EchoStar (ECHO) 10-K risk factor changes: FY2022 vs FY2021

Additionally, some regulatory bodies [added: may still] have reduced activities [removed: and/or temporarily closed their offices] which may materially delay the review and/or approval of licenses or authorizations we need to operate our business.

Additionally, many of our subscribers [removed: are working] [added: continue to work] remotely or [removed: engaging] [added: engage] in distance learning.

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

A decline in levels of service or attention to the needs of our customers could adversely affect our reputation, [removed: renewal rates and ability to win and retain customers.]

Our sales outside the U.S. accounted for [removed: 21.4%, 19.6%] [added: 23.7%, 21.4%] and [removed: 20.4%] [added: 19.6%] of our revenue for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] our total indebtedness was $1.5 billion.

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 [added: 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.]

Additionally, if we were to lose certain key technically skilled employees, the loss of knowledge and intellectual capital might have an adverse impact on [added: our] business.

Our ability to operate and control our satellites is subject to risks related to DISH Network’s operation [removed: of the BSS Business] and third-parties’ operation of satellite operations centers.

In [removed: connection with the BSS Transaction,] [added: September 2019,] we transferred our satellite operation centers, which are used to monitor and control our satellites, to DISH [removed: Network.][added: Network in connection with our 2019 transfer to DISH of our broadband satellite services and certain related businesses and assets (the “BSS Transaction”).]

The technologies in our satellite designs are very complex and difficulties in constructing our designs could result in delays in the deployment of our satellites or [removed: increased or unanticipated costs.]

In addition, we may not be able to obtain launch [added: or in-orbit] insurance on reasonable economic terms or at all.

If we do obtain launch [added: or in-orbit] 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.

Our suppliers may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up [removed: to a maximum amount.]

Our systems are vulnerable to damage, intrusion, or disruption from criminal and/or terrorist attacks, [removed: 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.

[removed: - Data] [added: a.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.

[removed: - Software] [added: b.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.

[removed: - Concerns] [added: c.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.

We have [removed: experienced,] [added: experienced] and may experience in the [removed: future,] [added: 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 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 [removed: disasters or pandemic (including COVID-19),] [added: disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, pandemics like COVID-19] and [added: power loss, and] we may be notified of such vulnerabilities via third parties.

The occurrence [removed: of] [added: of, and failure to remedy,] any defects, errors or failures in our products or network services could materially affect our business.

[removed: In addition,] [added: Also,] our international operations are subject to the laws and regulations of many different jurisdictions that may differ significantly from U.S. laws and regulations.

In addition, we occasionally receive special temporary authorizations that are granted for limited periods of time (e.g., 180 days or less) and [removed: subject to possible renewal.]

If the [removed: Distribution and the Merger do] [added: BSS Transaction does] not qualify as a tax‑free distribution and merger under the Internal Revenue Code of 1986, as amended (the “Code”), then we and/or our stockholders may be required to pay substantial U.S. federal income taxes and under certain circumstances we may have indemnification obligations to DISH Network.

The parties to the BSS Transaction received a tax opinion from their respective counsels as to the tax‑free nature of the [removed: transactions.][added: transaction.]

They did not obtain a private letter ruling from the IRS [removed: with] [added: in this] respect [removed: to the Distribution] and [removed: the Merger and] instead are relying solely on their respective tax opinions for comfort that the [removed: Distribution and the Merger qualify] [added: transaction qualifies] for tax‑free treatment for U.S. federal income tax purposes under the Code.

Ergen, our Chairman, beneficially owns approximately [removed: 58%] [added: 60%] 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: 15, 2022)] [added: 6, 2023)] and beneficially owns approximately 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: 15, 2022).][added: 6, 2023).]

[removed: We] [added: From time to time we] may [removed: also compete with] [added: pursue the same business opportunities as] DISH [removed: Network] [added: Network, such as] when we participate in auctions for spectrum or orbital slots for our satellites or other business opportunities.

In [removed: other] [added: certain] auctions, we and DISH Network may be prohibited from participating separately, and cooperating with DISH Network may result in a less favorable outcome for us.

As discussed above, Mr. Ergen beneficially owns approximately [removed: 58%] [added: 60%] of our total equity securities and approximately 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.

We may not be able to successfully develop and execute our S-band business strategy which could materially adversely affect our ability to grow our revenue and our business.

Our future revenue and business growth partially depends on the successful development and execution of our S-band strategy.

We may not be able to maintain or further develop our existing S-band spectrum rights.

Additionally, in order to successfully develop and execute our S-band strategy, we will likely need to reach collaborative agreements with other relevant players in the S-band eco-system.

We may not be able to reach such agreements with some of the relevant players, or at all, or may not be able to agree on economic terms that would provide the desired economic benefits to the Company.

In addition, there can be no assurance that, even if we are able to successfully develop our S-band strategy, we will be able to attract and retain a customer base sufficiently large to be profitable.

If we do not execute our S-band business strategy as planned, our business and operating results could be materially adversely affected.

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We are facing increasing competition which could impact demand for, and result in increasing pricing pressures with respect to, our products and services.

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renewal rates and ability to win and retain customers.

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increased or unanticipated costs.

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to a maximum amount.

RISKS RELATED TO CYBERSECURITY

In addition to risks described elsewhere in this segment, the different regions and countries in which we operate our businesses outside of the U.S. expose us to increased risks due to different privacy and cyber-related laws in each of these locations.

The same cyber-related issue could have different consequences depending on the region or country of occurrence, the laws applicable in each case and the different levels of enforcement by regulatory and governmental authorities in each jurisdiction.

These risks include but are not limited to the following:

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subject to possible renewal.

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

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

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*As the COVID-19 pandemic and its effects continue to develop, it is impossible at this time to predict its ultimate impact on our business.

We have set forth some key risks identified to date.*

Disruption to our vendors’ and suppliers’ businesses could adversely impact our supply chain.

A portion of the expected sales of our products or services have been, and additional sales may be, delayed or canceled as a result of effects of the COVID-19 pandemic on the operations of our customers.

Due to the economic downturn arising from the COVID-19 pandemic, a number of our enterprise customers are facing uncertain futures and certain of these customers have filed for bankruptcy protection.

When enterprise customers fail or seek reorganization under the bankruptcy laws, we may be obliged to provide services for which we are not being paid.

Further, the COVID-19 pandemic has resulted in increased unemployment, which could result in reduced demand and increased inability to pay from our consumer customers.

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

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.

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

We may be more susceptible to adverse events as a result of the BSS Transaction.

We have divested the BSS Business and our business will be subject to increased concentration of risks that affect our retained businesses.

We are now a smaller, less diversified and more narrowly focused business, which makes us more vulnerable to changing market and economic conditions.

Year Ended December 31, [removed: 2020] [added: 2021] Compared to the Year Ended December 31, [removed: 2019][added: 2020]

The following table presents our consolidated results of operations for the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019:][added: 2020:]

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

| Services and other revenue | | | | | | $ | [removed: 1,682,304] [added: 1,715,287] | | | | | $ | [removed: 1,619,271] [added: 1,682,304] | | | | | $ | [removed: 63,033] [added: 32,983] | | | | | [removed: 3.9] [added: 2.0] | | |

| Cost of sales - services and other | | | | | | [removed: 577,943] [added: 551,679] | | | | | | [removed: 561,353] [added: 577,943] | | | | | | [removed: 16,590] [added: (26,264)] | | | | | | [removed: 3.0] [added: (4.5)] | | |

| % of total services and other revenue | | | | | | [removed: 34.4] [added: 32.2] | | % | | | | [removed: 34.7] [added: 34.4] | | % | | | | | | | | | | | | |

| % of total equipment revenue | | | | | | [removed: 80.9] [added: 85.8] | | % | | | | [removed: 84.7] [added: 80.9] | | % | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 474,912] [added: 461,705] | | | | | | [removed: 509,145] [added: 474,912] | | | | | | [removed: (34,233)] [added: (13,207)] | | | | | | [removed: (6.7)] [added: (2.8)] | | |

| % of total revenue | | | | | | [removed: 25.2] [added: 23.3] | | % | | | | [removed: 27.0] [added: 25.2] | | % | | | | | | | | | | | | |

| Research and development expenses | | | | | | [removed: 29,448] [added: 31,777] | | | | | | [removed: 25,739] [added: 29,448] | | | | | | [removed: 3,709] [added: 2,329] | | | | | | [removed: 14.4] [added: 7.9] | | |

| % of total revenue | | | | | | 1.6 | | % | | | | [removed: 1.4] [added: 1.6] | | % | | | | | | | | | | | | |

| Impairment of long-lived assets | | | | | | [removed: 1,685] [added: 245] | | | | | | [removed: —] [added: 1,685] | | | | | | [removed: 1,685] [added: (1,440)] | | | | | | [removed: *] [added: (85.5)] | | |

| Total costs and expenses | | | | | | [removed: 1,775,434] [added: 1,768,710] | | | | | | [removed: 1,813,004] [added: 1,775,434] | | | | | | [removed: (37,570)] [added: (6,724)] | | | | | | [removed: (2.1)] [added: (0.4)] | | |

| Interest income, net | | | | | | [removed: 39,982] [added: 22,801] | | | | | | [removed: 82,352] [added: 39,982] | | | | | | [removed: (42,370)] [added: (17,181)] | | | | | | [removed: (51.4)] [added: (43.0)] | | |

| Interest expense, net of amounts capitalized | | | | | | [removed: (147,927)] [added: (95,512)] | | | | | | [removed: (251,016)] [added: (147,927)] | | | | | | [removed: 103,089] [added: 52,415] | | | | | | [removed: (41.1)] [added: (35.4)] | | |

| Gains (losses) on investments, net | | | | | | [removed: (31,306)] [added: 69,531] | | | | | | [removed: 28,912] [added: (31,306)] | | | | | | [removed: (60,218)] [added: 100,837] | | | | | | * | | |

| Equity in earnings (losses) of unconsolidated affiliates, net | | | | | | [removed: (7,267)] [added: (5,170)] | | | | | | [removed: (14,734)] [added: (7,267)] | | | | | | [removed: 7,467] [added: 2,097] | | | | | | [removed: (50.7)] [added: (28.9)] | | |

| Foreign currency transaction gains (losses), net | | | | | | [removed: 6,015] [added: (12,613)] | | | | | | [removed: (11,590)] [added: 6,015] | | | | | | [removed: 17,605] [added: (18,628)] | | | | | | * | | |

| Other, net | | | | | | [removed: 195] [added: (12,434)] | | | | | | [removed: (166)] [added: 195] | | | | | | [removed: 361] [added: (12,629)] | | | | | | * | | |

| Total other income (expense), net | | | | | | [removed: (140,308)] [added: (88,663)] | | | | | | [removed: (166,242)] [added: (140,308)] | | | | | | [removed: 25,934] [added: 51,645] | | | | | | [removed: (15.6)] [added: (36.8)] | | |

| Income tax benefit (provision), net | | | | | | [removed: (24,069)] [added: (65,626)] | | | | | | [removed: (20,488)] [added: (24,069)] | | | | | | [removed: (3,581)] [added: (41,557)] | | | | | | [removed: 17.5] [added: *] | | |

| Net income (loss) | | | | | | [removed: (51,904)] [added: 62,721] | | | | | | [removed: (74,252)] [added: (51,904)] | | | | | | [removed: 22,348] [added: 114,625] | | | | | | [removed: (30.1)] [added: *] | | |

| Less: Net loss (income) attributable to non-controlling interests | | | | | | [removed: 11,754] [added: 10,154] | | | | | | [removed: 11,335] [added: 11,754] | | | | | | [removed: 419] [added: (1,600)] | | | | | | [removed: 3.7] [added: (13.6)] | | |

| Net income (loss) attributable to EchoStar Corporation common stock | | | | | | $ | [removed: (40,150)] [added: 72,875] | | | | | $ | [removed: (62,917)] [added: (40,150)] | | | | | $ | [removed: 22,767] [added: 113,025] | | | | | [removed: (36.2)] [added: *] | | |

| Subscribers, end of period | | | | | | [removed: 1,564,000] [added: 1,462,000] | | | | | | [removed: 1,477,000] [added: 1,564,000] | | | | | | [removed: 87,000] [added: (102,000)] | | | | | | [removed: 5.9] [added: (6.5)] | | |

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

The following discussion relates to our results of operations for the years ended December 31, [removed: 2020 and 2019.][added: 2021 compared to the year ended December 31, 2020:]

Services and other revenue totaled $1.7 billion for the year ended December 31, [removed: 2020,] [added: 2021,] an increase of [removed: $63.0] [added: $33.0] million, or [removed: 3.9%,] [added: 2.0%,] as compared to [removed: 2019.][added: 2020.]

[removed: - Services and other] [added: Total] revenue [removed: from our Hughes segment] [added: was $11.8 million] for the year ended December 31, [removed: 2020 increased by $69.2] [added: 2021, an increase of $2.1] million, or [removed: 4.4%, to $1.7 billion] [added: 22.1%, as] compared to [removed: 2019.][added: 2020, primarily due to increased services and other revenue from DISH Network.]

The increase was primarily attributable to increases in [added: hardware] sales of [removed: broadband services] [added: $76.7 million] to our [removed: consumer customers of $109.3 million,] [added: enterprise customers,] partially offset by [removed: a decrease] [added: decreases] in [added: hardware] sales [added: to our mobile satellite system customers] of [removed: services] [added: $8.0 million and] to our [removed: enterprise] [added: consumer] customers of [removed: $35.9] [added: $3.9] million.

These variances reflect the negative impact of exchange rate fluctuations of [removed: $35.6] [added: $4.6] million, primarily attributable to our consumer customers.

Equipment revenue totaled [removed: $205.6] [added: $270.4] million for the year ended December 31, [removed: 2020, a decrease] [added: 2021, an increase] of [removed: $61.2] [added: $64.8] million, or [removed: 22.9%,] [added: 31.5%,] as compared to [removed: 2019.][added: 2020.]

These variances reflect the negative impact of exchange rate fluctuations of [removed: $3.5 million, primarily attributable to our enterprise customers.][added: $4.7 million.]

Cost of sales - services and other totaled [removed: $577.9] [added: $551.7] million for the year ended December 31, [removed: 2020, an increase] [added: 2021, a decrease] of [removed: $16.6] [added: $26.3] million, or [removed: 3.0%,] [added: 4.5%,] as compared to [removed: 2019.][added: 2020.]

The increase was primarily attributable to the corresponding increase in [removed: services] [added: equipment revenue] and [removed: other revenue.][added: product mix.]

Cost of sales - equipment totaled [removed: $166.4] [added: $232.0] million for the year ended December 31, [removed: 2020, a decrease] [added: 2021, an increase] of [removed: $59.6] [added: $65.5] million, or [removed: 26.4%,] [added: 39.4%,] as compared to [removed: 2019.][added: 2020.]

Selling, general and administrative expenses totaled [removed: $474.9] [added: $461.7] million for the year ended December 31, [removed: 2020,] [added: 2021,] a decrease of [removed: $34.2] [added: $13.2] million, or [removed: 6.7%,] [added: 2.8%,] as compared to [removed: 2019.][added: 2020.]

Depreciation and amortization expenses totaled [removed: $525.0] [added: $491.3] million for the year ended December 31, [removed: 2020, an increase] [added: 2021, a decrease] of [removed: $34.2] [added: $33.7] million, or [removed: 7.0%,] [added: 6.4%,] as compared to [removed: 2019.][added: 2020.]

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

[removed: Interest] [added: | Increase (decrease) in interest] income, [removed: net.][added: net | | | | | | (17,181) | | |]

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

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

| Cost of sales - equipment | | | | | | 231,975 | | | | | | 166,435 | | | | | | 65,540 | | | | | | 39.4 | | |

| Depreciation and amortization | | | | | | 491,329 | | | | | | 525,011 | | | | | | (33,682) | | | | | | (6.4) | | |

| Operating income (loss) | | | | | | 217,010 | | | | | | 112,473 | | | | | | 104,537 | | | | | | 92.9 | | |

| Other-than-temporary impairment losses on equity method investments | | | | | | (55,266) | | | | | | — | | | | | | (55,266) | | | | | | * | | |

| Income (loss) before income taxes | | | | | | 128,347 | | | | | | (27,835) | | | | | | 156,182 | | | | | | * | | |

| EBITDA (2) | | | | | | $ | 702,541 | | | | | $ | 616,875 | | | | | $ | 85,666 | | | | | 13.9 | | |

The increase was primarily attributable to our Hughes segment related to higher sales of broadband services to our consumer customers of $27.8 million and to our mobile satellite system customers of $1.4 million.

Sales of broadband services to our enterprise customers remained flat compared to 2020.

Our Corporate and Other segment increased by $2.1 million.

The decrease was attributable to lower costs of services provided to our consumer customers associated with customer care and field services as well as a non-recurring decrease in a certain international regulatory fee of $4.5 million.

The decrease was primarily attributable to decreases in bad debt expense of $4.7 million and decreases in other selling, general and administrative expenses of $7.1 million.

The decrease was primarily attributable to (i) decreases in our satellite depreciation of $27.1 million, mainly related to our SPACEWAY 3 satellite which was fully depreciated at the end of the first quarter of 2021, (ii) decreases in amortization of intangibles of $6.5 million, and (iii) decreases in other property and equipment depreciation expense of $2.9 million.

Impairment of long-lived assets. Impairment of long-lived assets totaled $0.2 million for the year ended December 31, 2021, a decrease of $1.4 million, or 85.5%, as compared to 2020.

Gains (losses) on investments, net. Gains (losses) on investments, net totaled $69.5 million in gains for the year ended December 31, 2021, an increase of $100.8 million, as compared to 2020.

The change was due to the net impact of foreign exchange rate fluctuations of certain foreign currencies during the year.

Other-than-temporary impairment losses on equity method investments. Other-than-temporary impairment losses on equity method investments was $55.3 million for the year ended December 31, 2021, related to the impairment of our investment in Dish Mexico.

Given changing market trends, conditions, and company-specific events, we concluded that our investment in Dish Mexico was not recoverable.

The increase was primarily attributable to a litigation expense of $16.8 million and losses from debt repurchases on our 7 5/8% Senior Unsecured Notes due 2021 of $1.9 million, partially offset by dividends received from certain marketable equity securities of $2.5 million..

| Decrease (increase) in other-than-temporary impairment losses on equity method investments | | | | | | (55,266) | | |

| Depreciation and amortization | | | | | | 491,329 | | | | | | 525,011 | | | | | | (33,682) | | | | | | (6.4) | | |

| EBITDA | | | | | | $ | 702,541 | | | | | $ | 616,875 | | | | | $ | 85,666 | | | | | 13.9 | | |

| Decrease (increase) in other-than-temporary impairment losses on equity method investments | | | | | | (55,266) | | |

| Total revenue | | | | | | $ | 1,956,226 | | | | | $ | 17,679 | | | | | $ | 11,815 | | | | | $ | 1,985,720 | |

| Capital expenditures | | | | | | 296,303 | | | | | | — | | | | | | 142,127 | | | | | | 438,430 | | |

| EBITDA | | | | | | 781,824 | | | | | | 9,185 | | | | | | (88,468) | | | | | | 702,541 | | |

| | | | | | | 2021 | | | | | | 2020 | | | | | | Amount | | | | | | % | | | | | |

| Total revenue | | | | | | $ | 1,956,226 | | | | | $ | 1,860,834 | | | | | $ | 95,392 | | | | | 5.1 | | | | | |

| Capital expenditures | | | | | | 296,303 | | | | | | 355,197 | | | | | | (58,894) | | | | | | (16.6) | | | | | |

| EBITDA | | | | | | 781,824 | | | | | | 727,608 | | | | | | 54,216 | | | | | | 7.5 | | | | | |

Sales of broadband services to our enterprise customers remained flat compared to 2020.

Equipment revenue increased primarily due to increases in hardware sales of $76.7 million to our enterprise customers, partially offset by decreases in hardware sales to our mobile satellite system customers of $8.0 million and to our consumer customers of $ 3.9 million.

| Decrease (increase) in net loss (income) attributable to non-controlling interests | | | | | | (1,600) | | |

| | | | | | | 2021 | | | | | | 2020 | | | | | | Amount | | | | | | % | | |

| Total revenue | | | | | | $ | 17,679 | | | | | $ | 17,398 | | | | | $ | 281 | | | | | 1.6 | | |

| EBITDA | | | | | | 9,185 | | | | | | 7,873 | | | | | | 1,312 | | | | | | 16.7 | | |

Total revenue was $17.7 million for the year ended December 31, 2021, which is primarily flat compared to 2020.

| Total revenue | | | | | | $ | 11,815 | | | | | $ | 9,675 | | | | | $ | 2,140 | | | | | 22.1 | | |

| Capital expenditures | | | | | | 142,127 | | | | | | 53,560 | | | | | | 88,567 | | | | | | * | | |

| Equipment revenue | | | | | | 205,603 | | | | | | 266,810 | | | | | | (61,207) | | | | | | (22.9) | | |

| Total revenue | | | | | | 1,887,907 | | | | | | 1,886,081 | | | | | | 1,826 | | | | | | 0.1 | | |

| Cost of sales - equipment | | | | | | 166,435 | | | | | | 226,002 | | | | | | (59,567) | | | | | | (26.4) | | |

| Depreciation and amortization | | | | | | 525,011 | | | | | | 490,765 | | | | | | 34,246 | | | | | | 7.0 | | |

| Operating income (loss) | | | | | | 112,473 | | | | | | 73,077 | | | | | | 39,396 | | | | | | 53.9 | | |

| Income (loss) from continuing operations before income taxes | | | | | | (27,835) | | | | | | (93,165) | | | | | | 65,330 | | | | | | (70.1) | | |

| Net income (loss) from continuing operations | | | | | | (51,904) | | | | | | (113,653) | | | | | | 61,749 | | | | | | (54.3) | | |

| Net income (loss) from discontinued operations | | | | | | — | | | | | | 39,401 | | | | | | (39,401) | | | | | | (100.0) | | |

| EBITDA (2) | | | | | | $ | 616,875 | | | | | $ | 577,599 | | | | | $ | 39,276 | | | | | 6.8 | | |

ITEM 7.

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

Services and other revenue.

- Services and other revenue from our Corporate and Other segment for the year ended December 31, 2020 decreased by $7.3 million, or 43.0%, to $9.7 million compared to 2019, primarily attributable to a decrease in income from certain real estate previously leased to DISH Network and transferred as part of the BSS Transaction.

Equipment revenue.

The decrease was primarily attributable to $43.2 million related to the bankruptcy of a certain customer and $38.9 million decreased sales to our international enterprise customers, partially offset by $24.7 million increased sales to our domestic enterprise customers.

Cost of sales - services and other.

Cost of sales - equipment.

The decrease was primarily attributable to the corresponding reduction in equipment revenue.

The decrease was primarily attributable to expenses related to the license fee dispute in India of $9.4 million in 2019, certain legal proceedings of $25.7 million in 2019, and decreased sales and marketing expenses of $6.4 million in 2020, partially offset by increases in other general and administrative expenses of $7.3 million in 2020.

The increase was primarily attributable to increases in depreciation expense of $21.8 million relating to our customer premises equipment and $13.4 million relating to the depreciation of assets acquired in the Yahsat Brazil JV Transaction of which $7.9 million are related to non-recurring accelerated depreciation of assets that were scheduled for replacement after the Yahsat Brazil JV Transaction.

The change was due to the net weakening of the U.S. dollar against certain foreign currencies in 2020 compared to 2019.

| Decrease (increase) in interest expense, net of amounts capitalized | | | | | | 103,089 | | |

| Increase (decrease) in net income (loss) from discontinued operations | | | | | | (39,401) | | |

EBITDA.

| Net loss (income) from discontinued operations | | | | | | — | | | | | | (39,401) | | | | | | 39,401 | | | | | | (100.0) | | |

| EBITDA | | | | | | $ | 616,875 | | | | | $ | 577,599 | | | | | $ | 39,276 | | | | | 6.8 | | |

| 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 | | |

| Total revenue | | | | | | $ | 1,860,834 | | | | | $ | 1,852,742 | | | | | $ | 8,092 | | | | | 0.4 | | | | | |

| Capital expenditures | | | | | | 355,197 | | | | | | 308,781 | | | | | | 46,416 | | | | | | 15.0 | | | | | |

| EBITDA | | | | | | 727,608 | | | | | | 625,660 | | | | | | 101,948 | | | | | | 16.3 | | | | | |

Equipment revenue decreased primarily due to $43.2 million related to the bankruptcy of a certain customer and $38.9 million decreased sales to our international enterprise customers, partially offset by $24.7 million increased sales to our domestic enterprise customers.

| Total revenue | | | | | | $ | 17,398 | | | | | $ | 16,257 | | | | | $ | 1,141 | | | | | 7.0 | | |

| EBITDA | | | | | | 7,873 | | | | | | 6,994 | | | | | | 879 | | | | | | 12.6 | | |

Total revenue was $17.4 million for the year ended December 31, 2020, an increase of $1.1 million, or 7.0%, as compared to 2019, primarily due to an increase in transponder services provided to third parties.

| Total revenue | | | | | | $ | 9,675 | | | | | $ | 17,082 | | | | | $ | (7,407) | | | | | (43.4) | | |

| Capital expenditures | | | | | | 53,560 | | | | | | 109,293 | | | | | | (55,733) | | | | | | (51.0) | | |

| EBITDA | | | | | | (118,606) | | | | | | (55,055) | | | | | | (63,551) | | | | | | * | | |

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 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.

As of December 31, [removed: 2021,] [added: 2022,] our cash, cash equivalents and marketable investment securities had a fair value of [removed: $1.5] [added: $1.7] billion.

Of this amount, a total of [removed: $1.4] [added: $1.6] 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: $1.4] [added: $1.6] billion as of December 31, [removed: 2021,] [added: 2022,] a hypothetical 10% change in average interest rates during [removed: 2021] [added: 2022] 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: 2021] [added: 2022] of [removed: 0.23%.][added: 2.21%.]

A hypothetical 10% decrease in average interest rates during [removed: 2021] [added: 2022] would have resulted in a decrease of [removed: $0.4] [added: $2.8] million in annual interest income.

As of December 31, [removed: 2021,] [added: 2022,] we held investments in the publicly traded securities of several companies with a fair value of [removed: $142.9] [added: $118.8] million.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during [removed: 2021] [added: 2022] would have resulted in a decrease of [removed: $14.3] [added: $11.9] million in the fair value of these investments.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $206.5] [added: $273.2] 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 [removed: equity instruments] [added: investments] during [removed: 2021] [added: 2022] would have resulted in a decrease of [removed: $20.7] [added: $27.3] 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 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.][added: transactions.]

The estimated fair values of the foreign currency contracts were not material as of December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] would have resulted in an estimated loss to the cumulative translation adjustment of [removed: $42.6] [added: $42.5] million as of December 31, [removed: 2021.][added: 2022.]

As of December 31, 2022, we had foreign currency forward contracts with a notional amount of $8.3 million in place to partially mitigate foreign currency exchange risk.

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

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

Our Class A common stock is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SATS.” [added: During 2022, Hamid Akhavan joined the Company as its Chief Executive Officer and President.]

We provide [removed: broadband satellite technologies, broadband] internet services [removed: for] [added: to] consumer customers, which include home and small to medium-sized businesses, [added: and] satellite [removed: services] and [removed: solutions for] [added: multi-transport technologies and managed network services to] enterprise customers, [removed: which include] [added: telecommunications providers,] aeronautical [added: service providers] and government [removed: enterprises.][added: entities, including the U.S. Department of Defense.]

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

We intend to use our expertise, technologies, capital, investments, global presence, relationships and other capabilities to continue to provide broadband internet systems, equipment, networks and [added: managed] services for information, the internet-of-things, entertainment, education, remote-connectivity and commerce across industries and communities globally for consumer and enterprise customers.

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

These [added: business] 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 maker (“CODM”), who is the Company’s Chief Executive Officer.

Our operations also include various corporate [removed: departments] [added: functions] (primarily Executive, Treasury, Strategic Development, Human Resources, 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.

All amounts [removed: reference results from continuing operations unless otherwise noted and] [added: presented in this Form 10-K] are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

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

[removed: Continue] [added: - Continue] to [added: diversify our business by] selectively [removed: explore] [added: exploring] new domestic and international strategic initiatives.

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

[removed: 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] [added: The India JV combines] the [removed: very small aperture terminal (“VSAT”)] [added: VSAT] businesses of both companies to offer flexible and scalable enterprise networking solutions [removed: in India] using satellite connectivity for primary transport, back-up and hybrid [removed: network implementation.][added: implementation in India.]

We have positioned ourselves to continue to develop the S-band spectrum globally by acquiring Sirion Global Pty Ltd., which we have renamed EchoStar Global Australia Pty Ltd (“EchoStar [removed: Global”), which holds global S-band non-geostationary satellite spectrum rights for MSS.][added: Global”).]

[removed: Develop] [added: - Develop] improved and new technologies.

[removed: Our] [added: We believe that our] engineering capabilities provide us with the opportunity to develop and deploy cutting edge technologies, license our technologies to others and maintain a leading technological position in the industries in which we are active.

[removed: We provide] [added: Our Hughes segment provides] broadband satellite technologies and broadband internet products and services to consumer customers.

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

[removed: Growth] [added: In most areas] of [removed: our consumer subscriber base in] the U.S. [removed: continues to be constrained where] we are nearing or have reached [removed: maximum capacity] [added: capacity, which has resulted] in [removed: most areas.][added: our consumer subscriber base becoming increasingly limited.]

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

On January 4, 2022, [removed: the formation of] this joint venture was [removed: announced, with] [added: formed (the “India JV”) and subsequent to the formation of the India JV, we hold a 67% ownership interest and] Bharti [removed: obtaining] [added: holds] a 33% ownership interest in [removed: the combined business.][added: HCIPL.]

In August 2017, we entered into a long-term contract for the design and construction of the EchoStar XXIV satellite, a [removed: new,] next-generation, high throughput geostationary satellite.

The EchoStar XXIV satellite is expected to be launched in the [removed: fourth] [added: second] quarter of [removed: 2022.][added: 2023.]

[removed: Further delays or impediments] [added: Delay in the availability of the EchoStar XXIV satellite] could have a material adverse impact on our business operations, future revenues, financial position and prospects, [removed: the completion of manufacture of the EchoStar XXIV satellite] and our planned expansion of satellite broadband services throughout North, South and Central America.

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

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 fiber, cable, and wireless [added: internet service providers offering competitive services in the markets we seek to serve.]

Our primary satellite [removed: competitor] [added: competitors] in our North American consumer market [removed: is] [added: are] ViaSat Communications, Inc., which is owned by ViaSat, Inc. [removed: (“ViaSat”).][added: (“ViaSat”), and Space Exploration Technologies Corp. (“SpaceX”).]

[added: Both] ViaSat [removed: has] [added: and SpaceX have] also [removed: announced plans to enter] [added: entered] the South and Central American consumer markets.

Our principal competitors for the supply of [removed: very-small-aperture terminal] [added: VSAT] satellite networks are Gilat Satellite Networks Ltd, ViaSat, and ST Engineering iDirect, Inc. To differentiate ourselves from our competitors, we emphasize particular technological features of our products and services, our ability to customize networks and perform desired development work and the quality of our customer service.

[removed: Manufacturing][added: Our Manufacturing]

Certain products in our Hughes segment are assembled at our facilities in Maryland and we outsource a [removed: significant] portion of the manufacturing of our products to third parties.

As of December 31, [removed: 2021,] [added: 2022,] our satellite fleet consisted of ten [removed: GEO] [added: geosynchronous (“GEO”)] satellites, seven of which are owned and three of which are leased.

The following table presents our GEO satellite fleet as of December 31, [removed: 2021:][added: 2022:]

(2) Upon consummation of our joint venture with [removed: Yahsat] [added: Al Yah Satellite Communications Company PrJSC (“Yahsat”)] in Brazil in November 2019, we acquired the Brazilian Ka-band payload on this satellite.

Inclined-orbit will extend its life [removed: but impact] [added: to enable further] revenue generating [removed: capabilities.][added: opportunities.]

Our EchoStar XXIV satellite is included in construction in progress as of December 31, [removed: 2021.][added: 2022.]

The satellite is expected to be launched in the [removed: fourth] [added: second] quarter of [removed: 2022.][added: 2023.]

We are not aware of any anomalies with respect to our owned or leased satellites that have had any such significant adverse effect during the year ended December 31, [removed: 2021.][added: 2022.]

There can be no assurance, however, that anomalies will not have [removed: any such] [added: a significant] adverse [removed: effects] [added: effect] in the future.

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These constraints are expected to be addressed by the launch of the EchoStar XXIV satellite.

The results of operations related to the India JV have been included in these Consolidated Financial Statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) from the date of formation.

The costs associated with the closing of the India JV were not material and were expensed as incurred.

Following delays of over two years, in November 2022 we negotiated an amendment to our contract with the manufacturer to provide for additional compensation for past delays and a realignment of remedies.

The contract now provides relief to us on certain payments, including approximately $14.0 million in payments through orbit-raising, and $44.5 million, plus 6% interest on such amounts, in deferred in-orbit incentive payments.

Additionally, the contract now requires the payment of additional liquidated damages to us in the event of further delay, and provides for our right to terminate beginning January 1, 2024 if the satellite has not yet been delivered.

In addition, the Company and the manufacturer will enter into an agreement under which the Company will provide certain products and/or services during 2023.

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- Focus on optimization of operations and product offerings.

Currently and until the launch of our EchoStar XXIV satellite, our main focus is on optimizing the use of existing assets and services with primary attention on capacity yield.

During this period efforts are directed towards the most scalable and profitable regions.

The introduction of HughesNet Fusion was announced in September 2022 and is a low-latency satellite internet offering which connects mobile and landline technologies with satellites.

The introduction of HughesNet Fusion is a growth opportunity that allows us to expand our service delivery options.

Also, we are looking for additional opportunities for cross-functional collaboration within our organization, leading to simplification and centralization of structure to achieve greater efficiencies.

- Monetize our EchoStar XXIV satellite.

Following the launch of our EchoStar XXIV satellite, which will provide additional capacity and ability to offer higher speed service plans, our focus will be on monetizing it.

We are planning not only for the launch itself but for the introduction of our related services with new higher speed plans, including a new higher speed HughesNet Fusion offering.

We believe that the kind of services we will be offering are in demand, and we expect to be able to effectively market a highly competitive set of services once EchoStar XXIV enters service.

- Strong focus on our enterprise business. We also have a strong focus on growing our global enterprise business by leveraging our business connectivity, managed service portfolio, hybrid business solutions, and our own manufactured products.

Increased participation in this vast market segment is a key element of our diversification strategy.

During this period, we will also focus on improving operational scale with potential small acquisitions.

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- Continue development of S-band and other hybrid spectrum resources. We hold S-band mobile satellite service (“MSS”) and terrestrial authorizations in Europe, Mexico and Chile, and are in the process of applying for and receiving additional authorizations.

EchoStar Global has brought into use the International Telecommunication Union (“ITU”) global S-band non-geostationary satellite spectrum rights for MSS.

In February of 2023, we announced an agreement with Astro Digital US, Inc. (“Astro Digital”), a designer, manufacturer and operator of small satellite systems, for the construction of a global S-band MSS network.

Under the agreement, Astro Digital will manufacture the satellites for the constellation, which will deliver global Internet of Things, machine-to-machine and other data services beginning in 2024.

EchoStar Global will operate this constellation.

In addition, we believe we remain in a unique position to develop a stand-alone as well as a hybrid MSS and complementary ground component network service.

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The Company placed the satellite in an inclined-orbit in the first quarter of 2023.

During the first quarter of 2023, we lost contact with our third nano-satellite (“EG-3”), which was launched in the second quarter of 2021 and brought into use our Sirion-1 ITU filing in the third quarter of 2021.

We are continuing attempts to reestablish contact with EG-3, and in the event we are unable to do so, we will have three years to place a new S-band spacecraft at the altitude prescribed in our Australian ITU filing.

We expect the first group of S-band satellites recently ordered from Astro Digital to be launched well in advance of the three year replacement timeline.

We are not aware of any other anomalies with respect to our owned or leased satellites as of the date of these Consolidated Financial Statements.

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We have obtained certain insurance for our EchoStar XXIV satellite covering launch plus the first year of operations.

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technical and ongoing due diligence obligations, maintaining bonds, payment of annual regulatory fees and various reporting requirements.

The 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 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”).

In connection with the BSS Transaction, we and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively.

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.

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 consideration.

Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment.

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 (“Consolidated Financial Statements”).

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

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

Additionally, certain prior period amounts have been adjusted to conform to the current period presentation.*

Capitalize on domestic and international demand for broadband services.

We intend to capitalize on the domestic and international demand for satellite-delivered broadband internet services and enterprise solutions by utilizing, among other things, our industry expertise, technology leadership 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.

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.

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

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

For example, our joint venture with Al Yah Satellite Communications Company PrJSC (“Yahsat”) enables us to provide satellite broadband services across Africa, the Middle East and southwest Asia.

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.

We also hold licenses for S-band MSS and terrestrial services in Mexico.

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.

Our Hughes segment continues to focus our efforts on optimizing financial returns of our existing satellites while planning for new satellite capacity to be launched, leased or acquired.

Our consumer revenue growth depends on our success in adding new and retaining existing subscribers, as well as increasing our Average Revenue Per User/subscriber (“ARPU”).

Service 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 both our enterprise and consumer businesses rely heavily

on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies.

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

In May 2019, we entered into an agreement with 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.

The combined business provides broadband internet services and enterprise solutions in Brazil using the Telesat T19V satellite, the Eutelsat 65W satellite and Yahsat’s Al Yah 3 satellite.

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

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.

The EchoStar XXIV satellite is primarily intended to provide additional capacity for our HughesNet service in North, Central and South America as well as enterprise broadband services.

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.

Our ESS segment, like others in the fixed satellite services industry, has encountered, and may continue to encounter, negative pressure on transponder rates and demand.

OTHER BUSINESS OPPORTUNITIES

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

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

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $976.8] [added: $646.8] 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: 15, 2022,] [added: 6, 2023,] the registrant’s outstanding common stock consisted of [removed: 38,169,758] [added: 35,594,333] 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: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference in Part III.

| [Disclosure Regarding Forward Looking [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_7425)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_379)] | | | | | | [removed: [i](#ida2867b0f3ba445f8ace5802eeed3a05_7425)] [added: [i](#ia4fcc9b431d4479e936bad386c592c11_379)] | | |

| [Item [removed: 1A.](#ida2867b0f3ba445f8ace5802eeed3a05_6728)] [added: 1A.](#ia4fcc9b431d4479e936bad386c592c11_433)] | | | [Risk [removed: Factors](#ida2867b0f3ba445f8ace5802eeed3a05_6728)] [added: Factors](#ia4fcc9b431d4479e936bad386c592c11_433)] | | | [removed: [14](#ida2867b0f3ba445f8ace5802eeed3a05_6728)] [added: [13](#ia4fcc9b431d4479e936bad386c592c11_433)] | | |

| [Item [removed: 1B.](#ida2867b0f3ba445f8ace5802eeed3a05_772)] [added: 1B.](#ia4fcc9b431d4479e936bad386c592c11_463)] | | | [Unresolved Staff [removed: Comments](#ida2867b0f3ba445f8ace5802eeed3a05_772)] [added: Comments](#ia4fcc9b431d4479e936bad386c592c11_463)] | | | [removed: [25](#ida2867b0f3ba445f8ace5802eeed3a05_772)] [added: [23](#ia4fcc9b431d4479e936bad386c592c11_463)] | | |

| [Item [removed: 3.](#ida2867b0f3ba445f8ace5802eeed3a05_331)] [added: 3.](#ia4fcc9b431d4479e936bad386c592c11_469)] | | | [Legal [removed: Proceedings](#ida2867b0f3ba445f8ace5802eeed3a05_331)] [added: Proceedings](#ia4fcc9b431d4479e936bad386c592c11_469)] | | | [removed: [26](#ida2867b0f3ba445f8ace5802eeed3a05_331)] [added: [24](#ia4fcc9b431d4479e936bad386c592c11_469)] | | |

| [Item [removed: 4.](#ida2867b0f3ba445f8ace5802eeed3a05_343)] [added: 4.](#ia4fcc9b431d4479e936bad386c592c11_358)] | | | [Mine Safety [removed: Disclosures](#ida2867b0f3ba445f8ace5802eeed3a05_343)] [added: Disclosures](#ia4fcc9b431d4479e936bad386c592c11_358)] | | | [removed: [26](#ida2867b0f3ba445f8ace5802eeed3a05_343)] [added: [24](#ia4fcc9b431d4479e936bad386c592c11_358)] | | |

| [Item [removed: 5.](#ida2867b0f3ba445f8ace5802eeed3a05_781)] [added: 5.](#ia4fcc9b431d4479e936bad386c592c11_475)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ida2867b0f3ba445f8ace5802eeed3a05_781)] [added: Securities](#ia4fcc9b431d4479e936bad386c592c11_475)] | | | [removed: [27](#ida2867b0f3ba445f8ace5802eeed3a05_781)] [added: [25](#ia4fcc9b431d4479e936bad386c592c11_475)] | | |

| [Item [removed: 7.](#ida2867b0f3ba445f8ace5802eeed3a05_787)] [added: 7.](#ia4fcc9b431d4479e936bad386c592c11_481)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ida2867b0f3ba445f8ace5802eeed3a05_787)] [added: Operations](#ia4fcc9b431d4479e936bad386c592c11_481)] | | | [removed: [29](#ida2867b0f3ba445f8ace5802eeed3a05_787)] [added: [27](#ia4fcc9b431d4479e936bad386c592c11_481)] | | |

| [Item [removed: 7A.](#ida2867b0f3ba445f8ace5802eeed3a05_802)] [added: 7A.](#ia4fcc9b431d4479e936bad386c592c11_487)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ida2867b0f3ba445f8ace5802eeed3a05_802)] [added: Risk](#ia4fcc9b431d4479e936bad386c592c11_487)] | | | [removed: [53](#ida2867b0f3ba445f8ace5802eeed3a05_802)] [added: [50](#ia4fcc9b431d4479e936bad386c592c11_487)] | | |

| [Item [removed: 8.](#ida2867b0f3ba445f8ace5802eeed3a05_805)] [added: 8.](#ia4fcc9b431d4479e936bad386c592c11_490)] | | | [Financial Statements and Supplementary [removed: Data](#ida2867b0f3ba445f8ace5802eeed3a05_805)] [added: Data](#ia4fcc9b431d4479e936bad386c592c11_490)] | | | [removed: [55](#ida2867b0f3ba445f8ace5802eeed3a05_805)] [added: [52](#ia4fcc9b431d4479e936bad386c592c11_490)] | | |

| [Item [removed: 9.](#ida2867b0f3ba445f8ace5802eeed3a05_808)] [added: 9.](#ia4fcc9b431d4479e936bad386c592c11_493)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ida2867b0f3ba445f8ace5802eeed3a05_808)] [added: Disclosure](#ia4fcc9b431d4479e936bad386c592c11_493)] | | | [removed: [55](#ida2867b0f3ba445f8ace5802eeed3a05_808)] [added: [52](#ia4fcc9b431d4479e936bad386c592c11_493)] | | |

| [Item [removed: 9A.](#ida2867b0f3ba445f8ace5802eeed3a05_325)] [added: 9A.](#ia4fcc9b431d4479e936bad386c592c11_496)] | | | [Controls and [removed: Procedures](#ida2867b0f3ba445f8ace5802eeed3a05_325)] [added: Procedures](#ia4fcc9b431d4479e936bad386c592c11_496)] | | | [removed: [55](#ida2867b0f3ba445f8ace5802eeed3a05_325)] [added: [52](#ia4fcc9b431d4479e936bad386c592c11_496)] | | |

| [Item [removed: 9B.](#ida2867b0f3ba445f8ace5802eeed3a05_346)] [added: 9B.](#ia4fcc9b431d4479e936bad386c592c11_499)] | | | [Other [removed: Information](#ida2867b0f3ba445f8ace5802eeed3a05_346)] [added: Information](#ia4fcc9b431d4479e936bad386c592c11_499)] | | | [removed: [56](#ida2867b0f3ba445f8ace5802eeed3a05_346)] [added: [53](#ia4fcc9b431d4479e936bad386c592c11_499)] | | |

| [Item [removed: 9C.](#ida2867b0f3ba445f8ace5802eeed3a05_7718)] [added: 9C.](#ia4fcc9b431d4479e936bad386c592c11_502)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ida2867b0f3ba445f8ace5802eeed3a05_7718)] [added: Inspections](#ia4fcc9b431d4479e936bad386c592c11_502)] | | | [removed: [56](#ida2867b0f3ba445f8ace5802eeed3a05_7718)] [added: [53](#ia4fcc9b431d4479e936bad386c592c11_502)] | | |

| [Item [removed: 10.](#ida2867b0f3ba445f8ace5802eeed3a05_817)] [added: 10.](#ia4fcc9b431d4479e936bad386c592c11_508)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ida2867b0f3ba445f8ace5802eeed3a05_817)] [added: Governance](#ia4fcc9b431d4479e936bad386c592c11_508)] | | | [removed: [56](#ida2867b0f3ba445f8ace5802eeed3a05_817)] [added: [54](#ia4fcc9b431d4479e936bad386c592c11_508)] | | |

| [Item [removed: 11.](#ida2867b0f3ba445f8ace5802eeed3a05_820)] [added: 11.](#ia4fcc9b431d4479e936bad386c592c11_511)] | | | [Executive [removed: Compensation](#ida2867b0f3ba445f8ace5802eeed3a05_820)] [added: Compensation](#ia4fcc9b431d4479e936bad386c592c11_511)] | | | [removed: [56](#ida2867b0f3ba445f8ace5802eeed3a05_820)] [added: [54](#ia4fcc9b431d4479e936bad386c592c11_511)] | | |

| [Item [removed: 12.](#ida2867b0f3ba445f8ace5802eeed3a05_823)] [added: 12.](#ia4fcc9b431d4479e936bad386c592c11_514)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ida2867b0f3ba445f8ace5802eeed3a05_823)] [added: Matters](#ia4fcc9b431d4479e936bad386c592c11_514)] | | | [removed: [56](#ida2867b0f3ba445f8ace5802eeed3a05_823)] [added: [54](#ia4fcc9b431d4479e936bad386c592c11_514)] | | |

| [Item [removed: 13.](#ida2867b0f3ba445f8ace5802eeed3a05_826)] [added: 13.](#ia4fcc9b431d4479e936bad386c592c11_517)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ida2867b0f3ba445f8ace5802eeed3a05_826)] [added: Independence](#ia4fcc9b431d4479e936bad386c592c11_517)] | | | [removed: [57](#ida2867b0f3ba445f8ace5802eeed3a05_826)] [added: [54](#ia4fcc9b431d4479e936bad386c592c11_517)] | | |

| [Item [removed: 14.](#ida2867b0f3ba445f8ace5802eeed3a05_829)] [added: 14.](#ia4fcc9b431d4479e936bad386c592c11_520)] | | | [Principal Accounting Fees and [removed: Services](#ida2867b0f3ba445f8ace5802eeed3a05_829)] [added: Services](#ia4fcc9b431d4479e936bad386c592c11_520)] | | | [removed: [57](#ida2867b0f3ba445f8ace5802eeed3a05_829)] [added: [54](#ia4fcc9b431d4479e936bad386c592c11_520)] | | |

| [Item [removed: 15.](#ida2867b0f3ba445f8ace5802eeed3a05_835)] [added: 15.](#ia4fcc9b431d4479e936bad386c592c11_526)] | | | [Exhibits, Financial Statement [removed: Schedules](#ida2867b0f3ba445f8ace5802eeed3a05_835)] [added: Schedules](#ia4fcc9b431d4479e936bad386c592c11_526)] | | | [removed: [58](#ida2867b0f3ba445f8ace5802eeed3a05_835)] [added: [55](#ia4fcc9b431d4479e936bad386c592c11_526)] | | |

| [Item [removed: 16.](#ida2867b0f3ba445f8ace5802eeed3a05_838)] [added: 16.](#ia4fcc9b431d4479e936bad386c592c11_529)] | | | [Form 10-K [removed: Summary](#ida2867b0f3ba445f8ace5802eeed3a05_838)] [added: Summary](#ia4fcc9b431d4479e936bad386c592c11_529)] | | | [removed: [63](#ida2867b0f3ba445f8ace5802eeed3a05_838)] [added: [61](#ia4fcc9b431d4479e936bad386c592c11_529)] | | |

| | | | [Index to Consolidated Financial [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_535)] | | | [removed: [F-](#ida2867b0f3ba445f8ace5802eeed3a05_361)[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: [F-1](#ia4fcc9b431d4479e936bad386c592c11_535)] | | |

- risks related to our dependency upon third-party [removed: providers;] [added: providers, including supply chain disruptions] and [added: inflation;]

Table of Contents

Table of Contents

Table of Contents

| | | | [PART I](#ia4fcc9b431d4479e936bad386c592c11_382) | | | | | |

| Item 1. | | | [Business](#ia4fcc9b431d4479e936bad386c592c11_385) | | | [1](#ia4fcc9b431d4479e936bad386c592c11_385) | | |

| [Item 2.](#ia4fcc9b431d4479e936bad386c592c11_466) | | | [Properties](#ia4fcc9b431d4479e936bad386c592c11_466) | | | [24](#ia4fcc9b431d4479e936bad386c592c11_466) | | |

| | | | [PART II](#ia4fcc9b431d4479e936bad386c592c11_472) | | | | | |

| [Item 6.](#ia4fcc9b431d4479e936bad386c592c11_478) | | | [\[Reserved\]](#ia4fcc9b431d4479e936bad386c592c11_478) | | | [26](#ia4fcc9b431d4479e936bad386c592c11_478) | | |

| | | | [PART III](#ia4fcc9b431d4479e936bad386c592c11_505) | | | | | |

| | | | [PART IV](#ia4fcc9b431d4479e936bad386c592c11_523) | | | | | |

| | | | [Signatures](#ia4fcc9b431d4479e936bad386c592c11_532) | | | [62](#ia4fcc9b431d4479e936bad386c592c11_532) | | |

Table of Contents

- risks related to cybersecurity incidents; and

Table of Contents

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

| Item 1. | | | [Business](#ida2867b0f3ba445f8ace5802eeed3a05_694) | | | [1](#ida2867b0f3ba445f8ace5802eeed3a05_694) | | |

| [Item 2.](#ida2867b0f3ba445f8ace5802eeed3a05_775) | | | [Properties](#ida2867b0f3ba445f8ace5802eeed3a05_775) | | | [26](#ida2867b0f3ba445f8ace5802eeed3a05_775) | | |

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

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

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

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

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

Table of Contents

The following table sets forth certain information concerning our principal properties related to [added: our] Hughes [removed: segment and] [added: segment, our] ESS [removed: segment] [added: segment,] and [removed: to] [added: our] Corporate and Other segment as of December 31, [removed: 2021.][added: 2022.]

Table of Contents

Holders. As of February [removed: 15, 2022,] [added: 6, 2023,] there were [removed: 38,169,758] [added: 35,594,333] shares of our Class A common stock outstanding held by [removed: 7,558] [added: 7,316] 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: 15, 2022,] [added: 6, 2023,] there were 47,687,039 shares of our Class B common stock outstanding, of which [removed: 9,948,283] [added: 25,066] shares were held by Charles W.

Ergen, our Chairman and [removed: 37,738,756] [added: 47,661,973] shares were held in trusts and entities established for the benefit of Mr. Ergen’s family.

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

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

[removed: Our] [added: (1) On November 2, 2021, our] Board of Directors [removed: previously] 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: 2021.][added: 2022.]

[removed: On November 2, 2021,] [added: In addition, on October 20, 2022,] our Board of Directors authorized us to repurchase up to $500.0 million of our Class A common stock commencing January 1, [removed: 2022] [added: 2023] through and including December 31, [removed: 2022.][added: 2023.]

During the year ended December 31, [removed: 2021,] [added: 2022,] we repurchased [removed: 10,941,872] [added: 3,980,612] shares of our Class A common stock.

The following table provides information regarding repurchases of our Class A common stock during the three months ended December 31, [removed: 2021:][added: 2022:]

[removed: (1) On] [added: In addition, on] October [removed: 29, 2020,] [added: 20, 2022,] our Board of Directors authorized us to repurchase up to $500.0 million of our Class A common stock [added: commencing January 1, 2023] through and including December 31, [removed: 2021.][added: 2023.]

All shares repurchased [removed: reflected in the table above] have been converted to treasury shares.

Table of Contents

| October 1 - 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 410,736 | |

| November 1 - 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 410,736 | | |

| December 1 - 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 410,736 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 410,736 | |

| 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 | |

See Disclosure Regarding Forward-Looking Statements [removed: in] [added: of] this Form 10-K for further discussion.

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

[removed: Highlights] [added: Highlights] from our [removed: financial results are as follows:][added: Financial Results]

Consolidated Results of Operations for the Year Ended December 31, [removed: 2021:][added: 2022:]

- Operating income of [removed: $217.0] [added: $189.6] million

- Net income of [removed: $62.7] [added: $166.5] million

- Net income attributable to EchoStar common stock of [removed: $72.9] [added: $177.1] million and basic and diluted earnings per share of common stock of [removed: $0.81][added: $2.10]

Consolidated Financial Condition as of December 31, [removed: 2021:][added: 2022:]

- Total assets of [removed: $6.0] [added: $6.2] billion

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

- Cash and cash equivalents and marketable investment securities of [removed: $1.5] [added: $1.7] billion

We [removed: provide] [added: offer] broadband satellite technologies and broadband internet products and services to consumer customers.

We [removed: provide] [added: offer] broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers.

Our Hughes segment continues to focus [removed: our] [added: its] efforts on optimizing financial returns of our existing satellites while planning for new satellite capacity to be launched, leased or acquired.

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

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

[removed: Growth] [added: In most areas] of [removed: our consumer subscriber base in] the U.S. [removed: continues to be constrained where] we are nearing or have reached [removed: maximum capacity] [added: capacity, which has resulted] in [removed: most areas.][added: our consumer subscriber base becoming increasingly limited.]

[removed: The joint venture combines the VSAT businesses of both companies] [added: On January 4, 2022, our India JV was formed, which allows us] to offer flexible and scalable enterprise networking solutions using satellite connectivity for primary transport, back-up and hybrid [removed: implementation.][added: implementation in India.]

[removed: Further delays or impediments] [added: Delay in the availability of the EchoStar XXIV satellite] could have a material adverse impact on our business operations, future revenues, financial position and prospects, [removed: the completion of manufacture of the EchoStar XXIV satellite] and our planned expansion of satellite broadband services [removed: throughout North, South and Central America.]

| | | | | | | As of December 31, | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | | | | [removed: 2019] | | |

| United States | | | | | | [added: 931,000 | | | | | |] 1,090,000 | | | | | | 1,189,000 | | | | | | [removed: 1,239,000] | | |

| Latin America | | | | | | [added: 297,000 | | | | | |] 372,000 | | | | | | 375,000 | | | | | | [removed: 238,000] | | |

| Total broadband subscribers | | | | | | [added: 1,228,000 | | | | | |] 1,462,000 | | | | | | 1,564,000 | | | | | | [removed: 1,477,000] | | |

The following table presents the approximate number of net subscriber additions for each quarter in [removed: 2021:][added: 2022:]

| | | | | | | For the Three Months Ended | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | | | | December 31 | | | | | | September 30 | | | | | | June 30 | | | | | | March 31 | | | [added: | | | | | | | | | | | |]

| United States | | | | | | [removed: (30,000)] [added: (43,000)] | | | | | | [removed: (24,000)] [added: (46,000)] | | | | | | [removed: (20,000)] [added: (35,000)] | | | | | | [removed: (25,000)] [added: (35,000)] | | | [added: | | | | | | | | | | | |]

| Latin America | | | | | | [removed: (18,000)] [added: (14,000)] | | | | | | [removed: (8,000)] [added: (15,000)] | | | | | | [removed: 9,000] [added: (25,000)] | | | | | | [removed: 14,000] [added: (21,000)] | | | [added: | | | | | | | | | | | |]

| Total net subscriber additions | | | | | | [removed: (48,000)] [added: (57,000)] | | | | | | [removed: (32,000)] [added: (61,000)] | | | | | | [removed: (11,000)] [added: (60,000)] | | | | | | [removed: (11,000)] [added: (56,000)] | | | [added: | | | | | | | | | | | |]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our Hughes segment had [removed: $1.4] [added: $1.5] billion and [removed: $1.3] [added: $1.4] billion of contracted revenue backlog, [removed: respectively.][added: respectively, an increase of 7.1% during that period, primarily due to an increase in contracts from our domestic and international customers.]

Of the total Hughes segment contracted revenue backlog as of December 31, [removed: 2021,] [added: 2022,] we expect to recognize [removed: $506.1] [added: $461.0] million of revenue in [removed: 2022.][added: 2023.]

[removed: Our contracted revenue backlog as] [added: As] of December 31, [added: 2022 and] 2021, [removed: changed] [added: our ESS segment had contracted revenue backlog of $22.3 million and $10.4 million, respectively, an increase of 114.4% during that period, primarily] due to an increase in satellite service contracts with existing and new customers.

Of the total ESS segment contracted revenue backlog as of December 31, [removed: 2021,] [added: 2022,] we expect to recognize [removed: $5.9] [added: $16.5] million of revenue in [removed: 2022.][added: 2023.]

We are not aware of any cyber-incidents with respect to our owned or leased satellites or other networks, equipment or systems that have had a material adverse effect on our business, costs, operations, prospects, results of operation or financial position during the year ended December 31, [removed: 2021] [added: 2022] and through February [removed: 24, 2022.][added: 22, 2023.]

[removed: There] can be no assurance, however, that any such incident can be detected or thwarted or will not have such a material adverse effect in the future.

Year Ended December 31, [removed: 2021] [added: 2022] Compared to the Year Ended December 31, [removed: 2020][added: 2021]

The following table presents our consolidated results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020:][added: 2021:]

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

| Statements of Operations Data (1) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Amount | | | | | | % | | |

Overview

Our operations include various corporate functions that have not been assigned to our business segments.

All amounts presented in this Management’s Discussion and Analysis are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

These constraints are expected to be addressed by the launch of the EchoStar XXIV satellite.

To date, we have not experienced a material adverse impact from the Russia-Ukraine conflict and the associated sanctions.

We expect to launch the EchoStar XXIV satellite in the second quarter of 2023.

Following delays of over two years, in November 2022 we negotiated an amendment to our contract with the manufacturer to provide for additional compensation for past delays and a realignment of remedies.

See Item 1 Business – Hughes Segment of this Form 10-K for further information.

throughout North, South and Central America.

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

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

Our ability to gain new customers and retain existing customers in the U.S. is being impacted by our capacity limitations as well as competitive pressure from satellite-based competitors and other technologies.

For the three months ended December 31, 2022, these factors resulted in lower total subscribers as compared to the three months ended September 30, 2022.

Our ability to gain new customers and retain existing customers in Latin America is also being impacted by adverse economic conditions.

In addition, capacity constraints in certain areas limit our ability to add new subscribers.

For the three months ended December 31, 2022, the decline in net subscribers was primarily due to more selective customer screening and improved churn as compared to the three months ended September 30, 2022.

We continued to execute our strategy of maximizing financial returns by utilizing capacity for higher economic value enterprise and government applications in Latin America.

Continued success of this strategy will further reduce the available capacity for consumer subscribers.

Goodwill Impairment Assessment

We test goodwill for impairment annually in our second fiscal quarter, or more frequently if indicators of impairment exist.

Goodwill is assessed for impairment at the reporting unit level.

Reporting units are identified based on how segment management evaluates the results of segment operations and makes resource allocation decisions to such reporting units.

All of our goodwill is assigned to our Hughes segment.

We conducted our annual impairment test of goodwill during our second fiscal quarter on a qualitative basis and determined that no adjustment to the carrying value of goodwill was then necessary because the fair value exceeded carrying value for our Hughes reporting unit.

During the quarter ended December 31, 2022, we conducted a quantitative interim test of goodwill for all of our reporting units due to the decline of our stock price since our interim test in the third quarter of 2022.

As a result of this interim test, no goodwill impairment was identified.

The fair value of the Hughes reporting unit exceeded the carrying value by more than 20%.

We concluded that there were no other indicators of impairment for the quarter ended December 31, 2022.

Given the decline in our stock price during the year ended December 31, 2022, we believe it is reasonably possible that a further sustained decline in our stock price and market capitalization would result in all or a significant portion of our goodwill becoming impaired.

The impairment of goodwill has no effect on liquidity or capital resources.

However, it would result in a material non-cash charge and would materially adversely affect our financial results in the period recognized.

When estimating the fair value of our Hughes reporting unit, we used a combination of the discounted cash flow and market multiple methodologies.

We weighted 50% of the fair value using a discounted cash flow methodology and 50% using a market multiple approach.

Although we concluded that recent transactions further supported our estimate of fair value, we gave them no such weight as the discounted cash flow and market multiple methodologies were considered more relevant and more reliable to be used in our fair value estimate.

In our discounted cash flow methodology, we developed and utilized a range of inputs that we believe to be reasonable and appropriately conservative.

These inputs included, but were not limited to, revenue growth, EBITDA margins, capital expenditures, a terminal growth rate and a discount rate.

In our market multiple approach, we also utilized what we believe to be a reasonable and appropriately conservative range of revenue and EBITDA multiples.

*Satellite Anomalies and Impairments*

During the first quarter of 2023, we lost contact with our third nano-satellite (“EG-3”), which was launched in the second quarter of 2021 and brought into use our Sirion-1 ITU filing in the third quarter of 2021.

We are continuing attempts to reestablish contact with EG-3, and in the event we are unable to do so, we will have three years to place a new S-band spacecraft at the altitude prescribed in our Australian ITU filing.

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.

We provide broadband satellite technologies, broadband internet services for consumer customers, which include home and small to medium-sized businesses, satellite services and solutions for enterprise customers, which include aeronautical and government enterprises.

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 CODM, who is the Company’s Chief Executive Officer.

Our operations include various corporate departments (primarily Executive, Treasury, Strategic Development, Human Resources, 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.

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

In connection with the BSS Transaction, we and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively.

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.

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 consideration.

Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment.

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 year ended December 31, 2019 in our Consolidated Financial Statements.

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

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

We also design, provide and install gateway and terminal equipment to customers for other satellite systems.

In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.

Our Hughes segment incorporates advances in technology to reduce costs and to increase the functionality and reliability of our products and services.

Through advanced and proprietary methodologies, technologies, software and techniques, we continue to improve the efficiency of our networks.

We invest in technologies to enhance our system and network management capabilities, specifically our managed services for enterprises.

We also continue to invest in next generation technologies that can be applied to our future products and services.

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.

Our Hughes segment currently uses capacity from our owned and leased satellites, including additional satellite capacity leased from third-party providers to provide services to our customers.

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

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

In May 2019, we entered into an agreement with 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.

The combined business provides broadband internet services and enterprise solutions in Brazil using the Telesat T19V satellite, the Eutelsat 65W satellite and Yahsat’s Al Yah 3 satellite.

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

In May 2019, we 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.

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

In August 2017, we entered into a long-term contract for the design and construction of the EchoStar XXIV satellite, a new, next-generation, high throughput geostationary satellite.

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

In December 2020, we entered into an agreement with a launch provider for the launch of EchoStar XXIV.

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

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

Our U.S. consumer subscriber base in certain areas continues to be capacity constrained and we are managing the available capacity to maintain service quality to our existing subscribers.

Balancing of total subscribers relative to capacity utilization in the fourth quarter 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 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.

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

Our ESS segment, like others in the fixed satellite services industry, has encountered, and may continue to encounter, negative pressure on transponder rates and demand.

As of December 31, 2021 and 2020, our ESS segment had contracted revenue backlog of $10.4 million and $6.7 million, respectively.

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

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 Securities Exchange Act of 1934, as amended) that occurred during the three months ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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.

Organizations of the Treadway Commission.

On February [removed: 24, 2022,] [added: 22, 2023,] we issued a press release (the “Press Release”) announcing our financial results for the quarter and year ended December 31, [removed: 2021.][added: 2022.]

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: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed no later than 120 days after December 31, [removed: 2021,] [added: 2022,] under the caption “Principal Accountant Fees and Services,” which information is hereby incorporated herein by reference.

| [Index to Consolidated Financial [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_535)] | | | [removed: F-[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: F-[1](#ia4fcc9b431d4479e936bad386c592c11_535)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ida2867b0f3ba445f8ace5802eeed3a05_358)] [added: Firm](#ia4fcc9b431d4479e936bad386c592c11_538)] | | | [removed: F-[2](#ida2867b0f3ba445f8ace5802eeed3a05_358)] [added: F-[2](#ia4fcc9b431d4479e936bad386c592c11_538)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ida2867b0f3ba445f8ace5802eeed3a05_19)] [added: 2021](#ia4fcc9b431d4479e936bad386c592c11_19)] | | | [removed: F-[4](#ida2867b0f3ba445f8ace5802eeed3a05_19)] [added: F-[4](#ia4fcc9b431d4479e936bad386c592c11_19)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#ida2867b0f3ba445f8ace5802eeed3a05_22)[1](#ida2867b0f3ba445f8ace5802eeed3a05_22)[, 20](#ida2867b0f3ba445f8ace5802eeed3a05_22)[20](#ida2867b0f3ba445f8ace5802eeed3a05_22) [and 201](#ida2867b0f3ba445f8ace5802eeed3a05_22)[9](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: 2022, 2021 and 2020](#ia4fcc9b431d4479e936bad386c592c11_22)] | | | [removed: F-[6](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: F-[6](#ia4fcc9b431d4479e936bad386c592c11_22)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_25)] | | | [removed: F-[7](#ida2867b0f3ba445f8ace5802eeed3a05_25)] [added: F-[7](#ia4fcc9b431d4479e936bad386c592c11_25)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for [removed: the](#ida2867b0f3ba445f8ace5802eeed3a05_31) [years] [added: the years] ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] [added: 2022](#ia4fcc9b431d4479e936bad386c592c11_31)] | | | [removed: F-[8](#ida2867b0f3ba445f8ace5802eeed3a05_31)] [added: F-[8](#ia4fcc9b431d4479e936bad386c592c11_31)] | | |

| [Consolidated Statements of Cash Flows for [removed: the](#ida2867b0f3ba445f8ace5802eeed3a05_34) [years] [added: the years] ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 201](#ida2867b0f3ba445f8ace5802eeed3a05_34)[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_34)] | | | [removed: F-[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] [added: F-[9](#ia4fcc9b431d4479e936bad386c592c11_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_37)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_37)] | | | [removed: F-[11](#ida2867b0f3ba445f8ace5802eeed3a05_37)] [added: F-[11](#ia4fcc9b431d4479e936bad386c592c11_37)] | | |

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

| [removed: [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)] [added: [4.8*](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 4.4).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | |

| [removed: [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)] [added: [4.9*](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: [10.18*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/a101echostarnon-qualifiedp.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/a101echostarnon-qualifiedp.htm)[9](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/a101echostarnon-qualifiedp.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/a101echostarnon-qualifiedp.htm)] | | | | | | [EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, as amended (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/a101echostarnon-qualifiedp.htm) | | |

| [removed: [10.19*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex102-formofstockoptionagr.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex102-formofstockoptionagr.htm)[20](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex102-formofstockoptionagr.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex102-formofstockoptionagr.htm)] | | | | | | [Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Employee (2017) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex102-formofstockoptionagr.htm) | | |

| [removed: [10.20*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)[1](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm)] | | | | | | [Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex103-formofstockoptionagr.htm) | | |

| [removed: [10.21*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex104formofnon-employeedir.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex104formofnon-employeedir.htm)[2](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex104formofnon-employeedir.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex104formofnon-employeedir.htm)] | | | | | | [Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex104formofnon-employeedir.htm) | | |

| [removed: [10.22*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)[3](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm)] | | | | | | [Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000045/ex105formofrsuagreementfor.htm) | | |

| [removed: [10.23*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)[32](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm)] | | | | | | [Letter Agreement between EchoStar Corporation and DISH Network Corporation, dated August 3, 2018, amending that certain Form of Tax Sharing Agreement between EchoStar Corporation and DISH Network (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 2018, filed November 8, 2018, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000034/ex-101htaxsharingagree.htm) | | |

| [removed: [10.24*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000003/ex1035amendmenttonon-q.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000003/ex1035amendmenttonon-q.htm)[33](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000003/ex1035amendmenttonon-q.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000003/ex1035amendmenttonon-q.htm)] | | | | | | [Amendment to EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, dated November 1, 2018 (incorporated by reference to Exhibit 10.35 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, filed February 21, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000003/ex1035amendmenttonon-q.htm) | | |

| [removed: [10.25*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)[34](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)[*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)] | | | | | | [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) | | |

| [removed: [10.26*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex123120191030echostar.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex123120191030echostar.htm)[3](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex123120191030echostar.htm)[6*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000005/ex123120191030echostar.htm)] | | | | | | [Contract between EchoStar XXIV L.L.C. and Space Systems/Loral, LLC (currently known as Maxar Space LLC) for the Jupiter 3 Satellite programs, dated as April 19, 2017 (incorporated by reference to Exhibit 10.30 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/ex123120191030echostar.htm) | | |

| [removed: [10.27*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-101xadoptionagreeme.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-101xadoptionagreeme.htm)[35](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-101xadoptionagreeme.htm)[*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-101xadoptionagreeme.htm)] | | | | | | [Amendment to EchoStar Non-Qualified Plan – Executive Plan and Adoption Agreement, dated October 21, 2019 (incorporated by reference to Exhibit 10.1 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-101xadoptionagreeme.htm) | | |

| [removed: [10.28*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-102xamdt1tosslxecho.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-102xamdt1tosslxecho.htm)[37](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-102xamdt1tosslxecho.htm)[*](https://www.sec.gov/Archives/edgar/data/1415404/000141540420000033/ex-102xamdt1tosslxecho.htm)] | | | | | | [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) | | |

| [removed: [10.29*](https://www.sec.gov/Archives/edgar/data/1415404/000141540421000011/a2021satsproxystatement.htm#i6d1879bc289540a3ba8fc082b625c96b_1265)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1415404/000141540421000011/a2021satsproxystatement.htm#i6d1879bc289540a3ba8fc082b625c96b_1265)[39](https://www.sec.gov/Archives/edgar/data/1415404/000141540421000011/a2021satsproxystatement.htm#i6d1879bc289540a3ba8fc082b625c96b_1265)[*](https://www.sec.gov/Archives/edgar/data/1415404/000141540421000011/a2021satsproxystatement.htm#i6d1879bc289540a3ba8fc082b625c96b_1265)] | | | | | | [Amendment No. 1 to EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Schedule 14A, filed March 17, 2021, Commission File No. 001-33807). ](https://www.sec.gov/Archives/edgar/data/1415404/000141540421000011/a2021satsproxystatement.htm#i6d1879bc289540a3ba8fc082b625c96b_1265) | | |

| [removed: [10.30(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx1030.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx1030.htm)[4](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx1030.htm)[0*](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) | | |

| [removed: [21(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx21.htm)] [added: [21(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx21.htm)] | | | | | | [Subsidiaries of EchoStar [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx21.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx21.htm)] | | |

| [removed: [23(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx23.htm)] [added: [23(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx23.htm)] | | | | | | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx23.htm)] | | |

| [removed: [24(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx24.htm)] [added: [24(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx24.htm)] | | | | | | [Powers of Attorney of Charles W. Ergen, R. Stanton [removed: Dodge,](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx24.htm)] [added: Dodge,](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx24.htm) [Michael T. Dugan,](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx24.htm)] [Lisa W. [removed: Hershman](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx24.htm)[,] [added: Hershman,] Pradman P. Kaul, Jeffrey R. Tarr, C. Michael Schroeder and William David [removed: Wade.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx24.htm)] [added: Wade.](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx24.htm)] | | |

| [removed: [99.1(I)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)] [added: [99.1(I)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/pressrelease2022-exx991.htm)] | | | | | | [Press release dated February [removed: 2](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)[4](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)[2](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm) [issued] [added: 22, 2023 issued] by EchoStar Corporation regarding financial results for the quarter and full year ended December 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)[1](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)[.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/pressrelease2021-exx991.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/pressrelease2022-exx991.htm)] | | |

| [removed: [31.1(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx311.htm)] [added: [31.1(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx311.htm)] | | | | | | [Section 302 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx311.htm)] [added: Office and Principal Financial Officer](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx311.htm)] | | |

| [removed: [31.2(H)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx312.htm)] [added: [32.1(I)](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx321.htm)] | | | | | | [Section [removed: 302] [added: 906] Certification of Chief [added: Executive Officer and Principal] Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1415404/000141540423000005/sats202210-kxexx321.htm)] | | |

| [10.18*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex105xamendedan.htm) | | | | | | [Amendment No. 1 to EchoStar Corporation 2017 Amended and Restated Employee Stock Purchase Plan dated October 20, 2022 (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex105xamendedan.htm) | | |

| [10.24*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex101xformofsto.htm) | | | | | | [Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Employee (2022) (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex101xformofsto.htm) | | |

| [10.25*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex102xformofsto.htm) | | | | | | [Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) ](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex102xformofsto.htm) | | |

| [10.26*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex103xformofnon.htm) | | | | | | [Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (2022) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex103xformofnon.htm) | | |

| [10.27*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex104xformofrsu.htm) | | | | | | [Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) ](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000080/sats093022-ex104xformofrsu.htm) | | |

| [10.28*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000002/exhibit101-offerletter.htm) | | | | | | [Offer Letter to Hamid Akhavan (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Current Report on Form 8-K filed February 22, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000002/exhibit101-offerletter.htm) | | |

| [10.29*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000042/sats03312210-qxexx102.htm) | | | | | | [Form of Stock Option Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000042/sats03312210-qxexx102.htm) | | |

| [10.30*](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000042/sats03312210-qxexx103.htm) | | | | | | [Form of Restricted Stock Unit Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000042/sats03312210-qxexx103.htm) | | |

| [10.31*](https://www.sec.gov/Archives/edgar/data/1415404/000110465922131346/tm2233724d1_ex10-1.htm) | | | | | | [Letter Agreement, dated December 30, 2022, between EchoStar Corporation and Pradman P. Kaul (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Current Report on Form 8-K filed December 30, 2022, Commission File No. 001-33807)/*](https://www.sec.gov/Archives/edgar/data/1415404/000110465922131346/tm2233724d1_ex10-1.htm) | | |

| [10.38*](https://www.sec.gov/Archives/edgar/data/1415404/000110465922121208/tm2231124d1_ex10-1.htm) | | | | | | [Amendment No. 2 dated as of November 16, 2022 to the Contract between EchoStar XXIV L.L.C. and Maxar Space LLC for the Jupiter 3 Satellite Program (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Current Report on Form 8-K filed November 22, 2022, Commission File No. 001-33807)*](https://www.sec.gov/Archives/edgar/data/1415404/000110465922121208/tm2231124d1_ex10-1.htm) | | |

| | | | | | | | | |

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

| [32.1(I)](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx321.htm) | | | | | | [Section 906 Certifications of Chief Executive Officer and Chief Financial Officer.](https://www.sec.gov/Archives/edgar/data/1415404/000141540422000005/sats202110-kxexx321.htm) | | |

| | | | | | | Chief [removed: Operating Officer,] [added: Executive Officer] and [added: President] | | |

Date: February [removed: 24, 2022][added: 22, 2023]

| */s/ [removed: Michael T. Dugan*] [added: Hamid Akhavan*] | | | | | | Chief Executive [removed: Officer, President] [added: Officer] and [removed: Director] [added: President] | | | | | | February [removed: 24, 2022] [added: 22, 2023] | | |

| [removed: Michael T. Dugan] | | | | | | *(Principal Executive [added: Officer and Principal Financial] Officer)* | | | [removed: | | | | | |]

| [added: Hamid Akhavan] | | | | | | *(Principal [removed: Financial] [added: Executive Officer] and [removed: Accounting] [added: Principal Financial] Officer)* | | | | | | | | |

| * | | | | | | Chairman | | | | | | February [removed: 24, 2022] [added: 22, 2023] | | |

| * | | | | | | Director | | | | | | February [removed: 24, 2022] [added: 22, 2023] | | |

| [Index to Consolidated Financial [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_535)] | | | [removed: F-[1](#ida2867b0f3ba445f8ace5802eeed3a05_361)] [added: F-[1](#ia4fcc9b431d4479e936bad386c592c11_535)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ida2867b0f3ba445f8ace5802eeed3a05_358)] [added: Firm](#ia4fcc9b431d4479e936bad386c592c11_538)] (KPMG LLP, Denver, CO, Auditor Firm ID: 185) | | | [removed: F-[2](#ida2867b0f3ba445f8ace5802eeed3a05_358)] [added: F-[2](#ia4fcc9b431d4479e936bad386c592c11_538)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ida2867b0f3ba445f8ace5802eeed3a05_19)] [added: 2021](#ia4fcc9b431d4479e936bad386c592c11_19)] | | | [removed: F-[4](#ida2867b0f3ba445f8ace5802eeed3a05_19)] [added: F-[4](#ia4fcc9b431d4479e936bad386c592c11_19)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_22)] | | | [removed: F-[6](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: F-[6](#ia4fcc9b431d4479e936bad386c592c11_22)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_25)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_25)] | | | [removed: F-[7](#ida2867b0f3ba445f8ace5802eeed3a05_25)] [added: F-[7](#ia4fcc9b431d4479e936bad386c592c11_25)] | | |

| [Consolidated Statements of Changes in Stockholders' Equity for [removed: the](#ida2867b0f3ba445f8ace5802eeed3a05_31)] [added: the](#ia4fcc9b431d4479e936bad386c592c11_31)] [years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_22)] | | | [removed: F-[8](#ida2867b0f3ba445f8ace5802eeed3a05_31)] [added: F-[8](#ia4fcc9b431d4479e936bad386c592c11_31)] | | |

| [Consolidated Statements of Cash Flows for [removed: the](#ida2867b0f3ba445f8ace5802eeed3a05_34)] [added: the](#ia4fcc9b431d4479e936bad386c592c11_34)] [years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ida2867b0f3ba445f8ace5802eeed3a05_22)] [added: 2020](#ia4fcc9b431d4479e936bad386c592c11_22)] | | | [removed: F-[9](#ida2867b0f3ba445f8ace5802eeed3a05_34)] [added: F-[9](#ia4fcc9b431d4479e936bad386c592c11_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ida2867b0f3ba445f8ace5802eeed3a05_37)] [added: Statements](#ia4fcc9b431d4479e936bad386c592c11_37)] | | | [removed: F-[11](#ida2867b0f3ba445f8ace5802eeed3a05_37)] [added: F-[11](#ia4fcc9b431d4479e936bad386c592c11_37)] | | |

We have audited the accompanying consolidated balance sheets of EchoStar Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (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: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: *Basis] [added: Basis] for [removed: Opinions*][added: Opinions]

[removed: *Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting*][added: Reporting]

[removed: *Critical] [added: Critical] Audit [removed: Matter*][added: Matter]

As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company reported [removed: $1,956,226,000] [added: $1,966,587,000] in total revenue for the Hughes segment for the year ended December 31, [removed: 2021,] [added: 2022,] of which [removed: $1,685,799,000] [added: $1,592,438,000] and [removed: $270,427,000] [added: $374,149,000] was related to total services and other revenue and certain equipment related revenue, respectively.

[removed: /s/] [added: */s/] KPMG [removed: LLP][added: LLP*]

| | | | | | | [added: | | | | | | | | | | | | 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | | | | $ | [added: 704,541 | | | | | $ |] 535,894 | | | | | $ | 896,005 | |

| Marketable investment securities | | | | | | [removed: 1,010,496] [added: 973,915] | | | | | | [removed: 1,638,271] [added: 1,010,496] | | |

| Trade accounts receivable and contract assets, net | | | | | | [removed: 182,063] [added: 236,479] | | | | | | [removed: 183,989] [added: 182,063] | | |

| Other current assets, net | | | | | | [removed: 198,444] [added: 210,446] | | | | | | [removed: 189,821] [added: 198,444] | | |

| Total current assets | | | | | | [removed: 1,926,897] [added: 2,125,381] | | | | | | [removed: 2,908,086] [added: 1,926,897] | | |

| Property and equipment, net | | | | | | [removed: 2,338,285] [added: 2,237,617] | | | | | | [removed: 2,390,313] [added: 2,338,285] | | |

| Operating lease right-of-use assets | | | | | | [removed: 149,198] [added: 151,518] | | | | | | [removed: 128,303] [added: 149,198] | | |

| Goodwill | | | | | | [removed: 511,086] [added: 532,491] | | | | | | [removed: 511,597] [added: 511,086] | | |

| Regulatory authorizations, net | | | | | | [removed: 469,766] [added: 462,531] | | | | | | [removed: 478,762] [added: 469,766] | | |

| Other intangible assets, net | | | | | | [removed: 13,984] [added: 15,698] | | | | | | [removed: 18,433] [added: 13,984] | | |

| Other investments, net | | | | | | [removed: 297,747] [added: 356,705] | | | | | | [removed: 284,937] [added: 297,747] | | |

| Other non-current assets, net | | | | | | [removed: 338,241] [added: 317,062] | | | | | | [removed: 352,921] [added: 338,241] | | |

| Total non-current assets | | | | | | [removed: 4,118,307] [added: 4,073,622] | | | | | | [removed: 4,165,266] [added: 4,118,307] | | |

| Total assets | | | | | | $ | [removed: 6,045,204] [added: 6,199,003] | | | | | $ | [removed: 7,073,352] [added: 6,045,204] | |

| Trade accounts payable | | | | | | $ | [removed: 109,338] [added: 101,239] | | | | | $ | [removed: 122,366] [added: 109,338] | |

| | | | By: | | | */s/ Hamid Akhavan* | | |

| | | | | | | Hamid Akhavan | | |

| */s/ Jeffrey S. Boggs* | | | | | | Interim Principal Accounting Officer | | | | | | February 22, 2023 | | |

| Jeffrey S. Boggs | | | | | | | | | | | | | | |

| * | | | | | | Vice Chair | | | | | | February 22, 2023 | | |

| * | | | | | | Director | | | | | | February 22, 2023 | | |

| Michael T. Dugan | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2023 | | |

| * | | | | | | Director | | | | | | February 22, 2023 | | |

| * | | | | | | Director | | | | | | February 22, 2023 | | |

| * | | | | | | Director | | | | | | February 22, 2023 | | |

February 22, 2023

| | | | | | | 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | | | | $ | 704,541 | | | | | $ | 535,894 | |

| Treasury shares, at cost, 23,313,311 and 19,332,699 shares at December 31, 2022 and 2021, respectively | | | | | | (525,824) | | | | | | (436,521) | | |

| Basic | | | | | | | | | | | | | | | | | | $ | 2.10 | | | | | $ | 0.81 | | | | | $ | (0.41) | |

| Diluted | | | | | | | | | | | | | | | | | | $ | 2.10 | | | | | $ | 0.81 | | | | | $ | (0.41) | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 177,051 | | | | | | — | | | | | | (10,503) | | | | | | 166,548 | | |

| Treasury share repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (89,303) | | | | | | — | | | | | | (89,303) | | |

| Consideration received from DISH Network for R&D tax credits utilized | | | | | | — | | | | | | 6,315 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,315 | | |

| Other | | | | | | — | | | | | | 1,209 | | | | | | — | | | | | | — | | | | | | — | | | | | | 439 | | | | | | 1,648 | | |

| Balance, December 31, 2022 | | | | | | $ | 107 | | | | | $ | 3,367,058 | | | | | $ | (172,239) | | | | | $ | 833,517 | | | | | $ | (525,824) | | | | | $ | 96,436 | | | | | $ | 3,599,055 | |

| Impairment of long-lived assets | | | | | | 711 | | | | | | 245 | | | | | | 1,685 | | | | | | | | |

| India JV formation | | | | | | (7,892) | | | | | | — | | | | | | — | | | | | | | | |

| Sale of unconsolidated affiliate | | | | | | 7,500 | | | | | | — | | | | | | — | | | | | | | | |

We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers.

We operate our ESS business using primarily the EchoStar IX satellite and the EchoStar 105/SES-11 satellite and related infrastructure.

Revenue in our ESS segment depends largely on our ability to continuously make use of our available satellite capacity with existing customers and our ability to enter into commercial relationships with new customers.

Compensation expense for

We account for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.

Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

All of our goodwill is assigned to our Hughes segment.

We evaluate goodwill for impairment on an annual basis in our second fiscal quarter or whenever events and changes in circumstances indicate the carrying amounts may not be recoverable.

Impairments may result from, among other things, deterioration in financial and operational performance, declines in stock price, increased attrition, adverse market conditions, adverse changes in applicable laws and/or regulations, deterioration of general macroeconomic conditions, fluctuations in foreign exchange rates, increased competitive markets in which we operate in, declining financial performance over a sustained period, changes in key personnel and/or strategy, and a variety of other factors.

Our impairment assessment typically begins with a qualitative assessment to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount.

The qualitative assessment includes comparing the overall financial performance against the planned results.

In the performance of the qualitative assessment, we analyze a variety of events or factors that may influence the fair value of the reporting unit, that could include, but are not limited to: macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events which requires significant judgment.

If we determine in the qualitative assessment that it is more likely than not that the fair value is less than its carrying value, then we perform a quantitative assessment to determine the estimated fair value of the indefinite lived asset or reporting unit.

We could also choose the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test.

In the quantitative assessment, fair value is usually estimated using two valuation approaches: the discounted cash flows method and the market comparable method.

| | | | | | | | | |

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

| | | | | | | David J. Rayner | | |

| | | | | | | Executive Vice President, | | |

| | | | | | | Chief Financial Officer, | | |

| | | | | | | Treasurer | | |

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

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

| David J. Rayner | | | | | | Chief Operating Officer and Treasurer | | | | | | February 24, 2022 | | |

February 24, 2022

ECHOSTAR CORPORATION

| Current portion of long-term debt, net | | | | | | — | | | | | | 898,237 | | |

| Treasury shares, at cost | | | | | | (436,521) | | | | | | (174,912) | | |

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

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

| Net income (loss) from discontinued operations | | | | | | — | | | | | | — | | | | | | 39,401 | | |

| Basic and diluted earnings (losses) from continuing operations per share | | | | | | $ | 0.81 | | | | | $ | (0.41) | | | | | $ | (1.06) | |

| Total basic and diluted earnings (losses) per share | | | | | | $ | 0.81 | | | | | $ | (0.41) | | | | | $ | (0.65) | |

| Balance, December 31, 2018 | | | | | | $ | 102 | | | | | $ | 3,702,522 | | | | | $ | (125,100) | | | | | $ | 694,129 | | | | | $ | (131,454) | | | | | $ | 15,275 | | | | | $ | 4,155,474 | |

| Exercise of stock options | | | | | | 3 | | | | | | 67,307 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,310 | | |

| Purchase of non-controlling interest | | | | | | — | | | | | | (833) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,480) | | | | | | (7,313) | | |

| Net assets distributed pursuant to the BSS Transaction | | | | | | — | | | | | | (532,747) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (532,747) | | |

| Net income (loss) | | | | | | — | | | | | | | | | | | | — | | | | | | (62,917) | | | | | | — | | | | | | (11,335) | | | | | | (74,252) | | |

| Other, net | | | | | | — | | | | | | (1,127) | | | | | | — | | | | | | 1,597 | | | | | | — | | | | | | 1,761 | | | | | | 2,231 | | |

| Dividends received from unconsolidated affiliates | | | | | | — | | | | | | — | | | | | | 2,716 | | |

| Investments in unconsolidated affiliates | | | | | | — | | | | | | — | | | | | | (2,149) | | |

| Purchases of regulatory authorizations | | | | | | — | | | | | | — | | | | | | (34,447) | | |

| Repurchase and maturity of the 2021 Senior Unsecured Notes | | | | | | (901,818) | | | | | | — | | | | | | — | | |

| Purchase of non-controlling interest | | | | | | — | | | | | | — | | | | | | (7,313) | | |

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

[Table of](#ida2867b0f3ba445f8ace5802eeed3a05_6858) [](#ida2867b0f3ba445f8ace5802eeed3a05_6858)[Contents](#ida2867b0f3ba445f8ace5802eeed3a05_6858)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In connection with the BSS Transaction, we and DISH Network agreed to indemnify each other against certain losses with respect to breaches of certain representations and covenants and certain retained and assumed liabilities, respectively.

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.

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 consideration.

Following the consummation of the BSS Transaction, we no longer operate the BSS Business, which was a substantial portion of our ESS segment.

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 year ended December 31, 2019 as presented in these Consolidated Financial Statements and the accompanying notes (collectively, the “Consolidated Financial Statements”).

Discontinued Operations* for further detail.

Additionally, all amounts in the following footnotes reference results from continuing operations unless otherwise noted.

Reclassification