EchoStar (ECHO) 10-K risk factor changes: FY2021 vs FY2020

The effects of the COVID-19 pandemic have disrupted our and our customers’, suppliers’, vendors’ and other business partners’ and investees’ businesses, and have delayed the manufacture and deployment of our [removed: satellites.][added: satellites, specifically our EchoStar XXIV satellite.]

This limitation on capacity [removed: may result] [added: has resulted] in our subscribers experiencing slower speeds, which, in turn, [removed: could result] [added: has resulted] in higher [removed: churn and may negatively affect our business.][added: churn.]

At present, until the launch and operation of additional satellites that our systems can utilize, there is limited additional capacity in North [added: America and in certain areas of Latin] America, including within our own fleet of satellites, which could materially and adversely affect our ability to provide services to customers and grow our revenue and business.

[removed: If we change or lose suppliers, we could experience a delay in manufacturing] [added: In addition, if either] our [removed: products,] [added: current suppliers] or [added: any new suppliers increase prices beyond what] we [added: currently pay, we] may be unable to produce our products at competitive prices and we may be unable to satisfy demand from our customers.

Our sales outside the U.S. accounted for [removed: 19.6%, 20.4%] [added: 21.4%, 19.6%] and [removed: 19.2%] [added: 20.4%] of our revenue for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] our total indebtedness was [removed: $2.4] [added: $1.5] billion.

The indentures governing the Hughes Satellite Systems Corporation (“HSSC”) [removed: 7 5/8% Senior Notes due 2021,] 5.250% Senior Secured Notes due August 1, 2026 and 6.625% Senior Unsecured Notes due August 1, 2026 contain various covenants, subject to certain exceptions, that limit HSSC’s ability and/or certain of its subsidiaries’ ability to, among other things:

If certain events of default occur and are continuing under the respective indenture, the trustee under that indenture or the requisite holders of the notes under that indenture may declare all such notes to [removed: be immediately due and payable and, in the case of the indenture governing our secured notes, could proceed against the collateral that secures the secured notes.]

Our satellites under [removed: construction] [added: construction, including the EchoStar XXIV satellite,] are subject to risks related to construction, technology, regulations and launch that could limit our ability to utilize these satellites, increase costs and adversely affect our business.

Satellite construction and launch are subject to significant risks, including [added: manufacturing and delivery] delays, anomalies, launch failure and incorrect orbital placement.

Such significant delays [added: have and] could [added: in the future] materially affect our business, our ability to meet regulatory or contractual required milestones, the availability and our use of other or replacement satellite resources and our ability to provide services to customers.

We may have little or no ability to determine in advance whether any such technology infringes the intellectual property rights of others, or whether such suppliers have obtained or continue to obtain the appropriate [added: licenses or other intellectual property rights to use such technology.]

Ergen, our Chairman, beneficially owns approximately [removed: 54%] [added: 58%] of our total equity securities (assuming conversion of the Class B common stock beneficially owned by Mr. Ergen into Class A common stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February [removed: 11, 2021)] [added: 15, 2022)] and beneficially owns approximately [removed: 92%] [added: 93%] of the total voting power of all classes of shares (assuming no conversion of any Class B common stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, February [removed: 11, 2021).][added: 15, 2022).]

It may be difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders, because of our capital [removed: structure and certain provisions of the BSS Transaction.][added: structure.]

As discussed above, Mr. Ergen beneficially owns approximately [removed: 54%] [added: 58%] of our total equity securities and approximately [removed: 92%] [added: 93%] of the total voting power of all classes of shares and such ownership may make it impractical for any third party to obtain control of us.

If we change or lose suppliers, we could experience a delay in manufacturing our products.

Additionally, we are seeing increasing inflationary price pressure and where we have fixed-price customer contracts, we may have to absorb the increased costs.

The costs incurred for these services may increase due to a shortage of experienced workers and higher salaries required to recruit and retain a skilled third-party workforce.

be immediately due and payable and, in the case of the indenture governing our secured notes, could proceed against the collateral that secures the secured notes.

We may not be able to prevent or mitigate the impacts of anomalies in the future.

For example, we have seen delays in the delivery calendar for EchoStar XXIV.

In addition, we may not be able to obtain launch insurance on reasonable economic terms or at all.

If we do obtain launch insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.

The confidentiality, integrity, and availability of our services and products depends on the continuing operation of our information technology and other enabling systems.

Our systems are vulnerable to damage, intrusion, or disruption from criminal and/or terrorist attacks, natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, pandemics like COVID-19 and power loss, telecommunications failures, computer viruses, ransomware attacks, digital denial of service attacks, phishing, or other attempts to injure or maliciously access our systems.

Some of our systems are not fully redundant, and disaster recovery planning cannot account for all possibilities.

In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in or failure of our services or systems.

Our international businesses expose us to additional risks that could harm our business.

Our international operations continue to grow.

In addition to risks described elsewhere in this segment, our international businesses expose us to other risks, including but not limited to the following:

- Data privacy and security concerns relating to our technology and our practices could damage our reputation, cause us to incur significant liability, and deter current and potential users or customers from using our products and services.

- Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure of our user data which could harm our business reputation.

- Concerns about our practices about the collection, use, disclosure, or security of personal information or other data-privacy-related matters, even if unsubstantiated, could harm our reputation and financial condition.

Our policies and practices may change over time as expectations regarding privacy and data change.

We experience cyber-attacks and other attempts to gain unauthorized access to our systems on a consistent basis.

We have experienced, and may experience in the future, security issues, whether due to insider error or malfeasance or system errors or vulnerabilities in our or our 3rd parties’ systems, which could result in substantial legal and financial exposure, government inquiries and enforcement actions, litigation, and unfavorable media coverage.

We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures.

Attacks and security issues could also compromise trade secrets and other sensitive information.

Our ongoing investments in security will likely continue to identify new vulnerabilities within our services and products.

In addition to our efforts to mitigate cyber-attacks, we are making significant investments to assure that our products are resistant to compromise.

As a result of these efforts, we could discover new vulnerabilities within our products and systems that would be undesirable for our users and customers.

We may not discover all such vulnerabilities due to the scale of activities on our platforms, or due to other factors, including but not limited to issues outside of our control such as natural disasters or pandemic (including COVID-19), and we may be notified of such vulnerabilities via third parties.

Any of the foregoing developments may negatively affect user and customer trust, harm our reputation and brands, and adversely affect our business and financial results.

Any such developments may also subject us to litigation and regulatory inquiries, which could result in monetary penalties and damages, distract management’s time and attention, and lead to enhanced regulatory oversight.

We currently have backup systems and technology in place to safeguard our antennas and protect our ground infrastructure during natural disasters, but the possibility still exists that our ground infrastructure and/or our other and our vendors’ infrastructure, equipment and facilities could be impacted during a major natural disaster.

Although we work closely with the satellite manufacturers to determine and eliminate the cause of anomalies in new satellites and provide for redundancies of many critical components in the satellites, we may not be able to prevent the impacts of anomalies in the future.

licenses or other intellectual property rights to use such technology.

We are exposed to significant cybersecurity threats and risks.

We and third parties with whom we work face a constantly evolving landscape of cybersecurity threats in which hackers and other parties use a complex assortment of techniques and methods to execute cyberattacks.

Cybersecurity incidents have increased significantly in quantity and severity and are expected to continue to increase.

Additionally, the risk of cyberattacks and compromises will likely increase as we continue to expand our business into other areas of the world outside of North America, some of which are still developing their cybersecurity infrastructure maturity.

Should we be affected by a material cyber-related incident, we may incur substantial costs and suffer other material negative consequences.

Our business is subject to varying degrees of regulation that include programs designed to review our protections against cybersecurity threats and risks.

If it is determined that our systems do not reasonably protect our partners’ assets and data and/or that we have violated these regulations, we could be subject to enforcement activity and sanctions.

We expect to continue to incur increasing costs in preparing our infrastructure and maintaining it to resist cyberattacks.

There can be no assurance that we can successfully detect, deter, prevent or mitigate the effects of cyberattacks, any of which could have a material adverse effect on our business, costs, operations, prospects, results of operation or financial position.

Furthermore, the amount and scope of insurance that we maintain against losses resulting from these events may not be sufficient to compensate us adequately for any disruptions to our business or otherwise cover our losses, including reputational harm and negative publicity as well as any litigation liability.

Certain of our directors and executive officers have interests in the BSS Transaction that may be different from, or in addition to, those of our other stockholders.

Certain of our directors and executive officers have interests in the BSS Transaction that may be different from, or in addition to, the interests of our stockholders generally.

Our directors and executive officers who own shares of our common stock participated in the Distribution and the Merger on the same terms as our other stockholders.

Additionally, Mr. Ergen, is a director and Chairman of both us and DISH.

The EchoStar parties that approved the BSS Transaction, were aware of and considered these interests, among other things, in deciding to approve the terms of the Master Transaction Agreement and the BSS Transaction.

A putative class action lawsuit relating to the BSS Transaction has been filed against us, DISH Network, Mr. Ergen and certain of our officers.

On July 2, 2019, a complaint was filed by purported EchoStar stockholders.

See Note 19 in our Accompanying Consolidated Financial Statements for more information about litigation related to the BSS Transaction.

An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

We might not be able to engage in certain strategic transactions because we have agreed to certain restrictions to comply with U.S. federal income tax requirements for a tax‑free spin‑off.

To preserve the intended tax treatment of the Distribution, we have agreed to comply with certain restrictions under current U.S. federal income tax laws for spin‑offs.

These restrictions could prevent us from pursuing otherwise attractive business opportunities and/or harm our business, financial results and operations.

If these restrictions, among others, are not followed, the Distribution could be taxable to us and possibly our stockholders.

Additionally, in order to preserve the intended tax treatment of the Distribution, we have agreed to comply with certain restrictions under current U.S. federal income tax laws for spin‑offs, including, refraining from engaging in certain transactions that would result in a fifty percent or greater change by vote or by value in our stock ownership.

This restriction could discourage third parties from seeking to acquire us.

| | | | | | | For the years ended December 31, | | | | | | | | | | | | Variance | | | [removed: | | | | | |]

(2) A reconciliation of EBITDA to Net income (loss), the most directly comparable U.S. GAAP measure in our [removed: Accompanying] Consolidated Financial Statements, is included in Results of Operations.

The following discussion relates to our [removed: continuing] [added: results of] operations for the years ended December 31, 2020 and [removed: 2019 unless otherwise stated.][added: 2019.]

[removed: Equipment revenue.] Equipment revenue totaled $205.6 million for the year ended December 31, 2020, a decrease of $61.2 million, or 22.9%, as compared to 2019.

[removed: Cost of sales - services and other.] Cost of sales - services and other totaled $577.9 million for the year ended December 31, 2020, an increase of $16.6 million, or 3.0%, as compared to 2019.

[removed: Cost of sales - equipment.] Cost of sales - equipment totaled $166.4 million for the year ended December 31, 2020, a decrease of $59.6 million, or 26.4%, as compared to 2019.

[removed: Selling, general and administrative expenses.] Selling, general and administrative expenses totaled $474.9 million for the year ended December 31, 2020, a decrease of $34.2 million, or 6.7%, as compared to 2019.

[removed: Depreciation and amortization.] Depreciation and amortization expenses totaled $525.0 million for the year ended December 31, 2020, an increase of $34.2 million, or 7.0%, as compared to 2019.

[added: Impairment of long-lived assets.] Impairment of long-lived assets totaled $1.7 million for the year ended December 31, 2020, attributable to an impairment loss related to our nano-satellites which experienced technical anomalies following launch.

Gains (losses) on investments, net. Gains (losses) on investments, net [removed: were] [added: totaled] $31.3 million in losses for the year ended December 31, 2020, as compared to $28.9 million in gains for the year ended December 31, 2019, a negative change of $60.2 million.

Net income (loss) attributable to EchoStar Corporation common [removed: stock.][added: stock. The following table reconciles the change in Net income (loss) attributable to EchoStar Corporation common stock:]

| [removed: Increase (decrease)] [added: Decrease (increase)] in net [removed: income (loss)] [added: loss (income)] attributable to non-controlling [removed: interest] [added: interests] | | | | | | 419 | | |

The following table reconciles EBITDA to Net income (loss), the most directly comparable U.S. GAAP measure in our [removed: Accompanying] Consolidated Financial Statements:

| | | | | | | 2020 | | | | | | 2019 | | | | | | Amount | | | | | | % | | | [added: | | |]

EBITDA was [removed: $616.9] [added: $7.9] million for the year ended December 31, 2020, an increase of [removed: $39.3] [added: $0.9] million, or [removed: 6.8%,] [added: 12.6%,] as compared to [removed: 2019 as set forth in] [added: 2019, primarily due to] the [removed: following table:][added: increase in overall ESS segment revenue.]

The following tables present our [removed: operating results,] [added: total revenue,] capital expenditures and EBITDA by segment for the year ended December 31, 2020, as compared to the year ended December 31, 2019:

| [removed: For the year ended December 31, 2019] | | | | | | [removed: | | | | | |] [added: For the years ended December 31,] | | | | | | | | | | | | [added: Variance] | | |

| Total revenue | | | | | | $ | 1,860,834 | | | | | $ | 1,852,742 | | | | | $ | 8,092 | | | | | 0.4 | | | [added: | | |]

| Capital expenditures | | | | | | 355,197 | | | | | | 308,781 | | | | | | 46,416 | | | | | | 15.0 | | | [added: | | |]

| EBITDA | | | | | | 727,608 | | | | | | 625,660 | | | | | | 101,948 | | | | | | 16.3 | | | [added: | | |]

*Corporate and [removed: Other*][added: Other Segment*]

Total revenue was $9.7 million for the year ended December 31, 2020, a decrease of $7.4 million, or 43.4%, as compared to [removed: 2019] [added: 2019,] which was primarily attributable to a decrease in income from certain real estate previously leased to DISH Network and transferred as part of the BSS Transaction.

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | Amounts | | | | | | % | | |

Cash, Cash Equivalents and [removed: Current] Marketable Investment Securities

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our cash, cash equivalents and marketable investment securities totaled [removed: $2.5] [added: $1.5] billion and $2.5 billion, respectively, of which [removed: $1.6] [added: $1.0] billion and [removed: $0.9] [added: $1.6] billion, respectively, we held as marketable investment securities, consisting of various debt and equity instruments including corporate bonds, corporate equity securities, government bonds and mutual funds.

The following discussion highlights our cash flow activities, which include results from continuing and discontinued operations, for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018*.*][added: 2019.]

The following table summarizes our contractual obligations as of December 31, [removed: 2020:][added: 2021:]

| | | | | | | Total [added: (6)(7)] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | |

| Long-term debt [added: (1)] | | | | | | $ | [removed: 2,400,000] [added: 1,500,000] | | | | | $ | [removed: 900,000] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 1,500,000] | | | | | $ | [removed: 1,500,000] [added: —] | |

| Interest on long-term debt [added: (2)] | | | | | | [removed: 568,711] [added: 445,315] | | | | | | [removed: 123,396] [added: 89,063] | | | | | | 89,063 | | | | | | 89,063 | | | | | | 89,063 | | | | | | 89,063 | | | | | | [removed: 89,063] [added: —] | | |

| Finance lease obligations [added: (5)] | | | | | | [removed: 608] [added: 130] | | | | | | [removed: 472] [added: 130] | | | | | | [removed: 136] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

[added: (6)] The table [removed: above does not include] [added: excludes] amounts related to deferred tax liabilities, unrecognized tax positions and certain other amounts recorded in our non-current liabilities as the timing of any payments is uncertain.

[added: (7)] The table [removed: also] excludes long-term deferred revenue and other long-term liabilities that do not require future cash payments.

[removed: Additionally, our satellite-related commitments include] [added: (3) Includes] payments pursuant [removed: to] [added: to: i)] agreements for the construction of the EchoStar XXIV satellite, [removed: payments pursuant to] [added: ii)] the EchoStar XXIV launch contract, [removed: payments pursuant to] [added: iii)] regulatory authorizations, non-lease costs associated with our finance lease satellites, in-orbit incentives relating to certain satellites and commitments for satellite service arrangements.

As of December 31, [removed: 2020,] [added: 2021,] we had foreign currency forward contracts with a notional value of [removed: $12.1] [added: $12.8] million in place to partially mitigate foreign currency exchange risk.

The following table presents the components of our letters of credit as of December 31, [removed: 2020:][added: 2021:]

| Restricted cash | | | | | | $ | [removed: 9,159] [added: 13,290] | |

| Insurance bonds | | | | | | [removed: 19,251] [added: 4,120] | | |

| Credit arrangement available to our foreign subsidiaries | | | | | | [removed: 31,210] [added: 30,775] | | |

| Total letters of credit | | | | | | $ | [removed: 59,620] [added: 48,185] | |

The following table reconciles the change in EBITDA:

The following table reconciles the change in the Hughes Segment EBITDA:

| | | | | | | 2020 | | | | | | 2019 | | | | | | Amounts | | | | | | % | | |

| | | | | | | 2020 | | | | | | 2019 | | | | | | Amounts | | | | | | % | | |

The following table reconciles the change in the Corporate and Other Segment EBITDA:

The following table summarizes our cash flows provided by (used for) operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows:

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

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

| | | | | | | 2021 | | | | | | 2020 | | | | | | | | |

| Operating activities | | | | | | $ | 632,226 | | | | | $ | 534,388 | | | | | $ | 97,838 | |

| Investing activities | | | | | | 158,930 | | | | | | (1,142,455) | | | | | | 1,301,385 | | |

| Financing activities | | | | | | (1,147,345) | | | | | | (15,620) | | | | | | (1,131,725) | | |

| Effect of exchange rates on cash and cash equivalents | | | | | | (3,749) | | | | | | (1,390) | | | | | | (2,359) | | |

| Net increase (decrease) in cash and cash equivalents | | | | | | $ | (359,938) | | | | | $ | (625,077) | | | | | $ | 265,139 | |

Cash flows provided by (used for) operating activities increased by $97.8 million primarily attributable to changes in net income (loss) of $114.6 million, gains (losses) on investments, net of $(100.8) million, foreign currency translation losses (gains), net of $18.6 million, deferred tax provision (benefit), net of $19.5 million, other-than-temporary impairment losses on equity method investments of $55.3 million, and changes in assets and liabilities, net of $(1.3) million.

Cash flows provided by (used for) investing activities increased by $1.3 billion primarily attributable to our marketable investment securities net activity, other investments net activity and an increase in expenditures for property and equipment.

Cash flows provided by (used for) financing activities decreased by $1.1 billion primarily attributable to the repurchase and maturity of our 7 5/8% Senior Unsecured Notes due 2021 of $(901.8) million and treasury share repurchases of $(261.4) million.

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

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

| | | | | | | 2020 | | | | | | 2019 | | | | | | | | |

| Operating activities | | | | | | $ | 534,388 | | | | | $ | 656,322 | | | | | $ | (121,934) | |

| Investing activities | | | | | | (1,142,455) | | | | | | 821,958 | | | | | | (1,964,413) | | |

| Financing activities | | | | | | (15,620) | | | | | | (885,311) | | | | | | 869,691 | | |

| Effect of exchange rates on cash and cash equivalents | | | | | | (1,390) | | | | | | (575) | | | | | | (815) | | |

| Net increase (decrease) in cash and cash equivalents | | | | | | $ | (625,077) | | | | | $ | 592,394 | | | | | $ | (1,217,471) | |

Cash flows provided by (used for) operating activities decreased by $121.9 million primarily attributable to changes in net income (loss) of $22.3 million, depreciation and amortization of $63.2 million, gains (losses) on investments, net of $60.2 million, foreign currency translation losses (gains), net of $(17.6) million, deferred tax provision (benefit), net of $(14.4) million, and changes in assets and liabilities, net of $(80.0) million.

Cash flows provided by (used for) investing activities decreased by $2.0 billion primarily attributable to our marketable investment securities and other investments net activity and an increase in expenditures for property and equipment.

Cash flows provided by (used for) financing activities increased by $869.7 million primarily attributable cash outflows for the year ended December 31, 2019 of $920.9 million for the repurchase and maturity of our 6 1/2% Senior Secured Notes due 2019 and treasury share repurchases of $(43.5) million.

| Satellite-related commitments (3) | | | | | | 342,173 | | | | | | 140,843 | | | | | | 24,847 | | | | | | 22,705 | | | | | | 23,121 | | | | | | 21,652 | | | | | | 109,005 | | |

| Operating lease obligations (4) | | | | | | 202,345 | | | | | | 24,014 | | | | | | 23,479 | | | | | | 20,278 | | | | | | 16,428 | | | | | | 15,564 | | | | | | 102,582 | | |

| Total | | | | | | $ | 2,489,963 | | | | | $ | 254,050 | | | | | $ | 137,389 | | | | | $ | 132,046 | | | | | $ | 128,612 | | | | | $ | 1,626,279 | | | | | $ | 211,587 | |

(1) Assumes all long-term debt is outstanding until scheduled maturity.

(2) Includes interest on long-term debt.

(4) Operating leases consist primarily of leases for office space, data centers and satellite-related ground infrastructure.

(5) Finance leases consist primarily of leases for satellite capacity.

The remaining authorization under this program, which expired on December 31, 2021, was $194.9 million.

CRITICAL ACCOUNTING ESTIMATES

Income Taxes

Our income tax policy is to record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carryforwards.

Determining necessary valuation allowances requires us to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities.

RESULTS OF OPERATIONS

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

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

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other data: | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1) An explanation of our key metrics is included in Explanation of Key Metrics and Other Items.

For further information on our use of EBITDA, see Explanation of Key Metrics and Other Items.

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED

Services and other revenue.

Impairment of long-lived assets.

Interest expense, net of amounts capitalized.

Equity in earnings (losses) of unconsolidated affiliates, net.

Income tax benefit (provision), net.

Net income (loss) attributable to EchoStar Corporation common stock was $(40.2) million for the year ended December 31, 2020, as compared to $(62.9) million for the year ended December 31, 2019, a change of $22.8 million as set forth in the following table:

| | | | | | | | | |

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

| | | | | | | Amounts | | |

| Net income (loss) attributable to EchoStar Corporation for the year ended December 31, 2019 | | | | | | $ | (62,917) | |

EBITDA.

EBITDA is a non-GAAP financial measure and is described under Explanation of Key Metrics and Other Items below.

Segment Operating Results and Capital Expenditures

| | | | | | | Hughes | | | | | | ESS | | | | | | Corporate and Other | | | | | | Consolidated Total | | |

| Total revenue | | | | | | $ | 1,852,742 | | | | | $ | 16,257 | | | | | $ | 17,082 | | | | | $ | 1,886,081 | |

| Capital expenditures | | | | | | 308,781 | | | | | | — | | | | | | 109,293 | | | | | | 418,074 | | |

| EBITDA | | | | | | 625,660 | | | | | | 6,994 | | | | | | (55,055) | | | | | | 577,599 | | |

*Hughes Segment*

EBITDA was $727.6 million for the year ended December 31, 2020, an increase of $101.9 million, or 16.3%, as compared to 2019 as set forth in the following table:

*ESS Segment*

* Percentage is not meaningful

EBITDA was $7.9 million for the year ended December 31, 2020, an increase of $0.9 million, or 12.6%, as compared to 2019, primarily due to the increase in overall ESS revenue.

EBITDA was a loss of $118.6 million for the year ended December 31, 2020, an increased in loss of $63.6 million as compared to 2019 as set forth in the following table:

| EBITDA for the year ended December 31, 2019 | | | | | | $ | (55,055) | |

Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018

The following table presents our consolidated results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018:

| Statements of Operations Data (1) | | | | | | 2019 | | | | | | 2018 | | | | | | Amount | | | | | | % | | |

| Services and other revenue | | | | | | $ | 1,619,271 | | | | | $ | 1,557,228 | | | | | $ | 62,043 | | | | | 4.0 | | |

| Equipment revenue | | | | | | 266,810 | | | | | | 205,410 | | | | | | 61,400 | | | | | | 29.9 | | |

Cash, Cash Equivalents and [removed: Current] Marketable Investment Securities

As of December 31, [removed: 2020,] [added: 2021,] our cash, cash equivalents and [removed: current] marketable investment securities had a fair value of [removed: $2.5] [added: $1.5] billion.

Of this amount, a total of [removed: $2.5] [added: $1.4] billion was invested in: (a) cash; (b) commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; (c) debt instruments of the U.S. government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.

Based on our cash, cash equivalents and current marketable debt securities investment portfolio of [removed: $2.5] [added: $1.4] billion as of December 31, [removed: 2020,] [added: 2021,] a hypothetical 10% change in average interest rates during [removed: 2020] [added: 2021] would not have had a material impact on the fair value of our cash, cash equivalents and debt securities portfolio due to the limited duration of our investments.

Our cash, cash equivalents and current marketable debt securities had an average annual rate of return for the year ended December 31, [removed: 2020] [added: 2021] of [removed: 0.93%.][added: 0.23%.]

A hypothetical 10% decrease in average interest rates during [removed: 2020] [added: 2021] would have resulted in a decrease of [removed: $2.2] [added: $0.4] million in annual interest income.

As of December 31, [removed: 2020,] [added: 2021,] we held investments in the publicly traded securities of several companies with a fair value of [removed: $24.4] [added: $142.9] million.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during [removed: 2020] [added: 2021] would have resulted in a decrease of [removed: $2.4] [added: $14.3] million in the fair value of these investments.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $133.9] [added: $206.5] million of other equity investments and other debt investments of privately held companies that we hold for strategic business purposes.

A hypothetical adverse change equal to 10% of the carrying amount of these equity instruments during [removed: 2020] [added: 2021] would have resulted in a decrease of [removed: $13.4] [added: $20.7] million in the value of these investments.

Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency [removed: transactions.][added: transactions As of December 31, 2021, we had foreign currency forward contracts with a notional value of $12.8 million in place to partially mitigate foreign currency exchange risk.]

The estimated fair values of the foreign currency contracts were not material as of December 31, [removed: 2020.][added: 2021.]

The impact of a hypothetical 10% adverse change in exchange rates on the carrying amount of the net assets and liabilities of our foreign subsidiaries during [removed: 2020] [added: 2021] would have resulted in an estimated loss to the cumulative translation adjustment of [removed: $60.8] [added: $42.6] million as of December 31, [removed: 2020.][added: 2021.]

As of December 31, 2020, we had foreign currency forward contracts with a notional value of $12.1 million in place to partially mitigate foreign currency exchange risk.

We [removed: are a global provider of] [added: provide] broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, [removed: and] satellite [removed: services.][added: services and solutions for enterprise customers, which include aeronautical and government enterprises.]

The [removed: current] [added: ongoing] COVID-19 pandemic has made even more evident the worldwide need and demand for connectivity and communications to facilitate an ever-increasing virtual global community and workplace.

In addition to fiber and wireless systems, technologies such as geostationary high throughput satellites, low-earth orbit (“LEO”) networks, medium-earth orbit (“MEO”) [removed: systems, balloons] [added: systems] and [removed: High Altitude Platform Systems] [added: multi-transport networks using combinations of technologies] are expected to continue to play significant roles in enabling global broadband access, networks and services.

We currently operate in two business segments: [added: our] Hughes [added: segment (“Hughes segment”)] and [removed: ESS.][added: our EchoStar Satellite Services segment (“ESS segment”).]

These segments are consistent with the way we make decisions regarding the allocation of resources, as well as how operating results are reviewed by our chief operating decision [removed: maker,] [added: maker (“CODM”),] who is the Company’s Chief Executive Officer.

Our operations also include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, [removed: IT,] [added: Information Technology,] Finance, Accounting, Real Estate and Legal) and other activities, such as costs incurred in certain satellite development programs and other business development activities, and gains or losses from certain of our investments, that have not been assigned to our business segments.

These activities, costs and income, as well as eliminations of intersegment transactions, are accounted for in [added: our] Corporate and Other [added: segment] in our segment reporting.

In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“Merger Sub”), (i) we transferred certain real property and the various businesses, products, licenses, technology, revenues, billings, operating activities, assets and liabilities primarily related to the former portion of our ESS segment that managed, marketed and provided (1) broadcast satellite services primarily to DISH and its subsidiaries (together with DISH, “DISH Network”) and our joint venture Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”) and its subsidiaries, and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) we distributed to each holder of shares of our Class A or Class B common stock entitled to receive consideration in the transaction an amount of shares of common stock of BSS Corp., par value $0.001 per share (“BSS Common Stock”), equal to one share of BSS Common Stock for each share of our Class A or Class B common stock owned by such stockholder [removed: (the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).]

As a result of the BSS Transaction, the financial results of the BSS Business, except for certain real estate that transferred in the transaction, are presented as discontinued operations and, as such, excluded from continuing operations and segment results for all periods presented in our accompanying Consolidated Financial Statements and notes thereto in Item 15 of this Form 10-K [removed: (“Accompanying Consolidated] [added: (“Consolidated] Financial Statements”).

See Note 5 in our [removed: Accompanying] Consolidated Financial Statements for further detail of our discontinued operations.

*The [removed: Accompanying] Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

We intend to capitalize on the domestic and international demand for satellite-delivered broadband internet services and enterprise solutions by utilizing, among other things, our industry expertise, technology [removed: leadership,] [added: leadership with LEO and geosynchronous (“GEO”) satellite systems,] increased satellite capacity, access to spectrum resources, licenses and high-quality, reliable service to drive growth in consumer subscribers and enterprise customers.

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

Expand satellite capacity and related infrastructure. During [removed: 2020,] [added: 2021,] we continued the design and construction of a new, next-generation, high throughput geostationary satellite, with an expected launch in the [removed: second half] [added: fourth quarter] of 2022, that is primarily intended to provide additional capacity for our HughesNet satellite internet service (the “HughesNet service”) in North, Central and South America as well as enterprise services.

We intend to continue to provide services to a broad customer base, including [added: residential,] providers of satellite-delivered broadband, corporate communications and government services.

For example, our joint [removed: ventures] [added: venture] with Al Yah Satellite Communications Company PrJSC (“Yahsat”) [removed: enable] [added: enables] us to provide satellite broadband services across Africa, the Middle East and southwest [removed: Asia and expand our broadband internet services and enterprise solutions in Brazil.][added: Asia.]

[removed: In addition, in Mexico we] [added: We also] hold licenses for S-band MSS and terrestrial [removed: services.][added: services in Mexico.]

[removed: Our Hughes segment is a global provider of broadband satellite technologies and broadband internet services to consumer customers and] [added: We provide] broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to [removed: consumer] [added: government] and enterprise customers.

[removed: The Hughes segment] [added: We] also [removed: designs, provides] [added: design, provide] and [removed: installs] [added: install] gateway and terminal equipment to customers for other satellite systems.

In addition, [removed: our Hughes segment designs, develops, constructs] [added: we design, develop, construct] and [removed: provides] [added: provide] telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.

[removed: We incorporate] [added: Our Hughes segment incorporates] advances in technology to reduce costs and to increase the functionality and reliability of our products and services.

[removed: We continue] [added: Our Hughes segment continues] to focus our efforts on [removed: growing our consumer revenue by maximizing utilization] [added: optimizing financial returns] of our existing satellites while planning for new [removed: satellites] [added: satellite capacity] to be [removed: launched] [added: launched, leased] or acquired.

Our consumer revenue growth depends on our success in adding new and retaining existing [removed: subscribers across wholesale and retail channels,] [added: subscribers,] as well as increasing our Average Revenue Per User/subscriber (“ARPU”).

Service [added: and acquisition] costs related to ongoing support for our direct and indirect customers and partners are typically impacted most significantly by our growth.

[removed: The growth of our enterprise businesses relies heavily] on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies.

Our Hughes segment currently uses capacity from [removed: three of] our [removed: satellites (the SPACEWAY 3 satellite, the EchoStar XVII satellite and the EchoStar XIX satellite), our Al Yah 3 Brazilian payload] [added: owned] and [added: leased satellites, including] additional satellite capacity [removed: acquired] [added: leased] from third-party providers to provide services to our customers.

In May 2019, we entered into an agreement with [removed: Al Yah Satellite Communications Company PrJSC (“Yahsat”)] [added: Yahsat] pursuant to which, in November 2019, Yahsat contributed its satellite communications services business in Brazil to one of our Brazilian subsidiaries in exchange for a 20% ownership interest in that subsidiary.

In May 2019, we [removed: also] entered into an agreement with [removed: Bharti Airtel Limited (“BAL”) and its subsidiary, Bharti Airtel Services Limited (together with BAL, “Bharti”),] [added: Bharti,] pursuant to which Bharti will contribute its [removed: very small aperture terminal (“VSAT”)] [added: VSAT] telecommunications services and hardware business in India to our two existing Indian subsidiaries that conduct our VSAT services and hardware business.

The EchoStar XXIV satellite is expected to be launched in the [removed: second half] [added: fourth quarter] of 2022.

Capital expenditures associated with the construction and launch of the EchoStar XXIV satellite are included in Corporate and Other [added: segment] in our segment reporting.

Developments toward the launch of next-generation satellite systems, including LEO, MEO and geostationary systems, [added: as well as other multi-transport technologies,] could provide additional opportunities to drive the demand for our equipment, hardware, technology and services.

In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as [removed: digital subscriber line (“DSL”), fiber] [added: fiber, cable,] and [removed: cable internet service providers offering competitive services in the markets we seek to serve.][added: wireless]

In addition, government subsidies, such as the [removed: FCC’s] [added: Federal Communication Commission’s (“FCC”)] Rural Development Opportunity Fund can have the effect of subsidizing the growth of our wired, wireless and satellite competitors.

In our enterprise markets, we compete against providers of satellite-based and terrestrial-based networks, including fiber, [removed: DSL, cable modem] [added: cable, wireless internet] service, multiprotocol label switching and internet protocol-based virtual private networks.

[added: Our] satellites are also used for the transmission of live sporting events, internet access, disaster recovery and satellite news gathering services.

| [removed: Satellite] [added: GEO Satellite] | | | | | | Segment | | | | | | Launch Date | | | | | | Nominal Degree Orbital Location (Longitude) | | | | | | Depreciable Life (In Years) | | |

| EchoStar IX (3) [added: (4)] | | | | | | ESS | | | | | | August 2003 | | | | | | 121 W | | | | | | 12 | | |

| EUTELSAT 10A (“W2A”) [removed: (4)] [added: (5)] | | | | | | Corporate and Other | | | | | | April 2009 | | | | | | 10 E | | | | | | \- | | |

(1) Depreciable life represents the remaining useful life as of June 8, 2011, the date EchoStar completed its acquisition of Hughes Communications, Inc. (“Hughes [removed: Communication”)] [added: Communications”)] and its subsidiaries (the “Hughes Acquisition”).

Depreciable life represents the remaining useful life [removed: of the payload] as of November 2019.

We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

(the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).

Refer to Note 19 in our Consolidated Financial Statements for further details on certain customary agreements entered into with DISH in relation to the BSS Transaction.

In addition to satellite-based technology leadership, we continue to pursue opportunities utilizing and combining multi-transport technology solutions including 4G/LTE, 5G, fiber and cable.

Additionally, on January 4, 2022, we formed our joint venture with Bharti Airtel Limited (“BAL”) and its subsidiary, Bharti Airtel Services Limited (together with BAL, “Bharti”), which will enable us to combine the very small aperture terminal (“VSAT”) businesses of both companies to offer flexible and scalable enterprise networking solutions in India using satellite connectivity for primary transport, back-up and hybrid network implementation.

Continue development of S-band and other hybrid spectrum resources. We believe we remain in a unique position to develop a hybrid mobile satellite service (“MSS”) and complementary ground component (“CGC”) network.

Our third nano-satellite, launched in the second quarter of 2021, was successfully commissioned and placed at the altitude prescribed in our Australian license for the S-band frequency.

We have completed the process of fulfilling the remaining requirements under the International Telecommunication Union (“ITU”) Radio Regulations of bringing the Australian filing into use.

The nano-satellite will now be used to develop and test a wide range of potential S-band applications and services.

Our Hughes segment is an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

We provide broadband satellite technologies and broadband internet products and services to consumer customers.

In addition, we are also pursuing wireline and wireless capacity to utilize in markets that include residential, community WiFi, backhaul, and other enterprise broadband and multi-transport services.

The growth of both our enterprise and consumer businesses rely heavily

We also use other multi-transport capacity that includes cable, fiber, 5G, and 4G/LTE.

Our Latin America consumer subscriber base in certain areas has also become capacity constrained.

These constraints are not expected to be resolved until we acquire additional capacity.

On January 4, 2022, the formation of this joint venture was announced, with Bharti obtaining a 33% ownership interest in the combined business.

The joint venture combines the VSAT businesses of both companies to offer flexible and scalable enterprise networking solutions using satellite connectivity for primary transport, back-up and hybrid implementation.

internet service providers offering competitive services in the markets we seek to serve.

Starlink has begun offering competing services in the markets we serve and it may become a significant competitor in the future.

As of December 31, 2021, our satellite fleet consisted of ten GEO satellites, seven of which are owned and three of which are leased.

They are all in geosynchronous orbit, approximately 22,300 miles above the equator.

Our owned S-band LEO nano-satellites are not included in the table below.

The following table presents our GEO satellite fleet as of December 31, 2021:

(4) EchoStar IX is approaching its end of station-kept life.

The Company expects to place the satellite in an inclined-orbit in the fourth quarter of 2022 or first quarter of 2023, but this ability is dependent upon events beyond our control and may not occur on schedule if at all.

Inclined-orbit will extend its life but impact revenue generating capabilities.

The satellite is expected to be launched in the fourth quarter of 2022.

Accordingly, we cannot provide assurance that these requirements will not

Due to the COVID-19 pandemic, we have a taken a number of steps to prioritize health and safety of our employees including but not limited to: limiting visitor site access to business-essential purposes; introducing screening checks at certain sites where needed and mandated; and enabling employees to work from home as required or appropriate.

Out of an abundance of caution for the health of our employees and to support local government initiatives to stem the spread of the virus, we implemented several precautions at various sites around the world at all times in compliance with local government requirements and Centers for Disease Control and Prevention (CDC) guidelines.

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

Additionally, we and DISH and certain of our and their subsidiaries (i) entered into certain customary agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services; (ii) terminated certain previously existing agreements; and (iii) amended certain existing agreements and entered into certain new agreements pursuant to which we and DISH Network will obtain and provide certain products, services and rights from and to each other.

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

Continue development of S-band and other hybrid spectrum resources. We intend to continue to explore the development and deployment of S-band technologies that we expect will reduce the cost of satellite communications for internet of things, machine-to-machine communications, public protection, disaster relief and other end-to-end services worldwide and the integration of our products and services into new global, hybrid networks that leverage multiple satellites and terrestrial technologies.

We believe we remain in a unique position to deploy a mobile satellite service (“MSS”) and complementary ground component (“CGC”) network in the European Union and its member states (“E.U.”), the United Kingdom (“U.K.”) and other European countries through our EchoStar XXI satellite, which was placed into service in November 2017, and the EUTELSAT 10A payload.

Additionally, we entered into a contract with Tyvak Nano-Satellite Systems, Inc. for the design and construction of S-band nano-satellites.

We launched two nano-satellites in the third quarter of 2020.

Following launch, both nano-satellites experienced technical anomalies that precluded them from fulfilling their intended regulatory milestone missions.

We intend to seek milestone relief due to these force majeure events.

We expect to launch our third nano-satellite in 2021.

Our nano-satellites are designed to facilitate our continued growth in the global S-band market and enable us to leverage our acquisition of EchoStar Global.

We have seen a limited number of our enterprise customers file for bankruptcy protection.

We have reserved an amount related to pre-petition receivables and are working closely with these customers on providing post-petition services and products, as well as working with the customer regarding collection of pre-petition amounts.

While these constraints are not expected to be resolved until we launch new satellites, we continue to focus on revenue growth in all areas and consumer subscriber growth in the areas where we have available capacity.

The combined entities will provide broadband satellite and hybrid solutions for enterprise networks.

Upon consummation of the transaction, Bharti will have a 33% ownership interest in the combined business.

The completion of the transaction is subject to customary regulatory approvals and closing conditions.

No assurance can be given that the transaction will be consummated on the terms agreed to or at all.

In August 2018, we entered into an agreement with Yahsat to establish a new entity, Broadband Connectivity Solutions (Restricted) Limited (together with its subsidiaries, “BCS”), to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia operating over Yahsat's Al Yah 2 and Al Yah 3 Ka-band satellites.

The transaction was consummated in December 2018 when we invested $100.0 million in cash in exchange for a 20% interest in BCS.

Under the terms of the agreement, we may also acquire, for further cash investments, additional ownership interests in BCS in the future provided certain conditions are met.

We supply network operations and management services and equipment to BCS.

Maxar Space, LLC (formerly Space Systems/Loral, LLC), the manufacturer of our EchoStar XXIV satellite, has notified us of a delay in completion of the satellite.

We continue our efforts to expand our consumer satellite services business outside of the U.S. We have been delivering high-speed consumer satellite broadband services in Brazil since July 2016 and are also providing satellite broadband internet service in several other Latin American countries.

Additionally, in September 2015, we entered into 15-year agreements with affiliates of Telesat Canada for Ka-band capacity on the Telesat T19V satellite located at the 63 degree west longitude orbital location, which was launched in July 2018.

Telesat T19V was placed in service during the fourth quarter of 2018 and augmented the capacity being provided by the EUTELSAT 65 West A satellite and the EchoStar XIX satellite in South America.

Our

Our operating satellite fleet as of December 31, 2020 consists of both owned and leased satellites as follows:

future satellite networks we may build or acquire.

safety and health laws and regulations.

Due to the COVID-19 pandemic, a large portion of our workforce has been working remotely.

For a discussion of legal proceedings, see Note [removed: 19] [added: 21] in our [removed: Accompanying] Consolidated Financial Statements.

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020.][added: 2021.]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $1.3 billion] [added: $976.8 million] 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, 2021,] [added: 15, 2022,] the registrant’s outstanding common stock consisted of [removed: 46,011,533] [added: 38,169,758] shares of Class A common stock and 47,687,039 shares of Class B common stock, each $0.001 par value.

Portions of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference in Part III.

[removed: | [Disclosure Regarding Forward Looking Statements](#i305dd26190af495f88f044fcc3bc6177_10) | | | | | | [i](#i305dd26190af495f88f044fcc3bc6177_10) | | |][added: DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS]

| [removed: [Item 1.](#i305dd26190af495f88f044fcc3bc6177_16)] [added: Item 1.] | | | [removed: [Business](#i305dd26190af495f88f044fcc3bc6177_16)] [added: [Business](#ida2867b0f3ba445f8ace5802eeed3a05_694)] | | | [removed: [1](#i305dd26190af495f88f044fcc3bc6177_16)] [added: [1](#ida2867b0f3ba445f8ace5802eeed3a05_694)] | | |

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| [Item [removed: 1B.](#i305dd26190af495f88f044fcc3bc6177_85)] [added: 1B.](#ida2867b0f3ba445f8ace5802eeed3a05_772)] | | | [Unresolved Staff [removed: Comments](#i305dd26190af495f88f044fcc3bc6177_85)] [added: Comments](#ida2867b0f3ba445f8ace5802eeed3a05_772)] | | | [removed: [24](#i305dd26190af495f88f044fcc3bc6177_85)] [added: [25](#ida2867b0f3ba445f8ace5802eeed3a05_772)] | | |

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| [Item [removed: 3.](#i305dd26190af495f88f044fcc3bc6177_91)] [added: 3.](#ida2867b0f3ba445f8ace5802eeed3a05_331)] | | | [Legal [removed: Proceedings](#i305dd26190af495f88f044fcc3bc6177_91)] [added: Proceedings](#ida2867b0f3ba445f8ace5802eeed3a05_331)] | | | [removed: [25](#i305dd26190af495f88f044fcc3bc6177_91)] [added: [26](#ida2867b0f3ba445f8ace5802eeed3a05_331)] | | |

| [Item [removed: 4.](#i305dd26190af495f88f044fcc3bc6177_94)] [added: 4.](#ida2867b0f3ba445f8ace5802eeed3a05_343)] | | | [Mine Safety [removed: Disclosures](#i305dd26190af495f88f044fcc3bc6177_94)] [added: Disclosures](#ida2867b0f3ba445f8ace5802eeed3a05_343)] | | | [removed: [25](#i305dd26190af495f88f044fcc3bc6177_94)] [added: [26](#ida2867b0f3ba445f8ace5802eeed3a05_343)] | | |

| [Item [removed: 5.](#i305dd26190af495f88f044fcc3bc6177_100)] [added: 5.](#ida2867b0f3ba445f8ace5802eeed3a05_781)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i305dd26190af495f88f044fcc3bc6177_100)] [added: Securities](#ida2867b0f3ba445f8ace5802eeed3a05_781)] | | | [removed: [26](#i305dd26190af495f88f044fcc3bc6177_100)] [added: [27](#ida2867b0f3ba445f8ace5802eeed3a05_781)] | | |

| [Item [removed: 7.](#i305dd26190af495f88f044fcc3bc6177_106)] [added: 7.](#ida2867b0f3ba445f8ace5802eeed3a05_787)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i305dd26190af495f88f044fcc3bc6177_106)] [added: Operations](#ida2867b0f3ba445f8ace5802eeed3a05_787)] | | | [removed: [28](#i305dd26190af495f88f044fcc3bc6177_106)] [added: [29](#ida2867b0f3ba445f8ace5802eeed3a05_787)] | | |

| [Item [removed: 7A.](#i305dd26190af495f88f044fcc3bc6177_127)] [added: 7A.](#ida2867b0f3ba445f8ace5802eeed3a05_802)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i305dd26190af495f88f044fcc3bc6177_127)] [added: Risk](#ida2867b0f3ba445f8ace5802eeed3a05_802)] | | | [removed: [54](#i305dd26190af495f88f044fcc3bc6177_127)] [added: [53](#ida2867b0f3ba445f8ace5802eeed3a05_802)] | | |

| [Item [removed: 8.](#i305dd26190af495f88f044fcc3bc6177_130)] [added: 8.](#ida2867b0f3ba445f8ace5802eeed3a05_805)] | | | [Financial Statements and Supplementary [removed: Data](#i305dd26190af495f88f044fcc3bc6177_130)] [added: Data](#ida2867b0f3ba445f8ace5802eeed3a05_805)] | | | [removed: [55](#i305dd26190af495f88f044fcc3bc6177_130)] [added: [55](#ida2867b0f3ba445f8ace5802eeed3a05_805)] | | |

| [Item [removed: 9.](#i305dd26190af495f88f044fcc3bc6177_133)] [added: 9.](#ida2867b0f3ba445f8ace5802eeed3a05_808)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i305dd26190af495f88f044fcc3bc6177_133)] [added: Disclosure](#ida2867b0f3ba445f8ace5802eeed3a05_808)] | | | [removed: [55](#i305dd26190af495f88f044fcc3bc6177_133)] [added: [55](#ida2867b0f3ba445f8ace5802eeed3a05_808)] | | |

| [Item [removed: 9A.](#i305dd26190af495f88f044fcc3bc6177_136)] [added: 9A.](#ida2867b0f3ba445f8ace5802eeed3a05_325)] | | | [Controls and [removed: Procedures](#i305dd26190af495f88f044fcc3bc6177_136)] [added: Procedures](#ida2867b0f3ba445f8ace5802eeed3a05_325)] | | | [removed: [55](#i305dd26190af495f88f044fcc3bc6177_136)] [added: [55](#ida2867b0f3ba445f8ace5802eeed3a05_325)] | | |

| [Item [removed: 9B.](#i305dd26190af495f88f044fcc3bc6177_139)] [added: 9B.](#ida2867b0f3ba445f8ace5802eeed3a05_346)] | | | [Other [removed: Information](#i305dd26190af495f88f044fcc3bc6177_139)] [added: Information](#ida2867b0f3ba445f8ace5802eeed3a05_346)] | | | [removed: [56](#i305dd26190af495f88f044fcc3bc6177_139)] [added: [56](#ida2867b0f3ba445f8ace5802eeed3a05_346)] | | |

| [Item [removed: 10.](#i305dd26190af495f88f044fcc3bc6177_145)] [added: 10.](#ida2867b0f3ba445f8ace5802eeed3a05_817)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i305dd26190af495f88f044fcc3bc6177_145)] [added: Governance](#ida2867b0f3ba445f8ace5802eeed3a05_817)] | | | [removed: [57](#i305dd26190af495f88f044fcc3bc6177_145)] [added: [56](#ida2867b0f3ba445f8ace5802eeed3a05_817)] | | |

| [Item [removed: 11.](#i305dd26190af495f88f044fcc3bc6177_148)] [added: 11.](#ida2867b0f3ba445f8ace5802eeed3a05_820)] | | | [Executive [removed: Compensation](#i305dd26190af495f88f044fcc3bc6177_148)] [added: Compensation](#ida2867b0f3ba445f8ace5802eeed3a05_820)] | | | [removed: [57](#i305dd26190af495f88f044fcc3bc6177_148)] [added: [56](#ida2867b0f3ba445f8ace5802eeed3a05_820)] | | |

| [Item [removed: 12.](#i305dd26190af495f88f044fcc3bc6177_151)] [added: 12.](#ida2867b0f3ba445f8ace5802eeed3a05_823)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i305dd26190af495f88f044fcc3bc6177_151)] [added: Matters](#ida2867b0f3ba445f8ace5802eeed3a05_823)] | | | [removed: [57](#i305dd26190af495f88f044fcc3bc6177_151)] [added: [56](#ida2867b0f3ba445f8ace5802eeed3a05_823)] | | |

| [Item [removed: 13.](#i305dd26190af495f88f044fcc3bc6177_154)] [added: 13.](#ida2867b0f3ba445f8ace5802eeed3a05_826)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i305dd26190af495f88f044fcc3bc6177_154)] [added: Independence](#ida2867b0f3ba445f8ace5802eeed3a05_826)] | | | [removed: [57](#i305dd26190af495f88f044fcc3bc6177_154)] [added: [57](#ida2867b0f3ba445f8ace5802eeed3a05_826)] | | |

| [Item [removed: 14.](#i305dd26190af495f88f044fcc3bc6177_157)] [added: 14.](#ida2867b0f3ba445f8ace5802eeed3a05_829)] | | | [Principal Accounting Fees and [removed: Services](#i305dd26190af495f88f044fcc3bc6177_157)] [added: Services](#ida2867b0f3ba445f8ace5802eeed3a05_829)] | | | [removed: [57](#i305dd26190af495f88f044fcc3bc6177_157)] [added: [57](#ida2867b0f3ba445f8ace5802eeed3a05_829)] | | |

| [Item [removed: 15.](#i305dd26190af495f88f044fcc3bc6177_163)] [added: 15.](#ida2867b0f3ba445f8ace5802eeed3a05_835)] | | | [Exhibits, Financial Statement [removed: Schedules](#i305dd26190af495f88f044fcc3bc6177_163)] [added: Schedules](#ida2867b0f3ba445f8ace5802eeed3a05_835)] | | | [removed: [58](#i305dd26190af495f88f044fcc3bc6177_163)] [added: [58](#ida2867b0f3ba445f8ace5802eeed3a05_835)] | | |

| [Item [removed: 16.](#i305dd26190af495f88f044fcc3bc6177_166)] [added: 16.](#ida2867b0f3ba445f8ace5802eeed3a05_838)] | | | [Form 10-K [removed: Summary](#i305dd26190af495f88f044fcc3bc6177_166)] [added: Summary](#ida2867b0f3ba445f8ace5802eeed3a05_838)] | | | [removed: [64](#i305dd26190af495f88f044fcc3bc6177_166)] [added: [63](#ida2867b0f3ba445f8ace5802eeed3a05_838)] | | |

| | | | [Index to Consolidated Financial [removed: Statements](#i305dd26190af495f88f044fcc3bc6177_172)] [added: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | | [removed: F-[1](#i305dd26190af495f88f044fcc3bc6177_172)] [added: [F-](#ida2867b0f3ba445f8ace5802eeed3a05_361)[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | |

[removed: DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS][added: | [Disclosure Regarding Forward Looking Statements](#ida2867b0f3ba445f8ace5802eeed3a05_7425) | | | | | | [i](#ida2867b0f3ba445f8ace5802eeed3a05_7425) | | |]

This Annual Report on Form 10-K (“Form 10-K”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements about our estimates, expectations, [added: future developments,] plans, objectives, strategies, financial condition, expected impact of regulatory developments and legal proceedings, opportunities in our industries and businesses and other trends and projections for the next fiscal quarter and beyond.

Forward-looking statements may also be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” [added: “project,”] “continue,” “future,” “will,” “would,” “could,” “can,” “may” and similar terms.

These forward-looking statements are based on information available to us as of the date of this Form 10-K and represent management’s current views and [removed: assumptions.][added: assumptions based on past experience and trends, current economic and industry conditions, expected future developments and other relevant factors.]

Forward-looking statements are not guarantees of future performance, events or results and involve potential known and unknown risks, [removed: uncertainties] [added: uncertainties, including the impact of the coronavirus pandemic (COVID-19),] and other factors, many of which may be beyond our control and may pose a risk to our operating and financial [removed: condition.][added: condition both the near- and long-term.]

- our [removed: ability,] [added: ability] and the ability of third parties with whom we engage [removed: in order] to operate our [removed: business, to operate] [added: business] as a result of the COVID-19 [removed: pandemic;][added: pandemic, including regulatory and competitive considerations;]


| | | | [PART I](#ida2867b0f3ba445f8ace5802eeed3a05_691) | | | | | |

| | | | [PART II](#ida2867b0f3ba445f8ace5802eeed3a05_778) | | | | | |

| [Item 6.](#ida2867b0f3ba445f8ace5802eeed3a05_784) | | | [\[Reserved\]](#ida2867b0f3ba445f8ace5802eeed3a05_784) | | | [28](#ida2867b0f3ba445f8ace5802eeed3a05_784) | | |

| [Item 9C.](#ida2867b0f3ba445f8ace5802eeed3a05_7718) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ida2867b0f3ba445f8ace5802eeed3a05_7718) | | | [56](#ida2867b0f3ba445f8ace5802eeed3a05_7718) | | |

| | | | [PART III](#ida2867b0f3ba445f8ace5802eeed3a05_814) | | | | | |

| | | | [PART IV](#ida2867b0f3ba445f8ace5802eeed3a05_832) | | | | | |

| | | | [Signatures](#ida2867b0f3ba445f8ace5802eeed3a05_841) | | | [64](#ida2867b0f3ba445f8ace5802eeed3a05_841) | | |

| | | | [PART I](#i305dd26190af495f88f044fcc3bc6177_16) | | | | | |

| | | | [PART II](#i305dd26190af495f88f044fcc3bc6177_100) | | | | | |

| [Item 6.](#i305dd26190af495f88f044fcc3bc6177_103) | | | [Selected Financial Data](#i305dd26190af495f88f044fcc3bc6177_103) | | | [27](#i305dd26190af495f88f044fcc3bc6177_103) | | |

| | | | [PART III](#i305dd26190af495f88f044fcc3bc6177_142) | | | | | |

| | | | [PART IV](#i305dd26190af495f88f044fcc3bc6177_160) | | | | | |

| | | | [Signatures](#i305dd26190af495f88f044fcc3bc6177_169) | | | [65](#i305dd26190af495f88f044fcc3bc6177_169) | | |

The following table sets forth certain information concerning our principal properties related to [removed: our] Hughes segment [removed: (“Hughes”)] and [removed: EchoStar Satellite Services] [added: ESS] segment [removed: (“ESS”)] and to [removed: our other operations and administrative functions (“Corporate] [added: Corporate] and [removed: Other”)] [added: Other segment] as of December 31, [removed: 2020.][added: 2021.]

| Englewood, Colorado | | | | | | ESS/Corporate and Other | | | | | | Corporate headquarters and [removed: engineering offices] [added: ESS operations] | | |

| Cheyenne, Wyoming | | | | | | Hughes/ESS | | | | | | [removed: Satellite access center, gateways and] [added: Gateways,] equipment [added: and ESS operations] | | |

Holders. As of February [removed: 11, 2021,] [added: 15, 2022,] there were [removed: 46,011,533] [added: 38,169,758] shares of our Class A common stock outstanding held by [removed: 7,766] [added: 7,558] 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, 2021,] [added: 15, 2022,] there were 47,687,039 shares of our Class B common stock outstanding, of which [removed: 196,967] [added: 9,948,283] shares were held by Charles W.

Ergen, our Chairman and [removed: 47,490,072] [added: 37,738,756] shares were held in trusts and entities established for the benefit of Mr. Ergen’s family.

Our ability to declare dividends is affected by the covenants in our subsidiary [removed: Hughes Satellite Systems Corporation’s] [added: HSSC’s] indentures.

Our Board of Directors previously authorized us to repurchase up to $500.0 million of our Class A common stock through and including December 31, [removed: 2020.][added: 2021.]

[added: (1)] On October 29, 2020, our Board of Directors [removed: terminated its prior authorization and] authorized us to [removed: repurchase, pursuant to its new authorization,] [added: repurchase] up to $500.0 million of our Class A common stock through and including December 31, 2021.

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

We may elect not to purchase the maximum amount or any of the shares allowable under [removed: this program] [added: these authorizations] and we may also enter into additional share repurchase programs authorized by our Board of Directors.

During the year ended December 31, [removed: 2020,] [added: 2021,] we repurchased [removed: 1,905,906] [added: 10,941,872] shares of our Class A common [removed: stock under this program.][added: stock.]

The following table provides information regarding repurchases of our Class A common stock during the three months ended December 31, [removed: 2020:][added: 2021:]

[removed: (1)] On [removed: October 29, 2019,] [added: November 2, 2021,] our Board of Directors authorized us to repurchase up to $500.0 million of our Class A common stock [added: commencing January 1, 2022] through and including December 31, [removed: 2020.][added: 2022.]

| October 1 - 31 | | | | | | 772,054 | | | | | | $ | 24.91 | | | | | 772,054 | | | | | | $ | 205,922 | |

| November 1 - 30 | | | | | | 167,452 | | | | | | 25.22 | | | | | | 167,452 | | | | | | 201,697 | | |

| December 1 - 31 | | | | | | 264,315 | | | | | | 25.58 | | | | | | 264,315 | | | | | | 194,933 | | |

| Total | | | | | | 1,203,821 | | | | | | $ | 25.10 | | | | | 1,203,821 | | | | | | $ | 194,933 | |

On November 2, 2021, our Board of Directors authorized us to repurchase up to $500.0 million of our Class A common stock commencing January 1, 2022 through and including December 31, 2022.

From January 1, 2021 through February 11, 2021, we repurchased 2,851,841 shares of our Class A common stock under this program.

| October 1 - 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 494,109 | |

| November 1 - 30 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 494,109 | | |

| December 1 - 31 | | | | | | 1,708,907 | | | | | | 21.97 | | | | | | 1,708,907 | | | | | | 456,542 | | |

| Total | | | | | | 1,708,907 | | | | | | $ | 21.97 | | | | | 1,708,907 | | | | | | $ | 456,542 | |

Purchases under our repurchase authorization may be made through privately negotiated transactions, open

market repurchases, one or more trading plans in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or otherwise, subject to market conditions and other factors.

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

[removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Accompanying Consolidated Financial Statements.][added: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED]

| | | | | | | For the years ended December 31, | | | | | | | | | | | | [removed: | | | | | |] [added: Variance] | | | | | | | | |

| Statements of Operations [removed: Data: | | | | | | 2020] [added: Data (1)] | | | | | | [removed: 2019] [added: 2021] | | | | | | [removed: 2018] [added: 2020] | | | | | | [removed: 2017(1)] [added: Amount] | | | | | | [removed: 2016] [added: %] | | |

See Note [removed: 15 to] [added: 5 in] our [removed: Accompanying] Consolidated Financial Statements for further [removed: information.][added: discussion of our discontinued operations.]

The following Management’s Discussion and Analysis of our Financial Condition and Results of Operations (“Management’s Discussion and Analysis”) should be read in conjunction with our [removed: Accompanying] Consolidated Financial Statements.

We [removed: are a global provider of] [added: provide] broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, [removed: and] satellite [removed: services.][added: services and solutions for enterprise customers, which include aeronautical and government enterprises.]

We currently operate in two business segments: Hughes [added: segment] and [removed: ESS.][added: ESS segment.]

These segments are consistent with the way we make decisions regarding the allocation of resources, as well as how operating results are reviewed by our [removed: chief operating decision maker,] [added: CODM,] who is the Company’s Chief Executive Officer.

Our operations [removed: also] include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, [removed: IT,] [added: Information Technology,] Finance, Accounting, Real Estate and Legal) and other activities, such as costs incurred in certain satellite development programs and other business development activities, and gains or losses from certain of our investments, that have not been assigned to our business segments.

These activities, costs and income, as well as eliminations of intersegment transactions, are accounted for in [added: our] Corporate and Other [added: segment] in our segment reporting.

The BSS Transaction was structured in a manner intended to be tax-free to us and our stockholders for U.S. federal income tax purposes and was accounted for as a spin-off to our shareholders as we did not receive any [added: consideration.]

As a result of the BSS Transaction, the financial results of the BSS Business, except for certain real estate that transferred in the transaction, are presented as discontinued operations and, as such, excluded from continuing operations and segment results for the [removed: years] [added: year] ended December 31, 2019 [removed: and 2018,] in our [removed: Accompanying] Consolidated Financial Statements.

Consolidated Results of Operations for the Year Ended December 31, [removed: 2020][added: 2021:]

- Revenue of [removed: $1.9] [added: $2.0] billion

- Operating income [removed: (loss)] of [removed: $112.5] [added: $217.0] million

- Net income [removed: (loss)] attributable to EchoStar common stock of [removed: $(40.2)] [added: $72.9] million and basic [added: and diluted] earnings [removed: (losses)] per share of common stock of [removed: $(0.41)][added: $0.81]

- Earnings before interest, taxes, depreciation and amortization, net income (loss) from discontinued operations and net income (loss) attributable to non-controlling interests (“EBITDA”) of [removed: $616.9] [added: $702.5] million (see reconciliation of this non-GAAP measure in Results of Operations)

Consolidated Financial Condition as of December 31, [removed: 2020][added: 2021:]

- Total assets of [removed: $7.1] [added: $6.0] billion

- Total liabilities of [removed: $3.5] [added: $2.6] billion

- Total stockholders’ equity of [removed: $3.6] [added: $3.4] billion

- Cash and cash equivalents and marketable investment securities of [removed: $2.5] [added: $1.5] billion

[removed: Our Hughes segment is a global provider of broadband satellite technologies and broadband internet services to consumer customers and] [added: We provide] broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to [removed: consumer] [added: government] and enterprise customers.

[removed: The Hughes segment] [added: We] also [removed: designs, provides] [added: design, provide] and [removed: installs] [added: install] gateway and terminal equipment to customers for other satellite systems.

In addition, [removed: our Hughes segment designs, develops, constructs] [added: we design, develop, construct] and [removed: provides] [added: provide] telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.

[removed: We incorporate] [added: Our Hughes segment incorporates] advances in technology to reduce costs and to increase the functionality and reliability of our products and services.

[removed: We continue] [added: Our Hughes segment continues] to focus our efforts on [removed: growing our consumer revenue by maximizing utilization] [added: optimizing financial returns] of our existing satellites while planning for new [removed: satellites] [added: satellite capacity] to be [removed: launched] [added: launched, leased] or acquired.

Our consumer revenue growth depends on our success in adding new and retaining existing [removed: subscribers across wholesale and retail channels,] [added: subscribers,] as well as increasing our ARPU.

Service [added: and acquisition] costs related to ongoing support for our direct and indirect customers and partners are typically impacted most significantly by our growth.

The growth of [added: both] our enterprise [added: and consumer] businesses [removed: relies] [added: rely] heavily on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies.

Our Hughes segment currently uses capacity from [removed: three of] our [removed: satellites (the SPACEWAY 3 satellite, the EchoStar XVII satellite and the EchoStar XIX satellite), our Al Yah 3 Brazilian payload] [added: owned] and [added: leased satellites, including] additional satellite capacity [removed: acquired] [added: leased] from third-party providers to provide services to our customers.

In May 2019, we [removed: also] entered into an agreement with Bharti, pursuant to which Bharti will contribute its VSAT telecommunications services and hardware business in India to our two existing Indian subsidiaries that conduct our VSAT services and hardware business.

The EchoStar XXIV satellite is expected to be launched in the [removed: second half] [added: fourth quarter] of 2022.

Capital expenditures associated with the construction and launch of the EchoStar XXIV satellite are included in [removed: *Corporate] [added: our Corporate] and [removed: Other*] [added: Other segment] in our segment reporting.

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| United States | | | | | | [removed: 1,189,000] [added: 1,090,000] | | | | | | [removed: 1,239,000] [added: 1,189,000] | | | | | | [removed: 1,231,000] [added: 1,239,000] | | |

| Latin America | | | | | | [removed: 375,000] [added: 372,000] | | | | | | [removed: 238,000] [added: 375,000] | | | | | | [removed: 130,000] [added: 238,000] | | |

| Total broadband subscribers | | | | | | [removed: 1,564,000] [added: 1,462,000] | | | | | | [removed: 1,477,000] [added: 1,564,000] | | | | | | [removed: 1,361,000] [added: 1,477,000] | | |

The following table presents the approximate number of net subscriber additions for each quarter in [removed: 2020:][added: 2021:]

| United States | | | | | | [removed: (27,000)] [added: (30,000)] | | | | | | [removed: (6,000)] [added: (24,000)] | | | | | | [removed: (28,000)] [added: (20,000)] | | | | | | [removed: 11,000] [added: (25,000)] | | |

We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

In September 2019, pursuant to the Master Transaction Agreement with DISH and the Merger Sub, we completed the BSS Transaction.

Refer to Note 19 in our Consolidated Financial Statements for further details on certain customary agreements entered into with DISH in relation to the BSS Transaction.

- Net income of $62.7 million

Our Hughes segment is an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

We provide broadband satellite technologies and broadband internet products and services to consumer customers.

In addition, we are also pursuing wireline and wireless capacity to utilize in markets that include residential, community WiFi, backhaul, and other enterprise broadband and multi-transport services.

We also use other multi-transport capacity that includes cable, fiber, 5G, and 4G/LTE.

Our Latin America consumer subscriber base in certain areas has also become capacity constrained.

These constraints are not expected to be resolved until we acquire additional capacity.

On January 4, 2022, the formation of this joint venture was announced, with Bharti obtaining a 33% ownership interest in the combined business.

The joint venture combines the VSAT businesses of both companies to offer flexible and scalable enterprise networking solutions using satellite connectivity for primary transport, back-up and hybrid implementation.

During the fourth quarter, the lower net subscribers were due to both lower gross additions and higher churn as compared to the third quarter.

Our Latin America consumer subscriber base in certain areas, similar to the U.S., has also become capacity constrained.

Continued high bandwidth demand in certain areas has resulted in managing subscriber growth, and similar to the U.S. we are balancing capacity utilization with subscriber levels in the impacted areas which resulted in lower total subscribers.

During the fourth quarter, the lower net subscribers were due to both lower gross additions and higher churn as compared to the third quarter.

Our contracted revenue backlog as of December 31, 2021 changed primarily due to an increase in contracts from our international customers.

Of the total Hughes segment contracted revenue backlog as of December 31, 2021, we expect to recognize $506.1 million of revenue in 2022.

Our contracted revenue backlog as of December 31, 2021, changed due to an increase in satellite service contracts with existing and new customers.

In the second quarter of 2021, we launched our third nano-satellite.

The nano-satellite was successfully commissioned

and placed at the altitude prescribed in our license for the S-band frequency.

We have completed the process of fulfilling the remaining requirements under the ITU Radio Regulations of bringing the Australian filing into use.

The nano-satellite will now be used to develop and test a wide range of potential S-band applications and services.

We and the third parties whom we work with face a constantly evolving landscape of cybersecurity threats in which hackers and other parties use complex assortments of techniques and methods to execute cyberattacks.

Cybersecurity incidents have increased significantly in quantity and severity and are expected to continue to increase.

In addition to our efforts to mitigate cyber-attacks, we are making investments to alleviate the potential impact to our products.

As a result of these efforts, we could discover new vulnerabilities within our products and systems.

We may not discover all such vulnerabilities due to the scale of activities on our platforms, or due to other factors, including but not limited to issues outside of our control.

In addition, our IT systems and infrastructure are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious acts, human errors and natural disasters.

Moreover, despite network security and backup measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems.

RESULTS OF OPERATIONS

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

The following table presents our consolidated results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020:

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

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

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Services and other revenue | | | | | | $ | 1,715,287 | | | | | $ | 1,682,304 | | | | | $ | 32,983 | | | | | 2.0 | | |

| Equipment revenue | | | | | | 270,433 | | | | | | 205,603 | | | | | | 64,830 | | | | | | 31.5 | | |

| Total revenue | | | | | | 1,985,720 | | | | | | 1,887,907 | | | | | | 97,813 | | | | | | 5.2 | | |

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

The selected financial data should be read in conjunction with Item 7.

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

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

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

| Total revenue (2) (3) | | | | | | $ | 1,887,907 | | | | | $ | 1,886,081 | | | | | $ | 1,762,638 | | | | | $ | 1,525,155 | | | | | $ | 1,447,223 | |

| Total costs and expenses | | | | | | 1,775,434 | | | | | | 1,813,004 | | | | | | 1,726,501 | | | | | | 1,494,593 | | | | | | 1,325,364 | | |

| Operating income (loss) | | | | | | $ | 112,473 | | | | | $ | 73,077 | | | | | $ | 36,137 | | | | | $ | 30,562 | | | | | $ | 121,859 | |

| Net income (loss) from continuing operations attributable to EchoStar common stock | | | | | | $ | (40,150) | | | | | $ | (102,318) | | | | | $ | (134,204) | | | | | $ | 123,188 | | | | | $ | 43,886 | |

| Basic earnings (losses) per share - continuing operations | | | | | | $ | (0.41) | | | | | $ | (1.06) | | | | | $ | (1.39) | | | | | $ | 1.29 | | | | | $ | 0.47 | |

| Diluted earnings (losses) per share - continuing operations | | | | | | $ | (0.41) | | | | | $ | (1.06) | | | | | $ | (1.39) | | | | | $ | 1.27 | | | | | $ | 0.46 | |

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

| Balance Sheet Data: | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017(1) | | | | | | 2016 | | |

| Cash and cash equivalents and marketable investments securities | | | | | | $ | 2,534,276 | | | | | $ | 2,460,054 | | | | | $ | 3,210,458 | | | | | $ | 3,245,617 | | | | | $ | 3,092,881 | |

| Total assets | | | | | | $ | 7,073,352 | | | | | $ | 7,154,298 | | | | | $ | 8,661,294 | | | | | $ | 8,750,014 | | | | | $ | 9,008,859 | |

| Total debt | | | | | | $ | 2,393,493 | | | | | $ | 2,389,168 | | | | | $ | 3,304,079 | | | | | $ | 3,365,143 | | | | | $ | 3,358,179 | |

| Total stockholders’ equity | | | | | | $ | 3,607,250 | | | | | $ | 3,745,553 | | | | | $ | 4,155,474 | | | | | $ | 4,177,385 | | | | | $ | 4,006,805 | |

| Cash Flow Data: | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

| Operating activities | | | | | | $ | 534,388 | | | | | $ | 656,322 | | | | | $ | 734,522 | | | | | $ | 726,892 | | | | | $ | 803,343 | |

| Investing activities | | | | | | $ | (1,142,455) | | | | | $ | 821,958 | | | | | $ | (2,098,480) | | | | | $ | (867,932) | | | | | $ | (632,199) | |

| Financing activities | | | | | | $ | (15,620) | | | | | $ | (885,311) | | | | | $ | (136,563) | | | | | $ | 72 | | | | | $ | 1,475,689 | |

(1) The 2017 Tax Act increased the complexity of our income tax accounting and resulted in significant adjustments to our deferred income tax accounts in 2017.

As a result, our results of operations and balance sheet data for the years ended December 31, 2020, 2019, 2018 and 2017 are not comparable to our results of operations for the year ended December 31, 2016.

(2) On January 1, 2018, we adopted Topic 606, *Revenue from Contracts with Customers,* using the modified retrospective approach.

As a result, total revenue for the years ended December 31, 2020, 2019 and 2018 may not be comparable to prior years.

(3) On January 1, 2019, we adopted Topic 842, *Leases,* using the modified retrospective approach.

As a result, total revenue for the years ended December 31, 2020 and 2019 may not be comparable to prior years.

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

In September 2019, pursuant to a master transaction agreement (the “Master Transaction Agreement”) with DISH and a wholly-owned subsidiary of DISH (“Merger Sub”), (i) we transferred certain real property and the various businesses, products, licenses, technology, revenues, billings, operating activities, assets and liabilities primarily related to the former portion of our ESS segment that managed, marketed and provided (1) broadcast satellite services primarily to DISH and its subsidiaries (together with DISH, “DISH Network”) and our joint venture Dish Mexico, S. de R.L. de C.V. (“Dish Mexico”) and its subsidiaries, and (2) telemetry, tracking and control (“TT&C”) services for satellites owned by DISH Network and a portion of our other businesses (collectively, the “BSS Business”) to one of our former subsidiaries, EchoStar BSS Corporation (“BSS Corp.”), (ii) we distributed to each holder of shares of our Class A or Class B common stock entitled to receive consideration in the transaction an amount of shares of common stock of BSS Corp., par value $0.001 per share (“BSS Common Stock”), equal to one share of BSS Common Stock for each share of our Class A or Class B common stock owned by such stockholder (the “Distribution”); and (iii) immediately after the Distribution, (1) Merger Sub merged with and into BSS Corp. (the “Merger”), such that BSS Corp. became a wholly-owned subsidiary of DISH and with DISH then owning and operating the BSS Business, and (2) each issued and outstanding share of BSS Common Stock owned by EchoStar stockholders was converted into the right to receive 0.23523769 shares of DISH Class A common stock, par value $0.001 per share (“DISH Common Stock”) ((i) - (iii) collectively, the “BSS Transaction”).

Additionally, we and DISH and certain of our and their subsidiaries (i) entered into certain customary agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services; (ii) terminated certain previously existing agreements; and (iii) amended certain existing agreements and entered into certain new agreements pursuant to which we and DISH Network will obtain and provide certain products, services and rights from and to each other.

consideration.

See Note 5 in our Accompanying Consolidated Financial Statements for further discussion of our discontinued operations.

- Net income (loss) from continuing operations of $(51.9) million

We have seen a limited number of our enterprise customers file for bankruptcy protection.

We have reserved an amount related to pre-petition receivables and are working closely with these customers on providing post-petition services and products, as well as working with the customer regarding collection of pre-petition amounts.

While these constraints are not expected to be resolved until we launch new satellites, we continue to focus on revenue growth in all areas and consumer subscriber growth in the areas where we have available capacity.

The combined entities will provide broadband satellite and hybrid solutions for enterprise networks.

Upon consummation of the transaction, Bharti will have a 33% ownership interest in the combined business.

The completion of the transaction is subject to customary regulatory approvals and closing conditions.

Our [removed: Accompanying] Consolidated Financial Statements are included in Item 15 of this Form 10-K.

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

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the [added: Securities] Exchange [removed: Act)] [added: Act of 1934, as amended)] that occurred during the three months ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Form 10-K.

On February [removed: 23, 2021,] [added: 24, 2022,] we issued a press release (the “Press Release”) announcing our financial results for the quarter and year ended December 31, [removed: 2020.][added: 2021.]

The foregoing information, including the exhibit related thereto, is furnished in response to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the [added: Securities] Exchange [removed: Act,] [added: Act of 1934, as amended,] or otherwise, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the [added: Securities] Exchange [removed: Act,] [added: Act of 1934, as amended,] except as otherwise expressly stated in any such filing.

PART III

Not applicable.

PART III

The information required by this Item with respect to the identity and business experience of our directors and corporate governance will be set forth in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] under the caption “Election of Directors,” which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] under the caption “Executive Compensation and Other Information,” which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] under the captions “Election of Directors,” “Equity Security Ownership” and “Equity Compensation Plan Information,” which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] under the caption “Certain Relationships and Related Party Transactions,” which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2020,] [added: 2021,] under the caption “Principal Accountant Fees and Services,” which information is hereby incorporated herein by reference.

| [Index to Consolidated Financial [removed: Statements](#i305dd26190af495f88f044fcc3bc6177_172)] [added: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | | [removed: F-[1](#i305dd26190af495f88f044fcc3bc6177_172)] [added: F-[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i305dd26190af495f88f044fcc3bc6177_175)] [added: Firm](#ida2867b0f3ba445f8ace5802eeed3a05_358)] | | | [removed: F-[2](#i305dd26190af495f88f044fcc3bc6177_175)] [added: F-[2](#ida2867b0f3ba445f8ace5802eeed3a05_358)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i305dd26190af495f88f044fcc3bc6177_178)] [added: 2020](#ida2867b0f3ba445f8ace5802eeed3a05_19)] | | | [removed: F-[4](#i305dd26190af495f88f044fcc3bc6177_178)] [added: F-[4](#ida2867b0f3ba445f8ace5802eeed3a05_19)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019 and 2018](#i305dd26190af495f88f044fcc3bc6177_184)] [added: 202](#ida2867b0f3ba445f8ace5802eeed3a05_22)[1](#ida2867b0f3ba445f8ace5802eeed3a05_22)[, 20](#ida2867b0f3ba445f8ace5802eeed3a05_22)[20](#ida2867b0f3ba445f8ace5802eeed3a05_22) [and 201](#ida2867b0f3ba445f8ace5802eeed3a05_22)[9](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | | [removed: F-[6](#i305dd26190af495f88f044fcc3bc6177_184)] [added: F-[6](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_187)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] | | | [removed: F-[7](#i305dd26190af495f88f044fcc3bc6177_187)] [added: F-[7](#ida2867b0f3ba445f8ace5802eeed3a05_25)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for [removed: the years] [added: the](#ida2867b0f3ba445f8ace5802eeed3a05_31) [years] ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_190)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] | | | [removed: F-[8](#i305dd26190af495f88f044fcc3bc6177_190)] [added: F-[8](#ida2867b0f3ba445f8ace5802eeed3a05_31)] | | |

| [Consolidated Statements of Cash Flows for [removed: the years] [added: the](#ida2867b0f3ba445f8ace5802eeed3a05_34) [years] ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_193)] [added: 201](#ida2867b0f3ba445f8ace5802eeed3a05_34)[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] | | | [removed: F-[9](#i305dd26190af495f88f044fcc3bc6177_193)] [added: F-[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i305dd26190af495f88f044fcc3bc6177_196)] [added: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_37)] | | | [removed: F-[11](#i305dd26190af495f88f044fcc3bc6177_196)] [added: F-[11](#ida2867b0f3ba445f8ace5802eeed3a05_37)] | | |

| [removed: 2.3*] [added: [2.3*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-21.htm)] | | | | | | [Master Transaction Agreement by and among DISH Network Corporation, BSS Merger Sub Inc., EchoStar Corporation, and EchoStar BSS Corporation, dated as of May 19, 2019 (incorporated by reference to Exhibit 2.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-21.htm) | | |

| [removed: [4.2*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] [added: [4.4*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] | | | | | | [removed: [Indenture] [added: [Indenture,] relating to the [removed: EH Holding Corporation (currently known as Hughes Satellite Systems Corporation) 7 5/8%] [added: 6.625%] Senior Unsecured [removed: Notes due 2021,] [added: Notes,] dated as of [removed: June 1, 2011, by and] [added: July 27, 2016,] among [removed: EH Holding] [added: Hughes Satellite Systems] Corporation, the guarantors [removed: listed on the signature page thereto,] [added: party thereto] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Current Report on Form 8-K filed [removed: June 2, 2011,] [added: on July 27, 2016,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] | | |

| [removed: [4.3*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d3.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] | | | | | | [removed: [Supplemental Indenture relating to the 7 5/8% Senior Unsecured Notes due 2021] [added: [Security Agreement, dated as] of [added: June 8, 2011, among] EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), [removed: dated as of June 8, 2011, by and among EH Holding Corporation,] the guarantors listed on the signature [removed: page] [added: pages] thereto, and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as [removed: trustee] [added: successor collateral agent] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to EchoStar Corporation’s Current Report on Form 8-K filed June 9, 2011, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d3.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] | | |

| [removed: [4.4*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d3.htm)] [added: [4.5*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm)] | | | | | | [Registration Rights Agreement, dated as of [removed: June 1, 2011,] [added: July 27, 2016,] among [removed: EH Holding Corporation (currently known as] Hughes Satellite Systems [removed: Corporation),] [added: Corporation,] the guarantors [removed: listed on the signature page] [added: party] thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Current Report on Form 8-K filed [removed: June 2, 2011,] [added: on July 27, 2016,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d3.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm)] | | |

| [removed: [4.5*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] [added: [4.3*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] | | | | | | [removed: [Security Agreement,] [added: [Indenture, relating to the 5.250% Senior Secured Notes,] dated as of [removed: June 8, 2011,] [added: July 27, 2016,] among [removed: EH Holding Corporation (currently known as] Hughes Satellite Systems [removed: Corporation),] [added: Corporation,] the guarantors [removed: listed on the signature pages] [added: party] thereto, [removed: and] U.S. Bank National Association, as [added: trustee and] successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K filed [removed: June 9, 2011,] [added: on July 27, 2016,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] | | |

| [removed: [4.6*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d2.htm)] [added: [4.16*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm)] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture relating to [removed: the 7 5/8% Senior Unsecured Notes due 2021 of] Hughes Satellite Systems [removed: Corporation,] [added: Corporation’s 6.625% Senior Notes due 2026,] dated as of [removed: March 28, 2014,] [added: June 12, 2019,] by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages [removed: thereto,] [added: thereto] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2014,] [added: June 30, 2019,] filed [removed: May 9, 2014,] [added: August 8, 2019,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914036637/a14-8954_1ex4d2.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm)] | | |

| [removed: [4.7*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)[8](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] | | | | | | [Form of [removed: Note for 7 5/8%] [added: 6.625%] Senior Unsecured [removed: Notes] [added: Note] due [removed: 2021] [added: 2026] (included as part of Exhibit [removed: 4.3).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911032702/a11-13614_1ex4d2.htm)] [added: 4.4).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] | | |

| [removed: [4.8*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] [added: [4.6*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] | | | | | | [removed: [Indenture, relating to the 5.250% Senior] [added: [Additional] Secured [removed: Notes,] [added: Party Joinder,] dated as of July 27, 2016, among [removed: Hughes Satellite Systems Corporation, the guarantors party thereto,] U.S. Bank National Association, as trustee and successor collateral [removed: agent] [added: agent, and Hughes Satellite Systems Corporation] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.4] to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] | | |

| [removed: [4.9*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] [added: [4.13*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm)] | | | | | | [removed: [Indenture,] [added: [Second Supplemental Indenture] relating to [removed: the] [added: Hughes Satellite Systems Corporation’s] 6.625% Senior [removed: Unsecured Notes,] [added: Notes due 2026,] dated as of [removed: July 27, 2016,] [added: August 10, 2017, by and] among Hughes Satellite Systems Corporation, the guarantors [removed: party] [added: and the supplemental guarantor listed on the signature pages] thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.26] to EchoStar Corporation’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2017,] filed [removed: on July 27, 2016,] [added: February 22, 2018,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm)] | | |

| [removed: [4.11*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] [added: [4.15*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] | | | | | | [removed: [Additional] [added: [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior] Secured [removed: Party Joinder,] [added: Notes due 2026,] dated [removed: as of July 27, 2016,] [added: June 12, 2019, by and] among [added: Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto,] U.S. Bank National Association, as trustee and successor collateral [removed: agent, and Hughes Satellite Systems Corporation] [added: agent] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to EchoStar Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended June 30, 2019,] filed [removed: on July 27, 2016,] [added: August 8, 2019,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] | | |

| [removed: [4.12*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] [added: [4.7*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] | | | | | | [Form of 5.250% Senior Secured Note due 2026 (included as part of Exhibit [removed: 4.13).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] [added: 4.3).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d1.htm)] | | |

| [removed: [4.14*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)[9](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)[*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)] | | | | | | [Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.19 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm) | | |

| [removed: [4.15*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm)] [added: [4.10*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm)] | | | | | | [Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm) | | |

| [removed: [4.16*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_exchangex2017x-xexhib.htm)] [added: [4.12*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm)] | | | | | | [removed: [Third] [added: [Second] Supplemental Indenture relating to Hughes Satellite Systems Corporation’s [removed: 7⅝%] [added: 5.250%] Senior [added: Secured] Notes due [removed: 2021,] [added: 2026,] dated [removed: March 23,] [added: August 10,] 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages [removed: thereto and Wells Fargo Bank,] [added: thereto, U.S. Bank] National Association, as trustee [added: and successor collateral agent] (incorporated by reference to Exhibit [removed: 4.22] [added: 4.25] to [removed: Hughes Satellite Systems] [added: EchoStar] Corporation’s [removed: Registration Statement] [added: Annual Report] on Form [removed: S-4, filed April 6,] [added: 10-K for the year ended December 31,] 2017, [added: filed February 22, 2018,] Commission File No. [removed: 333-179121).](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_exchangex2017x-xexhib.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm)] | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm)*] [added: [4.11*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm)] | | | | | | [Joinder Agreement, dated as of August 10, 2017, to the Security Agreement dated as of June 8, 2011, by and between HNS Americas, L.L.C., HNS Americas II, L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.24 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm) | | |

| [removed: [4.21*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm)] [added: [4.14*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm)] | | | | | | [Joinder Agreement, dated as of June 12, 2019, to the Security Agreement dated as of June 8, 2011, by and between EchoStar BSS Corporation, EchoStar FSS L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm) | | |

| [removed: [4.22*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] [added: [10.25*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)] | | | | | | [removed: [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors] [added: [Amended] and [removed: the supplemental guarantors listed on the signature pages thereto, U.S. Bank National Association,] [added: Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated] as [removed: trustee and successor collateral agent] [added: of April 30, 2019] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.1] to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)] | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm)[*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm)] [added: [4.17*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm)] | | | | | | [Description of our Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm) [(](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm)[(incorporated] [added: Stock ((incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm) [4.25](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm) [to] [added: Exhibit 4.25 to] EchoStar Corporations’ Annual Report on Form 10-K for the year ended December 31, 2019, filed February 20, 2020, Commission File No. 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex425descriptionofourc.htm) | | |

| [removed: 10.3*] [added: [10.3*](http://www.sec.gov/Archives/edgar/data/1415404/000110465914067061/a14-20006_2def14a.htm#Appendix1_041118)] | | | | | | [Amended and Restated EchoStar Corporation 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed September 18, 2014, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465914067061/a14-20006_2def14a.htm#Appendix1_041118) | | |

| [removed: 10.4*] [added: [10.4*](http://www.sec.gov/Archives/edgar/data/1415404/000103570409000020/d67044ddef14a.htm#018)] | | | | | | [Amended and Restated EchoStar Corporation 2008 Non-Employee Director Stock Option Plan (the “2008 Non-Employee Director Stock Option Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 31, 2009, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570409000020/d67044ddef14a.htm#018) | | |

| [removed: 10.5*] [added: [10.5*](http://www.sec.gov/Archives/edgar/data/1415404/000104746909009775/a2195329zex-10_4.htm)] | | | | | | [Allocation Agreement, dated August 4, 2009, between EchoStar Corporation and DISH Network Corporation (incorporated by reference from Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed November 9, 2009, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000104746909009775/a2195329zex-10_4.htm) | | |

| [removed: 10.8*] [added: [10.23*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] | | | | | | [removed: [Amendment to Employment Agreement,] [added: [Letter Agreement between EchoStar Corporation and DISH Network Corporation,] dated [removed: as] [added: August 3, 2018, amending that certain Form] of [removed: April 1, 2016,] [added: Tax Sharing Agreement] between [removed: Hughes Communications, Inc.] [added: EchoStar Corporation] and [removed: Pradman Kaul] [added: DISH Network] (incorporated by reference to Exhibit 10.1 [added: to] EchoStar Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q for the quarter ended September 2018,] filed [removed: April 6, 2016,] [added: November 8, 2018,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540416000003/exhibit10_1pradman8-k.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] | | |

| [removed: 10.9*] [added: [10.6*](http://www.sec.gov/Archives/edgar/data/1415404/000110465915076360/a15-17922_1ex10d1.htm)] | | | | | | [Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 6, 2015, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465915076360/a15-17922_1ex10d1.htm) | | |

| [removed: 10.10*] [added: [10.7*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d39.htm)] | | | | | | [Form of Stock Option Agreement for 2008 Stock Incentive Plan (1999) (incorporated by reference to Exhibit 10.39 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d39.htm) | | |

| [removed: 10.11*] [added: [10.8*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d40.htm)] | | | | | | [Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2008) (incorporated by reference to Exhibit 10.40 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d40.htm) | | |

| [removed: 10.12*] [added: [10.9*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d41.htm)] | | | | | | [Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2008) (incorporated by reference to Exhibit 10.41 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d41.htm) | | |

| [removed: 10.13*] [added: [10.10*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d42.htm)] | | | | | | [Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2014) (incorporated by reference to Exhibit 10.42 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d42.htm) | | |

| [removed: 10.14*] [added: [10.11*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d43.htm)] | | | | | | [Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2014) (incorporated by reference to Exhibit 10.43 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d43.htm) | | |

| [removed: 10.15*] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d44.htm)] | | | | | | [Form of Non-Employee Director Stock Option Agreement for 2008 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 10.44 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d44.htm) | | |

| [removed: 10.16*] [added: [10.13*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d45.htm)] | | | | | | [Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (2011) (incorporated by reference to Exhibit 10.45 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916099355/a15-23459_3ex10d45.htm) | | |

| [removed: 10.17*] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] | | | | | | [EchoStar Corporation [removed: Executive Officer Bonus] [added: 2017 Stock] Incentive [removed: Plan, dated as of May 4, 2016] [added: Plan] (incorporated by reference to [removed: Exhibit 10.1 to] EchoStar Corporation’s [removed: Current Report] [added: Definitive Proxy Statement] on Form [removed: 8-K,] [added: 14,] filed [removed: May 5, 2016,] [added: March 23, 2017,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540416000008/executiveofficerbonuscompe.htm)] [added: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] | | |

| [removed: 10.18*] [added: [10.14*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000029/shareexchangeagreementreda.htm)] | | | | | | [Share Exchange Agreement among DISH Network Corporation, DISH Network L.L.C., DISH Operating L.L.C., EchoStar Corporation, EchoStar Broadcasting Holding Parent L.L.C., EchoStar Broadcasting Holding Corporation, EchoStar Technologies Holding Corporation, and EchoStar Technologies L.L.C., dated as of January 31, 2017 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed May 10, 2017, Commission File No. 001-33807. */](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000029/shareexchangeagreementreda.htm) | | |

| [10.30(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx1030.htm) | | | | | | [Second Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of November 2, 2021. ](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx1030.htm) | | |

| | | | | | | | | |

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

| [4.10*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm) | | | | | | [Registration Rights Agreement, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm) | | |

| [4.13*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | | | | | [Form of 6.625% Senior Unsecured Note due 2026 (included as part of Exhibit 4.14).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | |

| [4.18](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm)* | | | | | | [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.25 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm) | | |

| [4.19](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm)* | | | | | | [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.26 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm) | | |

| [4.20](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit428-xhsscxfourt.htm)* | | | | | | [Fourth Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 7⅝% Senior Notes due 2021, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.28 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit428-xhsscxfourt.htm) | | |

| [4.23*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm) | | | | | | [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm) | | |

| [4.24*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex44-fifthsupplemental.htm) | | | | | | [Fifth Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 7⅝% Senior Notes due 2021, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex44-fifthsupplemental.htm) | | |

| 10.6* | | | | | | [Employment Agreement, dated as of April 23, 2005 between Hughes Network Systems, LLC and Pradman Kaul (incorporated by reference to Exhibit 10.3 to Hughes Communications Inc.’s Registration Statement on Form S-1, filed December 5, 2005, Commission File No. 333-130136).](http://www.sec.gov/Archives/edgar/data/1345840/000119312505236811/dex103.htm) | | |

| 10.7* | | | | | | [Amendment to Employment Agreement, dated as of December 23, 2010 between Hughes Communications, Inc. and Pradman Kaul (incorporated by reference to Exhibit 10.29 to Hughes Communications Inc.’s Annual Report on Form 10-K, filed March 7, 2011, Commission File No. 001-33040).](http://www.sec.gov/Archives/edgar/data/1345840/000119312511057893/dex1029.htm) | | |

| 10.29* | | | | | | [Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of April 30, 2019 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm) | | |

| 10.32* | | | | | | [Amendment No. 1 to Contract between EchoStar XXIV L.L.C. and SpaceSystems/Loral, LLC (currently known as Maxar Space LLC) for the Jupiter 3 Satellite Program, dated October 1, 2018 (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020. Commission File No. 001-33807). ](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-102xamdt1tosslxecho.htm) | | |

Date: February [removed: 23, 2021][added: 24, 2022]

| */s/ Michael T. Dugan* | | | | | | Chief Executive Officer, President and Director | | | | | | February [removed: 23, 2021] [added: 24, 2022] | | |

| David J. Rayner | | | | | | Chief Operating Officer and Treasurer | | | | | | February [removed: 23, 2021] [added: 24, 2022] | | |

| * | | | | | | Chairman | | | | | | February [removed: 23, 2021] [added: 24, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 23, 2021] [added: 24, 2022] | | |

| [Index to Consolidated Financial [removed: Statements](#i305dd26190af495f88f044fcc3bc6177_172)] [added: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | | [removed: F-[1](#i305dd26190af495f88f044fcc3bc6177_172)] [added: F-[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i305dd26190af495f88f044fcc3bc6177_175)] [added: Firm](#ida2867b0f3ba445f8ace5802eeed3a05_358) (KPMG LLP, Denver, CO, Auditor Firm ID: 185)] | | | [removed: F-[2](#i305dd26190af495f88f044fcc3bc6177_175)] [added: F-[2](#ida2867b0f3ba445f8ace5802eeed3a05_358)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i305dd26190af495f88f044fcc3bc6177_178)] [added: 2020](#ida2867b0f3ba445f8ace5802eeed3a05_19)] | | | [removed: F-[4](#i305dd26190af495f88f044fcc3bc6177_178)] [added: F-[4](#ida2867b0f3ba445f8ace5802eeed3a05_19)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_184)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | | [removed: F-[6](#i305dd26190af495f88f044fcc3bc6177_184)] [added: F-[6](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_187)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] | | | [removed: F-[7](#i305dd26190af495f88f044fcc3bc6177_187)] [added: F-[7](#ida2867b0f3ba445f8ace5802eeed3a05_25)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for [removed: the years] [added: the](#ida2867b0f3ba445f8ace5802eeed3a05_31) [years] ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_190)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | | [removed: F-[8](#i305dd26190af495f88f044fcc3bc6177_190)] [added: F-[8](#ida2867b0f3ba445f8ace5802eeed3a05_31)] | | |

| [Consolidated Statements of Cash Flows for [removed: the years] [added: the](#ida2867b0f3ba445f8ace5802eeed3a05_34) [years] ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i305dd26190af495f88f044fcc3bc6177_193)] [added: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] | | | [removed: F-[9](#i305dd26190af495f88f044fcc3bc6177_193)] [added: F-[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i305dd26190af495f88f044fcc3bc6177_196)] [added: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_37)] | | | [removed: F-[11](#i305dd26190af495f88f044fcc3bc6177_196)] [added: F-[11](#ida2867b0f3ba445f8ace5802eeed3a05_37)] | | |

We have audited the accompanying consolidated balance sheets of EchoStar Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

[removed: Also,] [added: Also] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[added: A company’s internal control over financial reporting] includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable [removed: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

We evaluated the design and tested the operating effectiveness of [removed: certain] internal [removed: controls related to the Company’s related party process,] [added: controls,] including controls related to the [removed: identification of the Company’s related party transactions with DISH.][added: multiple IT applications, data interfaces, and procedures used to initiate, process, and record transactions.]

We evaluated the sufficiency of audit evidence obtained by assessing the results of [added: the] procedures [removed: performed over] [added: performed, including] the [removed: identification] [added: appropriateness] of [removed: related party transactions with DISH.][added: the nature and extent of such evidence.]

| | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | | | | $ | [added: 535,894 | | | | | $ |] 896,005 | | | | | $ | 1,519,431 | |

| Marketable investment securities | | | | | | [removed: 1,638,271] [added: 1,010,496] | | | | | | [removed: 940,623] [added: 1,638,271] | | |

| Trade accounts receivable and contract assets, net | | | | | | [removed: 183,989] [added: 182,063] | | | | | | [removed: 196,629] [added: 183,989] | | |

| Other current assets, net | | | | | | [removed: 189,821] [added: 198,444] | | | | | | [removed: 179,531] [added: 189,821] | | |

| Total current assets | | | | | | [removed: 2,908,086] [added: 1,926,897] | | | | | | [removed: 2,836,214] [added: 2,908,086] | | |

| Property and equipment, net | | | | | | [removed: 2,390,313] [added: 2,338,285] | | | | | | [removed: 2,528,738] [added: 2,390,313] | | |

| Operating lease right-of-use assets | | | | | | [removed: 128,303] [added: 149,198] | | | | | | [removed: 114,042] [added: 128,303] | | |

| Goodwill | | | | | | [removed: 511,597] [added: 511,086] | | | | | | [removed: 506,953] [added: 511,597] | | |

| Regulatory authorizations, net | | | | | | [removed: 478,762] [added: 469,766] | | | | | | [removed: 478,598] [added: 478,762] | | |

| Other intangible assets, net | | | | | | [removed: 18,433] [added: 13,984] | | | | | | [removed: 29,507] [added: 18,433] | | |

| Other investments, net | | | | | | [removed: 284,937] [added: 297,747] | | | | | | [removed: 325,405] [added: 284,937] | | |

| Other non-current assets, net | | | | | | [removed: 352,921] [added: 338,241] | | | | | | [removed: 334,841] [added: 352,921] | | |

| Total non-current assets | | | | | | [removed: 4,165,266] [added: 4,118,307] | | | | | | [removed: 4,318,084] [added: 4,165,266] | | |

| Total assets | | | | | | $ | [removed: 7,073,352] [added: 6,045,204] | | | | | $ | [removed: 7,154,298] [added: 7,073,352] | |

| Trade accounts payable | | | | | | $ | [removed: 122,366] [added: 109,338] | | | | | $ | [removed: 124,080] [added: 122,366] | |

| Current portion of long-term debt, net | | | | | | [removed: 898,237] [added: —] | | | | | | [removed: —] [added: 898,237] | | |

| Contract liabilities | | | | | | [removed: 104,569] [added: 141,343] | | | | | | [removed: 101,060] [added: 104,569] | | |

| Accrued expenses and other current liabilities | | | | | | [removed: 299,999] [added: 209,442] | | | | | | [removed: 270,879] [added: 299,999] | | |

| Total current liabilities | | | | | | [removed: 1,425,171] [added: 460,123] | | | | | | [removed: 496,019] [added: 1,425,171] | | |

| * | | | | | | Director | | | | | | February 24, 2022 | | |

| Lisa W. Hershman | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 24, 2022 | | |

| * | | | | | | Director | | | | | | February 24, 2022 | | |

| * | | | | | | Director | | | | | | February 24, 2022 | | |

| * | | | | | | Director | | | | | | February 24, 2022 | | |

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

*Sufficiency of audit evidence over certain Hughes segment revenue*

As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company reported $1,956,226,000 in total revenue for the Hughes segment for the year ended December 31, 2021, of which $1,685,799,000 and $270,427,000 was related to total services and other revenue and certain equipment related revenue, respectively.

The Hughes segment provides broadband satellite technologies and broadband internet services to consumer customers, and broadband network technologies, managed services, equipment, hardware, satellite services, and communications solutions to consumer and enterprise customers.

We identified the evaluation of the sufficiency of audit evidence over certain Hughes segment revenue as a critical audit matter.

Specifically, a high degree of auditor judgment was required to evaluate the nature and extent of audit evidence obtained related to the total services and other revenue and certain equipment related revenue of the Hughes segment.

IT professionals with specialized skills and knowledge were required to assess the multiple information technology (IT) applications, data interfaces, and procedures used to initiate, process, and record transactions.