficult for us to displace customers from their current [removed: relationships with our competitors.]

In our consumer market, we face competition primarily from [removed: Digital Subscriber Line (“DSL”),] [added: DSL] and cable [removed: Internet] [added: internet] service providers.

Also, other telecommunications, satellite and wireless broadband companies have launched or are planning the launch of consumer satellite [removed: Internet] [added: internet] access services in competition with [removed: ours] [added: our service offerings] in North America.

The [removed: enterprise] network communications industry is characterized by competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology.

If we are unable to increase or at least maintain the average selling prices of our digital set-top boxes, or if such selling prices further decline, and we are unable to respond in a timely manner by developing and introducing new products and continually reducing our product costs, our [removed: revenues] [added: revenue] and gross margin may be negatively affected, which will harm our financial position and results of operations.

We are substantially dependent upon the ability of our customers to promote the delivery of pay-TV services, including, among others, premium programming packages and services that utilize technology incorporated into our digital set-top boxes, such as HD technology and IPTV, to generate future [removed: revenues.][added: revenue.]

If our customers are unable to develop and effectively market compelling reasons for their subscribers to continue to purchase their pay-TV services that utilize our more advanced digital set-top boxes, it will be difficult for us to sustain our historical [removed: revenues.][added: revenue.]

We may have unused satellite capacity in our EchoStar Satellite Services segment, and our results of operations may be materially adversely affected if we are not able to lease this capacity to third [removed: parties.][added: parties, including DISH Network.]

If we are unable to lease our satellite capacity to third parties, [added: including DISH Network,] our margins could be negatively impacted and we may be required to record impairments related to our satellites.

If future demand does not meet our expectations, we will be committed to maintaining excess satellite capacity for which we will have [removed: no, or insufficient, revenues] [added: insufficient revenue] to cover our costs, which would have a negative impact on our margins and results of operations.

We have satellite capacity [removed: commitments,] [added: commitments for Ku-band frequencies,] generally for two to five year terms, with third parties to cover different geographical areas or support different applications and features; therefore, we may not be able to quickly or easily adjust our capacity to changes in demand.

If we only purchase satellite capacity based on existing contracts and bookings, capacity for certain types of coverage in the future [removed: that cannot] [added: may not] be readily served [removed: by SPACEWAY 3] or [removed: EchoStar XVII may be unavailable] [added: available] to us, and we may not be able to satisfy certain needs of our customers, which could result in a loss of possible new business and could negatively impact the margins earned for those services.

In addition, the FSS industry has seen consolidation in the past decade, and today, the [removed: three] main FSS providers in North America and a number of smaller regional providers own and operate the current satellites that are available for our capacity needs.

[removed: If we are not able to renew our capacity leases at economically viable rates, or] if capacity is not available due to any problems of the FSS providers, our business and results of operations could be adversely [removed: affected, to the extent SPACEWAY 3 and EchoStar XVII are unable to satisfy the associated demand.][added: affected.]

[removed: · _Components__._] [added: _Components._] A limited number of suppliers and in some cases a single supplier manufacture some of the key components required to build our products.

An inability to obtain adequate deliveries or any other circumstances requiring us to seek alternative sources of supply could affect our ability to ship our digital set-top boxes on a timely basis, which could damage our relationships with current and prospective customers and harm our business, resulting in a loss of market share, and reduce [removed: revenues] [added: revenue] and income.

[removed: ·] _Commodity Price [removed: Risk__._] [added: Risk._] Fluctuations in pricing of raw materials have the ability to affect our product costs.

[removed: · _Manufacturing__._] [added: _Manufacturing._] While we develop and manufacture prototypes for our products, we use contract manufacturers to produce a significant portion of our hardware.

[removed: ·] _Installation and customer support [removed: services__._] [added: services._] Each of our North American and international operations utilizes a network of third-party installers to deploy our hardware.

Our operations outside the U.S. accounted for approximately [removed: 23.0%, 19.3%] [added: 14.1%, 23.0%] and [removed: 14.5%] [added: 19.3%] of our [removed: revenues] [added: revenue] for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

[removed: We] [added: Collectively, we] expect our foreign operations to continue to represent a significant portion of our business.

We have operations in Brazil, Germany, India, Indonesia, Italy, Mexico, the Russian Federation, [removed: South Africa,] the United Arab Emirates, [added: Ireland and] the United [removed: Kingdom and China,] [added: Kingdom,] among other nations.

Over the last [removed: 20] [added: 10] years, [removed: our Hughes segment has] [added: we have] sold products in over 100 countries.

[removed: ·] _Complications in complying with restrictions on foreign ownership and investment and limitations on repatriation._ We may not be permitted to own our operations in some countries and may have to enter into partnership or joint venture relationships.

[removed: Many foreign legal regimes restrict our] repatriation of earnings to the U.S. from our subsidiaries and joint venture entities.

[removed: ·] _Difficulties in following a variety of [removed: foreign] laws and [removed: regulations, such as those relating] [added: regulations related] to [removed: data content retention, privacy and employee welfare._] [added: foreign operations._] Our international operations are subject to the laws of many different jurisdictions that may differ significantly from U.S. law.

[removed: ·] _Restrictions on space station landing rights/coordination._ Satellite market access and landing rights are dependent on the national regulations established by foreign governments, including, but not limited to: (a) national coordination requirements and registration requirements for satellites; and (b) reporting requirements of national telecommunications regulators with respect to service provision and satellite performance.

[removed: ·] _Financial and legal constraints and obligations._ Operating pursuant to foreign licenses subjects us to certain financial constraints and obligations, including, but not limited to: (a) tax liabilities that may or may not be dependent on revenues; (b) the burden of creating and maintaining additional facilities and staffing in foreign jurisdictions; and (c) legal regulations requiring that we make certain satellite capacity available for [removed: “free”,] [added: "free,"] which may impact our revenue.

[removed: ·] _Changes in exchange rates between foreign currencies and the U.S. dollar._ We conduct our business and incur cost in the local currency of a number of the countries in which we operate.

Thereafter, if we are unable to extend those contracts on similar terms with DISH Network, or if we are otherwise unable to obtain

relationships with our competitors.

Terrestrial networks also have a competitive edge because of lower latency for data transmission.

If we are not able to renew our capacity leases at economically viable rates, or

Many foreign legal regimes restrict our

_Compliance with applicable export control laws and regulations in the U.S. and other countries_.

enhance or expand our current business or products or that may otherwise offer us growth opportunities.

In addition, sustained

In addition, we cannot guarantee that another satellite will be available for

The loss of any of our manufacturers or launch service

Legal Proceedings of this Annual Report on Form 10-K.

content.

licenses on commercially favorable terms, or at all.

Furthermore, DISH Network will hold shares of preferred tracking stock of us and HSS that in the aggregate represents an 80.0% economic interest in our residential retail satellite broadband business.

compete with sales by our Hughes 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 further material adverse effect on our financial position and results of operations.

Economic weakness, including high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain our business.

A 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 business also depends on the economic health and willingness of our customers and potential customers to make and adhere to capital and financial commitments to purchase our products and services.

The U.S. and world economy experienced significant slowdown and other weaknesses in the past few years, and the economic environment may continue to be unfavorable in the future.

Our ability to grow or maintain our business may be adversely affected by sustained economic weakness, including the effect of wavering consumer confidence, high unemployment, and other factors that may adversely affect our customers and the telecommunications industry.

In particular, the weak economic conditions may result in the following:

Subscribers to pay-TV services may delay purchasing decisions or reduce or reallocate their discretionary spending, which may in turn decrease demand for programming packages from pay-TV providers that include set-top box equipment manufactured by us.

Increased pricing pressures may result in reduced margins for pay-TV providers, including DISH Network 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 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 technologies, and intense price competition.

If the U.S. and world economic conditions continue to be volatile or deteriorate further or if the telecommunications industry experiences future weakness, we could experience reduced demand for, and pricing pressure on, our products and services, which could lead to a reduction in our revenues and adversely affect our business, financial condition and results of operations.

· _Excess Inventories and Satellite Capacity._ There is an increased risk of 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.

We may also have excess satellite capacity resulting from possible decreased demand for pay-TV services and other services utilizing satellite transmission.

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

Our future financial performance depends in part on our ability to penetrate new international markets for digital set-top boxes.

We believe that to grow our digital set-top box revenue and business and to diversify our customer base, we must expand the sales of our digital set-top boxes in new international markets.

Our products were initially designed for, and have been deployed mostly by, providers of satellite-delivered digital television.

Our sales of digital set-top boxes to providers of digital television other than providers of satellite-delivered digital television have not been significant and we have had limited success in selling our digital set-top boxes internationally.

To succeed in these

sales efforts, we believe we must develop and manage new relationships with cable operators and other providers of digital television in international markets.

If we do not succeed in our efforts to sell to these target markets and customers and deal with these challenges in our international operations, the size of our total potential market may be limited.

This, in turn, would harm our ability to grow our customer base and revenue.

The digital set-top box industry is extremely competitive.

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

We currently face competition from established competitors in the satellite service business and may face competition from others in the future.

The network communications market is highly competitive.

We may be unsuccessful in competing effectively against other terrestrial and satellite broadband and network providers.

Also, other nations have more stringent employee welfare laws that guarantee perquisites that we must offer.

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

· _Significant competition in our international markets._ Outside North America, we have traditionally competed for hardware and services sales primarily in Europe, Brazil and India and focused only on hardware revenues in other regions.

In Europe, we face intense competition which is not expected to abate in the near future.

In

We may be required to perform

use of certain frequencies or access to certain markets.

Such encryption and related

have changed from time to time.

We may not be aware of certain foreign government laws or regulations or changes to them which could have a significant adverse impact on our business.

The

We, our customers and companies with whom we do business may be required to have authority from each country in which we or they provide services or provide our customers use of our satellites.

[removed: In connection with the acquisition] [added: As] of [removed: Hughes Communications (the “Hughes Acquisition”), we recorded $504 million] [added: December 31, 2013, our goodwill consisted entirely] of [removed: goodwill, which was] [added: goodwill] assigned to reporting units of [removed: the] [added: our] Hughes segment [removed: (“Hughes goodwill”).][added: in connection with the 2011 acquisition of Hughes Communications, Inc. and its subsidiaries ("Hughes Acquisition").]

[removed: See] [added: For a discussion of new accounting pronouncements, see] Note [removed: 9] [added: 2] in the Notes to [removed: our] Consolidated Financial Statements in Item 15 of this [removed: report for further discussion of our goodwill.][added: report.]

EchoStar Satellite [removed: Services Segment][added: Services Segment]

[removed: Item 7. MANAGEMENT’S] [added: MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS — Continued][added: OPERATIONS—Continued]

[removed: _Gains] [added: | Gains] on investments accounted for at fair value, [removed: net.][added: net | | | — | | | 15,871 | | | (15,871 | ) | | (100.0 | ) |]

Our results of operations for the year ended December 31, 2011 [removed: also] [added: does not] include [removed: those] [added: the operations] of Hughes Communications [removed: after] [added: prior to] June 8, 2011, the date the Hughes Acquisition was completed.

Therefore, our results of operations for the year ended December 31, 2012 are not comparable to our results of operations for the [removed: years] [added: year] ended December 31, [removed: 2011 and 2010.][added: 2011.]

Year Ended December 31, 2012 Compared to the Year Ended December 31, [removed: 2011.][added: 2011]

| | | [removed: As of or For] [added: For] the Years [removed: Ended] [added: Ended December 31,] | | | | | | [added: Variance] | | | | | [added: |]

| Statements of Operations Data | | 2012 | | | 2011 | | | Amount | | | % | | [added: |]

| | | (Dollars in thousands) | | | | | | | | | | | [added: |]

| Revenue: | | | | | | | | | | | | | [added: |]

| Equipment [removed: revenue - DISH] [added: revenue—DISH] Network | | $ | 1,028,588 | | $ | 1,158,293 | | $ | (129,705 | ) | [added: |] (11.2 | ) |

| Equipment [removed: revenue - other] [added: revenue—other] | | [added: |] 621,495 | | | 513,504 | | | 107,991 | | | 21.0 | |

| Services and other [removed: revenue - DISH] [added: revenue—DISH] Network | | [added: |] 515,176 | | | 496,636 | | | 18,540 | | | 3.7 | |

| Services and other [removed: revenue - other] [added: revenue—other] | | [added: |] 956,445 | | | 592,998 | | | 363,447 | | | 61.3 | |

| Total revenue | | [added: |] 3,121,704 | | | 2,761,431 | | | 360,273 | | | 13.0 | |

| Costs and Expenses: | | | | | | | | | | | | | [added: |]

| Cost of [removed: sales - equipment] [added: sales—equipment] | | [added: |] 1,397,512 | | | 1,414,791 | | | (17,279 | [removed: |] ) | [added: |] (1.2 | ) |

| % of Total equipment revenue | | [removed: 84.7] | [added: 84.7] | % | [added: |] 84.6 | [added: %] | [removed: %] | | | | | |

| Cost of [removed: sales - services] [added: sales—services] and other | | [added: |] 691,922 | | | 492,702 | | | 199,220 | | | 40.4 | |

| % of Total services and other revenue | | [removed: 47.0] | [added: 47.0] | % | [added: |] 45.2 | [added: %] | [removed: %] | | | | | |

| [removed: Selling, general and administrative] expenses (including DISH Network) | | [added: |] 372,644 | | | 303,276 | | | 69,368 | | | 22.9 | |

| % of Total revenue | | [removed: 11.9] | [added: 11.9] | % | [added: |] 11.0 | [added: %] | [removed: %] | | | | | |

| Research and development expenses | | [added: |] 69,649 | | | 50,966 | | | 18,683 | | | 36.7 | |

| % of Total revenue | | [removed: 2.2] | [added: 2.2] | % | [added: |] 1.8 | [added: %] | [removed: %] | | | | | |

| Depreciation and amortization | | [added: |] 457,326 | | | 385,894 | | | 71,432 | | | 18.5 | |

| [removed: Impairments] [added: Impairment] of [added: long-lived] assets | | [added: |] 32,765 | | | 32,964 | | | (199 | [removed: |] ) | [added: |] (0.6 | ) |

| Total costs and expenses | | [added: |] 3,021,818 | | | 2,680,593 | | | 341,225 | | | 12.7 | |

| Operating income | | [added: |] 99,886 | | | 80,838 | | | 19,048 | | | 23.6 | |

| Other Income (Expense): | | | | | | | | | | | | | [added: |]

| Interest income | | [added: |] 11,176 | | | 10,821 | | | 355 | | | 3.3 | |

| Interest expense, net of amounts capitalized | | [removed: (153,029] | [added: (153,029] | ) | [removed: (82,593] | [added: (82,593] | ) | [removed: (70,436] | [added: (70,436] | ) | [added: |] 85.3 | |

| Realized gains on marketable investment securities and other [removed: investments] [added: investments, net] | | [added: |] 177,558 | | | 13,666 | | | 163,892 | | | * | |

| Equity in earnings (losses) of unconsolidated [removed: affiliates] [added: affiliates, net] | | [removed: (438] | [added: (438] | ) | [added: |] 11,860 | | | (12,298 | [removed: |] ) | [added: |] * | |

| Other, net | | [added: |] 59,531 | | | (24,688 | [removed: |] ) | [added: |] 84,219 | | | * | |

| Total other income (expense), net | | [added: |] 94,798 | | | (55,063 | [removed: |] ) | [added: |] 149,861 | | | * | |

| Income before income taxes | | [added: |] 194,684 | | | 25,775 | | | 168,909 | | | * | |

| Income tax benefit (provision), net | | [added: |] 16,329 | | | (21,501 | [removed: |] ) | [added: |] 37,830 | | | * | |

| Net income | | [added: |] 211,013 | | | 4,274 | | | 206,739 | | | * | |

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| Subscribers, end of period(1) | | | 636,000 | | | 602,000 | | | 34,000 | | | 5.6 | |

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(1)

Excludes approximately 23,000 and 24,000 subscribers as of December 31, 2012 and 2011, respectively, receiving services through third parties who have capacity arrangements with us previously reported in our subscriber totals.

Item 7.

Our EchoStar Technologies segment offers multiple set-top boxes with different price points depending on their capabilities and functionalities.

The revenue and associated margins we earn on sales are determined largely through periodic negotiations that could result in prices reflecting, among other things, the set-top boxes and other equipment that meet our customers' current sales and marketing priorities, the product and service alternatives available from other equipment suppliers, our ability to respond to customer requirements, and to differentiate ourselves from other equipment suppliers on bases other than pricing.

In addition products containing new technologies and features typically have higher initial prices, which reduce over time as demand decreases or as DISH Network's demand for new or refurbished units changes.

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”).

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.

Also, see Item 1A.

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

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.

We believe 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, broaden our portfolio of products and intellectual property, and strengthen our relationships with our customers.

With our extensive experience in designing, developing, and distributing digital set-top boxes and related products, we can leverage the broader adoption of advanced technologies within set-top boxes to create opportunities for us.

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.

A hypothetical 10% adverse change in the [added: market] price of our public strategic [removed: debt and] equity investments would result in a decrease of approximately [removed: $6] [added: $3.4] million in the fair value of these investments.

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

As of December 31, [removed: 2012,] [added: 2013,] we had [removed: $29] [added: $16.1] 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. 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 (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: 2012,] [added: 2013,] a hypothetical 10% increase in average interest rates would not have a material impact [removed: in] [added: on] the fair value of our restricted cash and marketable investment securities.

As of December 31, [removed: 2012,] [added: 2013,] we had [removed: $183] [added: $169.8] million of noncurrent [removed: public and nonpublic debt and] equity instruments that we hold for strategic business purposes and account for under the cost or equity 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: $18] [added: $17.0] million in the [removed: fair] value of these investments.

Foreign Currency [added: Exchange] Risk

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

Our international business is conducted in a variety of foreign [removed: currencies,] [added: currencies] 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: 2012,] [added: 2013,] we had [removed: $49] [added: $27.3] million of foreign currency denominated receivables and payables outstanding, and foreign currency forward contracts with a notional value of [removed: $28] [added: $8.4] million in place to partially mitigate foreign [removed: currency risk related to forecasted collections on a Mexican peso denominated revenue contract.]

The [removed: differences between the face amounts] [added: estimated fair values] of the foreign exchange contracts [removed: and their estimated fair values] were not material as of December 31, [removed: 2012.][added: 2013.]

The impact of a hypothetical 10% adverse change in exchange rates on the [removed: fair value] [added: carrying amount] of [removed: foreign currency denominated] [added: the] net assets and liabilities of our foreign subsidiaries would be an estimated loss of [removed: $13] [added: $24.6] million as of December 31, [removed: 2012.][added: 2013.]

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

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

[removed: In general we] [added: We generally] do not use derivative financial instruments for [added: speculative purposes and we generally do not apply] hedge accounting [removed: or speculative purposes.][added: treatment to our derivative financial instruments.]

speculative and have experienced and continue to experience volatility.

_Other Investments_

The fair value of these instruments is not readily determinable.

We periodically review these investments and estimate fair value when there are indications of impairment.

Item 7A.

currency exchange risk.

_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.

_Other Investment Securities_

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.

Our Class A common stock is publicly traded on the Nasdaq Global Select Market [added: ("Nasdaq")] under the symbol [removed: “SATS.”] [added: "SATS."] We are a global provider of satellite operations, video delivery solutions, [added: digital set-top boxes,] 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 [removed: segments:][added: segments.]

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

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

[removed: · _Hughes_ — which] [added: _Hughes_—which] provides satellite broadband [removed: Internet] [added: internet] access to North American consumers and broadband network services and [removed: systems] [added: equipment] to [removed: the] domestic and international enterprise markets.

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

See Note [removed: 15] [added: 19] in the Notes to [removed: our] Consolidated Financial Statements in Item 15 of this report for further [removed: discussion of our acquisition of Hughes Communications (the “Hughes Acquisition”).][added: discussion.]

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

[removed: Effective January 1,] [added: In] 2008, DISH Network [added: Corporation and its subsidiaries ("DISH Network")] completed its distribution to us [removed: (the “Spin-off”)] of its digital set-top box business and certain infrastructure and other assets, including certain of [removed: its] [added: their] satellites, uplink and satellite transmission assets, real [removed: estate] [added: estate,] and other assets and related [removed: liabilities.][added: liabilities to us (the "Spin-off").]

Since the Spin-off, [removed: we] [added: EchoStar] and DISH Network have operated as separate publicly-traded companies, and [added: as of December 31, 2013,] neither entity has any ownership interest in the [removed: other.][added: other (See Note 20 of this report for a discussion of our subsequent events).]

However, a substantial majority of the voting power of the shares of both companies is [removed: owned] beneficially [added: owned] by Charles W.

Ergen, our Chairman, [removed: or] [added: and] by certain trusts established by Mr. Ergen for the benefit of his family.

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

_Exploit international [removed: opportunities__._] [added: opportunities._] We believe that [removed: Direct-To-Home (“DTH”)] [added: 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 [removed: end-to- end] [added: end-to-end] broadband and [removed: pay TV] [added: pay-TV] consumer services.

[added: _Expand our set-top box and customer premise equipment sales._] 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, [removed: and Over-The-Top internet] hybrid [added: internet offerings and other in-home] solutions [removed: within set-top boxes] to create opportunities for us.

In addition, we intend to seek opportunities to license our technology to other original equipment [removed: manufacturer] [added: manufacturers] or [removed: payTV] [added: pay-TV] providers.

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

[removed: We will continue to assess] [added: _Expand satellite capacity and related infrastructure._ Our expertise in] the [removed: ability] [added: identification, acquisition and development of satellite spectrum rights and satellite operations, together with existing or acquired infrastructure will provide opportunities] to cross sell services, bundle satellite broadband and video services, and explore opportunities in new markets.

[added: _Develop improved technologies._] The [removed: combined] engineering [removed: power] [added: capabilities] of our [added: combined] business units [removed: will allow] [added: provides] us [added: with the opportunity] to develop and deploy cutting edge [removed: technology,] [added: technologies,] license our technologies to [removed: others] [added: others,] and maintain a leading technological position in [removed: our industry.][added: the industries in which we are active.]

[added: _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 [removed: SD] [added: standard-definition ("SD")] functionality of our SD digital set-top boxes.

[added: _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: These applications include] [added: _Interactive Applications._ Include] an on-screen program guide, pay-per-view offerings, video content/meta-data enhancing user applications, social media, games, and shopping.

[added: _Digital Video Recorder ("DVR")._] Enables subscribers to pause, stop, reverse, fast forward, record, and replay digital television content using a built-in and/or external hard drive capable of storing content.

[added: _Broadband Internet Connectivity._] Provides [removed: IPTV] [added: internet protocol television ("IPTV")] functionality, which supports on-demand services that allow consumers to download television programming, movies, [removed: music] [added: music,] applications, and other content.

[added: _Slingbox "placeshifting" technology._] Allows [removed: consumers] [added: a customer, at his or her option,] to watch and control their digital television content anywhere in the world via a broadband [removed: Internet] [added: internet] connection.

In addition to digital set-top boxes, we also design and develop related products such as satellite [removed: dishes, remote controls,] [added: dishes] and [removed: broadband Internet connectivity devices.][added: remote controls.]

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

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

DISH Network accounted for [removed: 76.9%, 79.4%,] [added: 90.1%, 76.9%] and [removed: 82.8%] [added: 79.4%] of our total EchoStar Technologies segment revenue for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

Bell TV, a DTH satellite service provider in Canada, accounted for [removed: 13.4%, 12.3%] [added: 4.5%, 13.4%] and [removed: 9.8%] [added: 12.3%] of our total EchoStar Technologies segment revenue for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

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

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: decreased] [added: reduced] if these costs increase.

A majority of our EchoStar Technologies [removed: segment] [added: segment's] international revenue during each of the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] was attributable to sales of digital set-top boxes to Bell TV.

Among other things, the [removed: agreement] [added: Pricing Agreement, as amended,] entitles us to be Bell [removed: TV’s] [added: 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 grow our revenue and market share in the digital set-top box [removed: industry as an independent business,] [added: industry,] we face substantial competition.

[removed: Many of our primary competitors, such as Arris, Cisco, Pace] [added: ("PACE"), Samsung,] and [removed: Technicolor,] [added: Technicolor S.A. ("Technicolor"),] have established longstanding relationships with their customers.

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

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 [removed: customers..][added: customers.]

In addition, our end-to-end video solution allows us to provide a more cost-effective solution for a [removed: PayTV Operator] [added: pay-TV operator] who may have to negotiate hardware, middleware and a [removed: Conditional Access System] [added: conditional access system] separately.

In addition, we provide our Slingboxes directly to consumers via retail outlets and online.

The Hughes segment also provides managed services to large enterprises and solutions to customers for mobile satellite systems.

Our operations also include real estate and other activities that have not been assigned to our operating segments, costs incurred in business development activities, expenses of various corporate departments, and our centralized treasury activities, including income from our investment portfolio and interest expense on our debt.

Our whole-home HD DVR receiver provides subscribers a variety of features that a consumer can use, at his or her option, to control, and/or record programming.

In 2012, we amended our Pricing Agreement with Bell TV, which extended our exclusivity rights until December 31, 2013.

In January 2014, we amended the Pricing Agreement, which extended our exclusivity rights under the Pricing Agreement until February 28, 2014.

Many of our primary competitors, such as Arris Group, Inc. ("Arris"), Cisco Systems, Inc. ("Cisco"), Pace Micro Technology Plc.

offerings similar to our existing satellite set-top box products.

enterprises and broadband service providers worldwide.

In addition, our Hughes segment provides satellite ground segment systems and terminals to mobile system operators.

As of December 31, 2013 and 2012, our Hughes segment had approximately 860,000 and 636,000 broadband subscribers, respectively, of which 635,000 and 588,000 were residential retail subscribers, respectively.

These broadband subscribers include customers that subscribe to our HughesNet broadband services, through retail, wholesale and small/medium enterprise service channels.

While our current competitive position provides

In January 2013, we began to lease EchoStar XVI to DISH Network for the delivery of DTH broadcast services to DISH Network customers in the U.S. Our satellite capacity is currently used by our customers for a variety of applications:

Any termination or reduction in

In 2012, we acquired the right to use various frequencies at the 45 degree west longitude orbital location ("Brazilian Authorization") from ANATEL, the Brazilian communications regulatory agency.

The Brazilian Authorization is intended for use in providing pay-TV services in Brazil.

In September 2013, we announced that we were in discussions with GVT, a subsidiary of Vivendi S.A., to form a joint venture to provide pay-TV services in Brazil with the objective to offer a national service using IPTV and satellite distribution.

In December 2013, we ceased our discussions with GVT, but we remain committed to delivering a unique pay-TV service to Brazil via a high-powered Broadcast Satellite Service ("BSS") satellite.

In December 2013, we acquired 100.0% of Solaris Mobile, which is based in Dublin, Ireland and licensed by the European Union ("EU") and individual EU Member States to provide mobile satellite services and complementary ground component services covering the entire EU using S-band spectrum.

We believe we are well-positioned to commercialize this license due to our access to the TerreStar-2 S-band satellite as well as the mobile satellite systems technology expertise of our Hughes segment.

In December 2013, we amended the T2 Development Agreement with DISH Network to provide for the ability to purchase of the TerreStar-2 satellite, which is designed to provide mobile services using S-band frequencies.

Through the acquisition of Solaris Mobile and the S-band spectrum and our

expertise in developing mobile satellite infrastructures, we expect to accelerate advanced mobile services throughout the EU.

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

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

(1)

See Note 19 in the Notes to Consolidated Financial Statements in Item 15 of this report for further discussion of our related party transactions with DISH Network.

(2)

(3)

(4)

(5)

_EchoStar I, EchoStar VII, EchoStar X, EchoStar XI, EchoStar XIV._ On February 20, 2014, we entered into agreements with DISH Network to implement a transaction pursuant to which, among other things: (i) on March 1, 2014, EchoStar and HSS will issue shares of preferred tracking stock to DISH Network in exchange for five satellites owned by DISH Network (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV) (including related in-orbit incentive obligations and interest payments of approximately $58.9 million) and approximately $11.4 million in cash; and (ii) beginning on March 1, 2014, DISH Network will lease certain satellite capacity on these five satellites (collectively, the "Satellite and Tracking Stock Transaction").

See Note 20 of this Annual Report on Form 10-K for a discussion of our subsequent events.

_EchoStar VI and VIII._ DISH Network leases satellite capacity from us on certain of our satellites.

The leases for the EchoStar VI and VIII satellites expired in accordance with their terms in the first quarter of 2013.

In May 2013, DISH Network began leasing capacity from us on EchoStar VIII as an in-orbit spare.

Effective March 1, 2014, this lease will be converted to a month-to-month lease.

Both parties have the right to terminate this lease with 30 days notice.

Hughes became a new segment as a result of our acquisition of Hughes Communications, Inc. and its subsidiaries (“Hughes Communications”) in June 2011.

_Capitalize on demand for broadband services_.

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

_Expand our set-top box and customers premise equipment__._ We believe opportunities exist to expand our business by selling equipment and services in both the North American and international markets.

_Leverage satellite capacity and related infrastructure__._ We currently have available satellite capacity.

_Develop improved technologies_.

· _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 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.

In addition, our Hughes segment provides turnkey satellite ground segment systems to mobile system operators and point-to-multipoint microwave radio network systems that are used for cellular backhaul and broadband wireless access.

As of December 31, 2012 and 2011, our Hughes segment had approximately 659,000 and 626,000 customers, respectively, that subscribed to our consumer and small/medium enterprise service, HughesNet and dishNET services, and other reseller arrangements.

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

To a lesser extent, we also compete with smaller satellite operators such as Spacenet, Inc., which is a subsidiary of Gilat Satellite Networks Ltd. (“Gilat”).

Gilat and Newtec offer a full line of broadband products and services for enterprise customers, while ViaSat and iDirect offer only broadband products.

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

Our satellite capacity is currently used by our customers for a variety of applications:

In addition, our EchoStar Satellite Services segment could face significant competition from suppliers of terrestrial communications capacity, such as SES, Telesat and StarOne.

Our available satellite capacity provides us, in certain cases, with the ability to initiate new services quickly.

In July 2012, we and DISH Network formed DISH Digital L.L.C. (“DISH Digital”), which is owned two-thirds by DISH Network and one-third by us.

DISH Digital was formed to develop and commercialize certain advanced technologies.

We, DISH Network and DISH Digital entered into the following agreements with respect to DISH Digital: (i) a contribution agreement pursuant to which we and DISH Network contributed certain assets in exchange for our respective ownership interests in DISH Digital; (ii) a limited liability company operating agreement, which provides for the governance of DISH Digital; and (iii) a commercial agreement pursuant to which, among other things, DISH Digital has: (a) certain rights and corresponding obligations with respect to DISH Digital’s business and (b) the right, but not the obligation, to receive certain services from us and DISH Network, respectively.

| | | | | | | Nominal Degree | | Depreciable |

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

| | | | | Launch | | Orbital Location | | Life |

| | | | | | | | | |

| Under Construction (owned) : | | | | | | | | |

| CMBStar | | Other | | Construction Suspended | | | | |

We introduced HughesNet Gen4 broadband Internet services to our customers in North America in October 2012 utilizing EchoStar XVII.

In November 2012, we entered into an agreement with Arianespace, SA to launch multiple new satellites over a multi-year period, which will provide us with launch capacity and flexibility for our satellite program.

Although these failures have impacted the commercial operation of the satellite, EchoStar III was fully depreciated in 2009.

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

On [removed: September 15, 2011, LVL Patent Group, LLC] [added: January 17, 2014, CRFD Research, Inc. ("CRFD")] filed a [removed: suit] [added: complaint] against EchoStar Corporation and our wholly-owned subsidiary, EchoStar Technologies L.L.C., as well as [removed: DISH Network L.L.C. a wholly-owned subsidiary of] [added: against] DISH Network, [added: DISH DBS] and [removed: DirecTV, Inc.] [added: DISH Network L.L.C.,] in [removed: the] United States District Court for the District of [removed: Delaware] [added: Delaware,] alleging infringement of United States Patent No. [removed: 6,044,382, which is entitled “Data Transaction Assembly Server.” DirecTV was dismissed from the case on January 4, 2012.][added: 7,191,233 (the "233 patent").]

On February [removed: 7, 2013, CreateAds] [added: 22, 2012, E-Contact Technologies,] LLC [removed: (“CreateAds”)] [added: ("E-Contact")] filed suit against [added: two of] our [added: indirect] wholly-owned [removed: subsidiary,] [added: subsidiaries,] Hughes [added: Communications, Inc. and Hughes] Network Systems, [removed: LLC] [added: LLC,] in the United States District Court for the [added: Eastern] District of [removed: Delaware] [added: Texas] alleging infringement of United States Patent No. [removed: 5,535,320,] [added: 5,347,579,] which is entitled [removed: “Method of Generating a Visual Design.” CreateAds appears] [added: "Personal Computer Diary." E-Contact appeared] to assert that some portion of HughesNet [removed: web design] [added: email] services [removed: infringes its] [added: infringed that] patent.

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

We [added: intend to vigorously defend this proceeding and] cannot predict with any degree of certainty the outcome of [removed: the suit] [added: this proceeding] or determine the extent of any potential liability or damages.

[removed: We, along with the third-party service provider,] [added: We] 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 [removed: damages.][added: damages, which may include treble damages, as well as an ongoing royalty obligation.]

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

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

[removed: The] [added: A consumer can use the] PrimeTime Anytime feature [removed: 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.

[removed: The] [added: A consumer can use the] AutoHop feature [removed: 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 [removed: show’s] [added: 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 [removed: Corporation] and DISH Network L.L.C. (collectively, [removed: “DISH”)] [added: "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 [removed: DISH’s] [added: DISH's] use of Sling [removed: place-shifting] [added: placeshifting] 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.

As a result of certain [removed: parties’] [added: parties'] competing [added: counterclaims and] 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 [added: and contract] claims regarding the NBC parties are pending in [removed: California, while the contract claims involving NBC are venued in both New York and] California.

On September 21, 2012, the [added: United States District Court for the Central District of] California [removed: court] heard the Fox [removed: plaintiffs’] [added: plaintiffs'] motion for a preliminary injunction to enjoin the [removed: Hopper’s] [added: Hopper set-top box's] PrimeTime [removed: Anytime and AutoHop features.]

[removed: The Court] [added: On September 18, 2013, the New York court] denied that motion.

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

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

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

On February 10, 2010, Nazomi Communications, Inc. [removed: (“Nazomi”)] [added: ("Nazomi")] filed suit against Sling Media, Inc. [removed: (“Sling”),] [added: ("Sling"),] our [removed: indirectly] [added: indirect] wholly owned subsidiary, 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 United States District Court for the Central District of California alleging infringement of United States Patent No. 7,080,362 (the [removed: “362 patent”)] [added: "362 patent")] and United States Patent No. 7,225,436 (the [removed: “436 patent”).][added: "436 patent").]

On August 14, 2012, the [added: United States District] Court [removed: entered an order granting Sling’s] [added: for the Northern District of California, to which the case had earlier been transferred, granted Sling's] motion for summary judgment of non-infringement.

On November 30, 2012, Network Acceleration Technologies, LLC [removed: (“NAT”)] [added: ("NAT")] filed suit against Hughes Network Systems, LLC, our [removed: indirectly] [added: indirect] 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 [removed: “710 patent”),] [added: "710 patent"),] which is entitled [removed: “System] [added: "System] and Method for Preventing Data Slow Down Over Asymmetric Data Transmission [removed: Links.”] [added: Links."] NAT [removed: is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.][added: re-filed its case on July 19, 2013.]

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 [removed: damages.][added: damages, and/or an injunction that could require us to materially modify certain features that we]

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, [removed: “Gemstar”)] [added: "Gemstar")] as a party, and added a new claim [added: 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.]

On August 3, 2012, Premier International Associates, LLC [removed: (“Premier] [added: ("Premier] International [removed: Associates”)] [added: Associates")] filed [removed: a] suit against EchoStar Corporation, our wholly-owned subsidiary EchoStar Technologies L.L.C. and DISH Network and its [added: indirect] 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 [removed: “725 patent”),] [added: "725 patent"),] which is entitled [removed: “List] [added: "List] Building [removed: System.”] [added: System."] The 725 patent relates to a system for building an inventory of audio/visual works.

On December 5, 2012, Greg Jacobi, derivatively on behalf of EchoStar Corporation, filed [removed: a] suit [added: (the "Jacobi Litigation")] against Charles W.

On December 18, 2012, Chester County [removed: Employees’] [added: Employees'] Retirement Fund, derivatively on behalf of EchoStar Corporation, filed a suit [added: (the "Chester County Litigation")] against Charles W.

The complaint similarly alleges that [removed: that] the March 2011 attempted grant of 1.5 million stock options to Charles Ergen breached [removed: defendants’] [added: defendants'] fiduciary duties, resulted in unjust enrichment, and constituted a waste of corporate assets.

Technology Development and [removed: Licensing L.L.C.][added: Licensing, LLC]

On January 22, 2009, Technology Development and [removed: Licensing L.L.C. (“TDL”)] [added: Licensing, LLC ("TDL")] filed suit against EchoStar Corporation and DISH Network in the United States District Court for the Northern District of Illinois alleging infringement of United States Patent No. Re.

On October 11, 2012, TQP [removed: Development] [added: Development,] LLC [removed: (“TQP”)] [added: ("TQP")] filed suit against [removed: EchoStar’s wholly owned subsidiary] [added: our indirectly wholly-owned subsidiary,] Sling Media, Inc. in the United States District Court for the Eastern District of Texas, alleging infringement of United States Patent No. 5,412,730, which is entitled [removed: “Encrypted] [added: "Encrypted] Data Transmission System Employing Means for Randomly Altering the Encryption [removed: Keys.”] [added: Keys."] On November 14, 2012, TQP filed suit in the same venue against [removed: our indirectly wholly owned subsidiary] Hughes Network Systems, LLC, [added: our indirectly wholly owned subsidiary,] alleging infringement of the same patent.

On [removed: December 21, 2012, we] [added: March 27, 2013, Premier International Associates dismissed the action against us] and [added: the] DISH Network [removed: L.L.C. entered into] [added: defendants with prejudice, pursuant to] a settlement [removed: agreement with Vigilos] under which we and [added: the] DISH Network [removed: L.L.C.] [added: defendants] made an immaterial payment in exchange for a license to certain patents and patent applications.

We

We record an accrual for litigation and other loss contingencies when we determine that a loss is probable and the amount of the loss can be reasonably estimated.

Legal fees and other costs of defending litigation are charged to expense as incurred.

California Institute of Technology

On October 1, 2013, the California Institute of Technology ("Caltech") filed suit against two of our indirect wholly-owned subsidiaries, Hughes Communications, Inc. and Hughes Network Systems, LLC, as well as against DISH Network, DISH Network L.L.C., and dishNET Satellite Broadband L.L.C., in the United States District Court for the Central District of California alleging infringement of United States Patent Nos. 7,116,710, 7,421,032, 7,916,781, and 8,284,833, each of which is entitled "Serial Concatenation of Interleaved Convolutional Codes forming Turbo-Like Codes." Caltech appears to assert that encoding data as specified by the DVB-S2 standard infringes, each of the asserted patents.

CRFD Research, Inc. (a subsidiary of Marathon Patent Group, Inc.)

The 233 patent is entitled "System for Automated, Mid-Session, User-Directed, Device-to-Device Session Transfer System," and relates to transferring an ongoing software session from one device to another.

CRFD alleges that certain of our set-top boxes infringe the 233 patent.

On the same day, CRFD filed patent infringement complaints against AT&T Inc., Comcast Corp., DirecTV, Time Warner Cable Inc., Cox Communications, Inc., Level 3 Communications, Inc., Akamai Technologies, Inc., Cablevision Systems Corp. and Limelight Networks, Inc. CRFD is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

currently offer to consumers.

On April 17, 2013, the Court ordered E-Contact to show cause as to why the case should not be dismissed in light of a number of E-Contact's patent claims being invalidated in an associated case, _E-Contact Technologies, Inc. v.

Apple, Inc. et al._, 1:11-cv-432 (E.D. Tex.).

On April 22, 2013, the Court granted a stipulated motion that dismissed with prejudice E-Contact's claims against us, and the matter is now concluded.

Anytime and AutoHop features and, on November 7, 2012, entered an order denying the motion.

The Fox plaintiffs appealed and on July 24, 2013, the United States Court of Appeals for the Ninth Circuit affirmed the denial of the Fox plaintiffs' motion for a preliminary injunction as to the PrimeTime Anytime and AutoHop features.

On August 7, 2013, the Fox plaintiffs filed a petition for rehearing and rehearing en banc, which was denied on January 24, 2014.

On March 27, 2013, at the request of the parties, the United States District Court for the Central District of California granted a stay of all proceedings in the action brought by the NBC plaintiffs, pending resolution of the appeal by the Fox plaintiffs.

Additionally, the CBS plaintiffs have filed a counterclaim alleging that DISH fraudulently concealed the AutoHop feature when negotiating renewal of its CBS retransmission consent agreement.

The ABC plaintiffs appealed, and oral argument on the appeal began on February 20, 2014 before the United States Court of Appeals for the Second Circuit.

In addition, on February 21, 2013, the Fox plaintiffs filed a second motion for preliminary injunction against: (i) DISH, seeking to enjoin the Hopper Transfers™ feature in the second-generation Hopper set-top box, alleging breach of a retransmission consent agreement; and (ii) EchoStar Technologies L.L.C. and DISH, seeking to enjoin the Sling placeshifting functionality in the second-generation Hopper set-top box, alleging copyright infringement by both defendants, and breach of the earlier-mentioned retransmission consent agreement by DISH.

A hearing on that motion was held on April 19, 2013, the Fox plaintiffs' motion was denied on September 23, 2013, and the Fox plaintiffs filed a notice of appeal on October 22, 2013.

The Fox claims are set for trial on January 13, 2015, and the ABC and CBS claims are set to be trial-ready on April 17, 2015.

_Lightsquared/Harbinger Capital Partners LLC (LightSquared Bankruptcy)_

On August 6, 2013, Harbinger Capital Partners LLC and other affiliates of Harbinger (collectively, "Harbinger"), a shareholder of LightSquared Inc., filed an adversary proceeding against EchoStar Corporation, DISH Network Corporation, L-Band Acquisition, LLC ("LBAC"), Charles W.

Ergen (our Chairman), SP Special Opportunities, LLC ("SPSO") (an entity controlled by Mr. Ergen), and certain other parties, in the LightSquared bankruptcy cases pending in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), which cases are jointly administered under the caption In re LightSquared Inc., et.

al., Case No. 12 12080 (SCC).

Harbinger alleged, among other things, claims based on fraud, unfair competition, civil conspiracy and tortious interference with

prospective economic advantage related to certain purchases of LightSquared secured debt by SPSO.

Subsequently, LightSquared intervened to join in certain claims alleged against certain defendants other than EchoStar Corporation, DISH Network Corporation and LBAC.

On October 29, 2013, the Bankruptcy Court dismissed all of the claims against us in Harbinger's complaint in their entirety, but granted leave for LightSquared to file its own complaint in intervention.

On November 15, 2013, LightSquared filed its complaint, which included various claims against EchoStar Corporation, DISH Network Corporation, Mr. Ergen and SPSO.

On December 2, 2013, Harbinger filed an amended complaint, asserting various claims against SPSO.

On December 12, 2013, the Bankruptcy Court dismissed several of the claims asserted by LightSquared and Harbinger.

The surviving claims include, among others, LightSquared's claims against SPSO for declaratory relief, breach of contract and statutory disallowance; LightSquared's tortious interference claim against EchoStar Corporation, DISH Network Corporation and Mr. Ergen; and Harbinger's claim against SPSO for equitable disallowance.

These claims proceeded to a non-jury trial on January 9, 2014, which concluded on January 17, 2014.

The parties are in the process of post-trial briefing and a hearing for closing arguments has been set for March 12, 2014.

On January 10, 2014, the United States Court of Appeals for the Federal Circuit affirmed the District Court's grant of summary judgment.

On February 22, 2013, the Chester County Litigation was transferred to the District of Nevada, and on April 3, 2013, the Chester County Litigation was consolidated into the Jacobi Litigation.

On July 8, 2013, the Court granted a joint motion to dismiss the claims against Sling without prejudice.

Cyberfone Systems, LLC (f/k/a LVL Patent Group, LLC)

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 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.

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

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

Joao Control & Monitoring Systems

During December 2010, Joao Control & Monitoring Systems (“Joao”) filed suit against Sling Media Inc., our indirectly wholly owned subsidiary, 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 United States District Court for the Central District of California alleging infringement of United States Patent Nos. 6,549,130 and 6,587,046.

The abstracts of the patents state that the claims are directed to the remote control of devices and appliances.

During 2011, the case was transferred to the Northern District of California.

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

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

During 2010, the case was transferred to the Northern District of California.

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.

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.

We are being indemnified by DISH Network for any potential liability or damages resulting from this suit relating to the period prior to the effective date of the Spin-off.

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 require us to materially modify certain features of our products.

We intend to vigorously defend these cases.

Sling Media v.

Monsoon Multimedia Inc. and Belkin International Inc.

On January 7, 2013, our indirectly wholly owned subsidiary Sling Media, Inc. filed suit against Monsoon Multimedia Inc. and Belkin International Inc. in the United States District Court for the Northern District of Texas, alleging infringement of U.S. Patent Nos. 7,725,912, “Method for Implementing a Remote Display System with Transcoding;” 7,877,776, “Personal Media Broadcasting System;” 8,051,454, “Personal Media Broadcasting System with Output Buffer;” 8,060,909, “Personal Media Broadcasting System;” and 8,266,657, “Method for Effectively Implementing a Multi-Room Television System.”

We intend to vigorously litigate this case.

We cannot predict with any degree of certainty the outcome of the suit.

Vigilos, LLC

On February 23, 2011, Vigilos, LLC (“Vigilos”) filed suit against EchoStar Corporation, two of our subsidiaries, Sling Media, Inc. and EchoStar Technologies L.L.C., and Monsoon Multimedia, Inc. in the United States District Court for the Eastern District of Texas alleging infringement of 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, United States Patent No. 7,370,074, which is entitled “System and Method for Implementing Open-Protocol Remote Device Control.” Vigilos is an entity that seeks to license an acquired patent portfolio without itself practicing any of the claims recited therein.

The case has been dismissed with prejudice.

UNITED [removed: STATES][added: STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

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

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

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

[removed: o TRANSITION] [added: | ý | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 |]

[added: |] Commission file number: [removed: 001-33807][added: 001-33807 | | |]

EchoStar [removed: Corporation][added: Corporation]

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

| 100 Inverness Terrace [removed: East] [added: East, Englewood, Colorado] | | [added: 80112-5308] |

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

[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | |]

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

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

Yes [removed: x] [added: ý] No o

Yes o No [removed: x][added: ý]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [added: Exchange] Act).

As of June [removed: 29, 2012,] [added: 28, 2013,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $1.038] [added: $1.63] 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: 11, 2013,] [added: 13, 2014,] the [removed: registrant’s] [added: registrant's] outstanding common stock consisted of [removed: 40,111,841] [added: 42,855,812] shares of Class A common stock and 47,687,039 shares of Class B common stock, each $0.001 par value.

Portions of the [removed: registrant’s] [added: registrant's] definitive Proxy Statement to be filed in connection with its [removed: 2013] [added: 2014] Annual Meeting of Shareholders are incorporated by reference in Part III.

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

[removed: | | [Disclosure Regarding Forward Looking Statements](#DisclosureRegardingForwardLooking_164057 "Click to goto ") | i |][added: DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS]

| [added: [](#da49801_item_1._business)] [Item [removed: 1.](#Item1_Business_165307)] [added: 1.](#da49801_item_1._business)] | [removed: [Business](#Item1_Business_165307)] | [removed: 2] [added: [](#da49801_item_1._business) [Business](#da49801_item_1._business)] | [added: | [ 1](#da49801_item_1._business) |]

| [added: [](#dg49801_item_1a._risk_factors)] [Item [removed: 1A.](#Item1a_RiskFactors_165823)] [added: 1A.](#dg49801_item_1a._risk_factors)] | [added: | [](#dg49801_item_1a._risk_factors)] [Risk [removed: Factors](#Item1a_RiskFactors_165823)] [added: Factors](#dg49801_item_1a._risk_factors)] | [removed: 19] | [added: [20](#dg49801_item_1a._risk_factors) |]

| [added: [](#di49801_item_1b._unresolved_staff_comments)] [Item [removed: 1B.](#Item1b_UnresolvedStaffComments_170621)] [added: 1B.](#di49801_item_1b._unresolved_staff_comments)] | [added: | [](#di49801_item_1b._unresolved_staff_comments)] [Unresolved Staff [removed: Comments](#Item1b_UnresolvedStaffComments_170621)] [added: Comments](#di49801_item_1b._unresolved_staff_comments)] | [removed: 37] | [added: [37](#di49801_item_1b._unresolved_staff_comments) |]

| [added: [](#dk49801_item_2._properties)] [Item [removed: 2.](#Item2_Properties_170619)] [added: 2.](#dk49801_item_2._properties)] | [removed: [Properties](#Item2_Properties_170619)] | [removed: 38] [added: [](#dk49801_item_2._properties) [Properties](#dk49801_item_2._properties)] | [added: | [38](#dk49801_item_2._properties) |]

| [added: [](#dk49801_item_3._legal_proceedings)] [Item [removed: 3.](#Item_171005)] [added: 3.](#dk49801_item_3._legal_proceedings)] | [added: | [](#dk49801_item_3._legal_proceedings)] [Legal [removed: Proceedings](#Item_171005)] [added: Proceedings](#dk49801_item_3._legal_proceedings)] | [removed: 39] | [added: [38](#dk49801_item_3._legal_proceedings) |]

| [added: [](#dk49801_item_4._mine_safety_disclosures)] [Item [removed: 4.](#Item4_MineSafetyDisclosures_162512)] [added: 4.](#dk49801_item_4._mine_safety_disclosures)] | [added: | [](#dk49801_item_4._mine_safety_disclosures)] [Mine Safety [removed: Disclosures](#Item4_MineSafetyDisclosures_162512)] [added: Disclosures](#dk49801_item_4._mine_safety_disclosures)] | [removed: 44] | [added: [44](#dk49801_item_4._mine_safety_disclosures) |]

| [added: [](#dm49801_item_5._market_for_registrant___ite04666)] [Item [removed: 5.](#Item5_MarketForRegistrantsCommonE_162514)] [added: 5.](#dm49801_item_5._market_for_registrant___ite04666)] | [added: | [](#dm49801_item_5._market_for_registrant___ite04666)] [Market for [removed: Registrant’s] [added: Registrant's] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5_MarketForRegistrantsCommonE_162514)] [added: Securities](#dm49801_item_5._market_for_registrant___ite04666)] | [removed: 44] | [added: [ 45](#dm49801_item_5._market_for_registrant___ite04666) |]

| [added: [](#dm49801_item_6._selected_financial_data)] [Item [removed: 6.](#Item6_SelectedFinancialData_162535)] [added: 6.](#dm49801_item_6._selected_financial_data)] | [added: | [](#dm49801_item_6._selected_financial_data)] [Selected Financial [removed: Data](#Item6_SelectedFinancialData_162535)] [added: Data](#dm49801_item_6._selected_financial_data)] | [removed: 45] | [added: [45](#dm49801_item_6._selected_financial_data) |]

| [added: [](#do49801_item_7._management_s_discussio__ite03668)] [Item [removed: 7.](#Item7_ManagementsDiscussionAndAna_162810)] [added: 7.](#do49801_item_7._management_s_discussio__ite03668)] | [removed: [Management’s] [added: | [](#do49801_item_7._management_s_discussio__ite03668) [Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7_ManagementsDiscussionAndAna_162810)] [added: Operations](#do49801_item_7._management_s_discussio__ite03668)] | [removed: 46] | [added: [47](#do49801_item_7._management_s_discussio__ite03668) |]

| [added: [](#dw49801_item_7a._quantitative_and_qual__ite02669)] [Item [removed: 7A.](#Item7a_QuantitativeAndQualitative_171003)] [added: 7A.](#dw49801_item_7a._quantitative_and_qual__ite02669)] | [added: | [](#dw49801_item_7a._quantitative_and_qual__ite02669)] [Quantitative and Qualitative Disclosures [removed: About] [added: about] Market [removed: Risk](#Item7a_QuantitativeAndQualitative_171003)] [added: Risk](#dw49801_item_7a._quantitative_and_qual__ite02669)] | [removed: 64] | [added: [77](#dw49801_item_7a._quantitative_and_qual__ite02669) |]

| [added: [](#dw49801_item_8._financial_statements_and_supplementary_data)] [Item [removed: 8.](#Item8_FinancialStatementsAndSuppl_171115)] [added: 8.](#dw49801_item_8._financial_statements_and_supplementary_data)] | [added: | [](#dw49801_item_8._financial_statements_and_supplementary_data)] [Financial Statements and Supplementary [removed: Data](#Item8_FinancialStatementsAndSuppl_171115)] [added: Data](#dw49801_item_8._financial_statements_and_supplementary_data)] | [removed: 66] | [added: [79](#dw49801_item_8._financial_statements_and_supplementary_data) |]

| [added: [](#dw49801_item_9._changes_in_and_disagre__ite03576)] [Item [removed: 9.](#Item9_ChangesInAndDisagreementsWi_171119)] [added: 9.](#dw49801_item_9._changes_in_and_disagre__ite03576)] | [added: | [](#dw49801_item_9._changes_in_and_disagre__ite03576)] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9_ChangesInAndDisagreementsWi_171119)] [added: Disclosure](#dw49801_item_9._changes_in_and_disagre__ite03576)] | [removed: 66] | [added: [79](#dw49801_item_9._changes_in_and_disagre__ite03576) |]

| [added: [](#dw49801_item_9a._controls_and_procedures)] [Item [removed: 9A.](#Item9a_ControlsAndProcedures_171121)] [added: 9A.](#dw49801_item_9a._controls_and_procedures)] | [added: | [](#dw49801_item_9a._controls_and_procedures)] [Controls and [removed: Procedures](#Item9a_ControlsAndProcedures_171121)] [added: Procedures](#dw49801_item_9a._controls_and_procedures)] | [removed: 66] | [added: [79](#dw49801_item_9a._controls_and_procedures) |]

| [added: [](#dw49801_item_9b._other_information)] [Item [removed: 9B.](#Item9b_OtherInformation_171933)] [added: 9B.](#dw49801_item_9b._other_information)] | [added: | [](#dw49801_item_9b._other_information)] [Other [removed: Information](#Item9b_OtherInformation_171933)] [added: Information](#dw49801_item_9b._other_information)] | [removed: 67] | [added: [80](#dw49801_item_9b._other_information) |]

| [added: [](#dw49801_item_10._directors,_executive___ite02336)] [Item [removed: 10.](#Item10_DirectorsExecutiveOfficers_171936)] [added: 10.](#dw49801_item_10._directors,_executive___ite02336)] | [added: | [](#dw49801_item_10._directors,_executive___ite02336)] [Directors, Executive Officers and Corporate [removed: Governance](#Item10_DirectorsExecutiveOfficers_171936)] [added: Governance](#dw49801_item_10._directors,_executive___ite02336)] | [removed: 67] | [added: [ 82](#dw49801_item_10._directors,_executive___ite02336) |]

| [added: [](#dw49801_item_11._executive_compensation)] [Item [removed: 11.](#Item11_ExecutiveCompensation_171938)] [added: 11.](#dw49801_item_11._executive_compensation)] | [added: | [](#dw49801_item_11._executive_compensation)] [Executive [removed: Compensation](#Item11_ExecutiveCompensation_171938)] [added: Compensation](#dw49801_item_11._executive_compensation)] | [removed: 67] | [added: [82](#dw49801_item_11._executive_compensation) |]

| [added: [](#dw49801_item_12._security_ownership_of__ite04004)] [Item [removed: 12.](#Item12_SecurityOwnershipOfCertain_171939)] [added: 12.](#dw49801_item_12._security_ownership_of__ite04004)] | [added: | [](#dw49801_item_12._security_ownership_of__ite04004)] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12_SecurityOwnershipOfCertain_171939)] [added: Matters](#dw49801_item_12._security_ownership_of__ite04004)] | [removed: 67] | [added: [82](#dw49801_item_12._security_ownership_of__ite04004) |]

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[EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#ea49801_exhibits,_financial_statement_schedules)

[TABLE OF CONTENTS 3](#index_to)

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| [](#da49801_part_i) [PART I](#da49801_part_i) | | | | |

| [](#dm49801_part_ii) [PART II](#dm49801_part_ii) | | | | |

| [](#dw49801_part_iii) [PART III](#dw49801_part_iii) | | | | |

| [](#ea49801_part_iv) [PART IV](#ea49801_part_iv) | | | | |

| | | [](#ec49801_signatures) [Signatures](#ec49801_signatures) | | [90](#ec49801_signatures) |

Risk Factors of this Annual Report on Form 10-K.

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

10-K 1 a12-28611_110k.htm 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

FOR THE TRANSITION PERIOD FROM TO .

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| Englewood, Colorado | | 80112-5308 |

| Large accelerated filer x | | Accelerated filer o |

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| (Do not check if a smaller reporting company) | | |

| [PART I](#Parti_165300 "Click to goto ") | | |

| [PART II](#Partii_162513 "Click to goto ") | | |

| [PART III](#PartIii_171935 "Click to goto ") | | |

| [PART IV](#Partiv_173247 "Click to goto ") | | |

| | [Signatures](#Signatures_173800 "Click to goto ") | 76 |

· Economic weakness, including high unemployment and reduced consumer spending, may adversely affect our ability to grow or maintain our business.

· Our future financial performance depends in part on our ability to penetrate new international markets for digital set-top boxes.

· The digital set-top box industry is extremely competitive.

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

· We currently face competition from established competitors in the satellite service business and may face competition from others in the future.

· The network communications market is highly competitive.

We may be unsuccessful in competing effectively against other terrestrial and satellite broadband and network providers.

· We may not be aware of certain foreign government laws or regulations or changes to them which could have a significant adverse impact on our business.

· 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 operations.

· We cannot assure you that there will not be deficiencies leading to material weaknesses in our internal control over financial reporting.

· We have not been an independent company for a significant amount of time and we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company.

· Although we expect that the Hughes Acquisition will benefit us, those expected benefits may not occur because of the complexity of integration and other challenges.

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

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

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

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

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

| [removed: New York, New York] [added: San Diego, California] | | [removed: ET] [added: Hughes] | | Leased | | Engineering and sales offices |

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

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

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

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

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

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

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

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

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

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

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

| Mt. Jackson, [removed: Virginia (1)] [added: Virginia(1)] | | ET/ESS | | Owned | | Regional digital broadcast operations center |

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

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

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

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

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

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

[removed: (2)] These properties are used by subsidiaries that are less than wholly-owned by the Company.

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

[removed: (4)] In addition to the above properties, we lease rack and roof top space in 210 designated market areas throughout the U.S. [added: as well as San Juan, Puerto Rico] to collect and broadcast local channels that are used by the ET segment.

| | | | | | | |

| Mustang Ridge, Texas(1) | | ET/ESS | | Owned | | Micro digital broadcast operations center |

(1)

(2)

(3)

(4)

| American Fork, Utah | | ET | | Leased | | Engineering offices |

| Almelo, The Netherlands | | ET | | Owned | | Engineering offices and warehouse |

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

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

(5) See Note 19 in the Notes to our Consolidated Financial Statements in Item 15 of this report for further discussion of our Related Party Transactions with DISH Network.

PART [removed: II][added: II]

_Market Information._ Our Class A common stock is quoted on the Nasdaq Global Select Market [added: ("Nasdaq")] under the symbol [removed: “SATS.”] [added: "SATS."] The high and low closing sale prices of our Class A common stock during [removed: 2012] [added: 2013] and [removed: 2011] [added: 2012] on [removed: the] Nasdaq [removed: Global Select Market] (as reported by Nasdaq) are set forth below.

| [removed: 2011] [added: 2013] | | High | | | Low | | |

[added: _Holders._] As of February [removed: 11, 2013,] [added: 13, 2014,] there were approximately [removed: 10,665] [added: 10,311] 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: 11, 2013, 41,040,391] [added: 13, 2014, 41,948,568] 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: 6,646,648] [added: 5,738,471] were held in a trust for members of Mr. [removed: Ergen’s] [added: Ergen's] family.

See further discussion under [removed: “Item] [added: Item] 7.

[removed: Management’s] [added: Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations — Liquidity] [added: Operations—Liquidity] and Capital [removed: Resources”] [added: Resources] in this Annual Report on Form 10-K.

_Securities Authorized for Issuance Under Equity Compensation Plans._ See [removed: “Item] [added: Item] 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters”] [added: Matters] in this Annual Report on Form 10-K.

Pursuant to a stock repurchase plan approved by our Board of Directors, we are authorized to repurchase up to [removed: $500] [added: $500.0] million of our outstanding shares of Class A common stock through [added: and including] December 31, [removed: 2013.][added: 2014.]

[removed: During] [added: For] the years ended December 31, [added: 2013,] 2012 and 2011, we did not repurchase any common stock under this plan.

| | | | | | | | |

| First Quarter | | $ | 39.99 | | $ | 32.55 | |

| Second Quarter | | $ | 40.98 | | $ | 36.92 | |

| Third Quarter | | $ | 45.50 | | $ | 37.22 | |

| Fourth Quarter | | $ | 51.60 | | $ | 44.17 | |

| | | | | | | | |

| First Quarter | | $ | 37.85 | | $ | 25.47 | |

| Second Quarter | | $ | 37.62 | | $ | 32.00 | |

| Third Quarter | | $ | 38.36 | | $ | 21.36 | |

| Fourth Quarter | | $ | 26.80 | | $ | 20.35 | |

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

The accompanying consolidated financial statements for [removed: 2012] [added: 2013] have been prepared in accordance with [added: generally accepted accounting principles in] the United States [removed: Generally Accepted Accounting Principles (“GAAP”).][added: ("GAAP") included in our Consolidated]

On June 8, 2011, we completed the acquisition of Hughes Communications, Inc. and its subsidiaries [removed: (“Hughes Communications”).][added: ("the Hughes Acquisition").]

Therefore, our financial position as of December 31, [removed: 2012] [added: 2013, 2012, and 2011] is not comparable to our financial [removed: positions] [added: position] as of December 31, [removed: 2010, 2009] [added: 2010] and [removed: 2008,] [added: 2009,] and our results of operations for the [removed: year] [added: years] ended December 31, [added: 2013 and] 2012 are not comparable to our results of operations for the years ended December 31, 2011, [removed: 2010, 2009] [added: 2010] and [removed: 2008.][added: 2009.]

See Note 15 in the Notes to [removed: our] Consolidated Financial Statements in Item 15 of this report for further discussion of the Hughes Acquisition.

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

| Statements of Operations Data: | | [added: 2013 | | |] 2012 | | | 2011 | | | 2010 | | | 2009 | | | [removed: 2008 | | |]

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

| Revenue | | $ | [removed: 3,121,704] [added: 3,282,452] | | $ | [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] | |

| Total costs and expenses | | [removed: 3,021,818] | [added: 3,178,865] | | [removed: 2,680,593] | [added: 3,021,818] | | [removed: 2,208,044] | [added: 2,680,593] | | [removed: 1,898,667] | [added: 2,208,044] | | [removed: 2,791,114] | [added: 1,898,667] | |

| Operating income [removed: (loss)] | | $ | [removed: 99,886] [added: 103,587] | | $ | [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: )] |

| Net income [removed: (loss)] attributable to EchoStar | | $ | [removed: 211,048] [added: 2,525] | | $ | [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: )] |

| Basic and diluted net income [removed: (loss)] attributable to EchoStar | | $ | [removed: 211,048] [added: 2,525] | | $ | [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: )] |

| Basic weighted-average common shares outstanding | | [removed: 87,150] | [added: 89,405] | | [removed: 86,223] | [added: 87,150] | | [removed: 85,084] | [added: 86,223] | | [removed: 85,765] | [added: 85,084] | | [removed: 89,324] | [added: 85,765] | |

| Diluted weighted-average common shares outstanding | | [removed: 87,959] | [added: 90,952] | | [removed: 87,089] | [added: 87,959] | | [removed: 85,203] | [added: 87,089] | | [removed: 86,059] | [added: 85,203] | | [removed: 89,324] | [added: 86,059] | |

| Basic net income [removed: (loss)] per share attributable to EchoStar | | $ | [removed: 2.42] [added: 0.03] | | $ | [removed: 0.04] [added: 2.42] | | $ | [removed: 2.40] [added: 0.04] | | $ | [removed: 4.25] [added: 2.40] | | $ | [removed: (10.73] [added: 4.25] | [removed: )] |

| Diluted net income [removed: (loss)] per share attributable to EchoStar | | $ | [removed: 2.40] [added: 0.03] | | $ | [removed: 0.04] [added: 2.40] | | $ | [removed: 2.40] [added: 0.04] | | $ | [removed: 4.24] [added: 2.40] | | $ | [removed: (10.73] [added: 4.24] | [removed: )] |

| Balance Sheet Data: | | [added: 2013 | | |] 2012 | | | 2011 | | | 2010 | | | 2009 | | | [removed: 2008 | | |]

| Cash, cash equivalents and current marketable securities | | $ | [removed: 1,547,565] [added: 1,620,652] | | $ | [removed: 1,696,442] [added: 1,547,565] | | $ | [removed: 1,130,900] [added: 1,696,442] | | $ | [removed: 829,162] [added: 1,130,900] | | $ | [removed: 828,661] [added: 829,162] | |

| Total assets | | $ | [removed: 6,600,233] [added: 6,701,963] | | $ | [removed: 6,543,737] [added: 6,600,233] | | $ | [removed: 3,842,020] [added: 6,543,737] | | $ | [removed: 3,468,068] [added: 3,842,020] | | $ | [removed: 2,889,799] [added: 3,468,068] | |

| Total debt and capital lease obligations | | $ | [removed: 2,488,499] [added: 2,422,388] | | $ | [removed: 2,528,654] [added: 2,488,499] | | $ | [removed: 406,570] [added: 2,528,654] | | $ | [removed: 439,399] [added: 406,570] | | $ | [removed: 338,862] [added: 439,399] | |

| Total [removed: stockholders’] [added: stockholders'] equity | | $ | [removed: 3,150,227] [added: 3,226,231] | | $ | [removed: 3,051,626] [added: 3,150,227] | | $ | [removed: 3,013,190] [added: 3,051,626] | | $ | [removed: 2,664,850] [added: 3,013,190] | | $ | [removed: 2,211,586] [added: 2,664,850] | |

| Cash Flow Data: | | [added: 2013 | | |] 2012 | | | 2011 | | | 2010 | | | 2009 | | | [removed: 2008 | | |]

| Operating activities | | $ | [removed: 505,149] [added: 450,507] | | $ | [removed: 447,018] [added: 505,149] | | $ | [removed: 404,015] [added: 447,018] | | $ | [removed: 196,276] [added: 404,015] | | $ | [removed: 118,048] [added: 196,276] | |

| Investing activities | | $ | [removed: (346,781] [added: (570,289] | ) | $ | [removed: (1,888,045] [added: (346,781] | ) | $ | [removed: (238,558] [added: (1,888,045] | ) | $ | [removed: (114,278] [added: (238,558] | ) | $ | [removed: (569,742] [added: (114,278] | ) |

| Financing activities | | $ | [added: 18,326 | | $ |] (43,976 | ) | $ | 1,913,547 | | $ | (46,973 | ) | $ | (83,135 | ) | [removed: $ | 435,079 | |]

[removed: Item 7. MANAGEMENT’S] [added: MANAGEMENT'S] DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS][added: OPERATIONS]

_You should read the following [removed: management’s discussion_ _and analysis_ _of] [added: management's discussion and analysis of] our financial condition and results of operations together with the audited consolidated financial statements and notes to our financial statements included elsewhere in this annual report.

This [removed: management’s] [added: management's] discussion and analysis is intended to help provide an understanding of our financial condition, changes in our financial condition and our results of [removed: operations] [added: operations,] and contains forward-looking statements that involve [removed: risks] [added: risks, uncertainties] and [removed: uncertainties.][added: assumptions.]

Our actual results [removed: could] [added: may] differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under the caption [removed: “Item] [added: Item] 1A.

Risk [removed: Factors”] [added: Factors] in this Annual Report on Form [removed: 10-K._][added: 10-K.]