EchoStar (ECHO) 10-K risk factor changes: FY2023 vs FY2022

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

We may pursue acquisitions, dispositions, capital expenditures, the development, acquisition and launch of new satellites and other [removed: strategic initiatives] [added: strategic initiatives] to complement or expand our business, which may not be successful and we may lose a portion or all of our [removed: investment.][added: investment in these acquisitions and transactions.]

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

[removed: -] [added: | | ● |] the risks associated with developing and constructing new satellites; [added: |]

[removed: -] [added: | | ● |] the diversion of [removed: our] management’s attention [removed: away] from our existing business onto a strategic initiative; [added: |]

[removed: -] [added: | | ● | the] possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the [removed: integration] [added: Integration] process; [added: |]

[removed: - the inability] [added: We may be unable] to obtain [removed: regulatory approvals] in the anticipated time frame, or at [removed: all;][added: all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions.]

[removed: -] [added: | | ● |] the risks associated with complying with [added: contractual provisions and] regulations applicable to the acquired [removed: or developed business or technologies] [added: business,] which may cause us to incur substantial expenses; [added: |]

[removed: -] [added: | | ● |] the disruption of relationships with employees, vendors or customers; and [added: |]

[removed: -] [added: | | ● |] the risks associated with foreign and international operations and/or investments or dispositions. [added: |]

New [removed: strategic initiatives] [added: acquisitions, joint ventures and other transactions] may require the commitment of significant capital that would otherwise [removed: have been] [added: be] directed to investments in our existing [removed: businesses or distributed to shareholders.][added: business.]

Our [removed: business] [added: Broadband and Satellite Services segment] operates in an intensely competitive, consumer- and enterprise-driven and rapidly changing environment and competes with a growing number of companies that provide similar products and services to consumer and enterprise customers.

There can be no assurance that we will be able to effectively compete against our competitors due [removed: to] [added: to, among other factors,] their significant resources and operating history.

[removed: -] [added: | | ● |] Competition from new or different technology compared to our offerings; [added: |]

[removed: -] [added: | | ● |] Competition from existing or new competitors entering the same markets we serve; [added: |]

[removed: -] [added: | | ● |] Government funding for competing products and services, reducing demand for our products and services; and [added: |]

[removed: -] [added: | | ● |] Competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology. [added: |]

Covenants in our [removed: indentures] [added: and our subsidiaries’ Indentures] restrict our business in many ways.

[removed: -] [added: | | ● |] incur additional debt; [added: |]

[removed: -] [added: | | ● |] allow to exist certain restrictions on [removed: such] [added: certain] subsidiaries’ ability to pay dividends, make distributions, make other [removed: payments,] [added: payments] or transfer assets; [added: |]

[removed: -] [added: | | ● |] enter into [added: certain] transactions with affiliates; [added: |]

[removed: -] [added: | | ● |] merge or consolidate with another company; [removed: and][added: |]

The loss of Mr. Ergen or certain other key executives, the ability to effectively provide for the succession of our senior management, or the ability of Mr. Ergen or such other key executives to devote sufficient time and effort to our [removed: business] [added: businesses] could have a material adverse effect on our business, financial condition and results of operations.

In addition, we have made and will continue to make significant investments [removed: in] [added: in, among other things,] research, [removed: development,] [added: development] and marketing for new products, services, satellites and related technologies, as well as entry into new business areas.

We compete with other companies for these employees and although we strive to [removed: attract] [added: attract, retain, motivate] and [removed: retain] [added: manage] these employees, we may not succeed in these respects.

The success of our business is [added: also] dependent on our ability to recruit engineers and other professionals, including those who are citizens of other countries.

Immigration laws in the U.S. and other countries in which we operate are subject to legislative and regulatory changes, as well as variations in the standards of application and enforcement due [removed: to] [added: to, among other things,] political forces and economic conditions.

These risks [removed: include] [added: include, but are not limited to,] malfunctions, commonly referred to as anomalies, which have occurred and may occur in the future in our satellites and the satellites of other operators.

Anomalies may also [removed: reduce] [added: reduce, among other things,] the expected capacity, commercial operation and/or useful life of a satellite, thereby reducing the revenue that could be generated by that satellite, or create additional expenses due to the need to provide replacement or back-up satellites or satellite capacity earlier than planned and could have a material adverse effect on our business.

Meteoroid events, decommissioned satellites, [removed: and] increased solar activity [added: and other adverse events] also pose a potential threat to all in-orbit satellites.

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

Satellite construction and launch are subject to significant risks, [removed: including] [added: including, but not limited to,] manufacturing and delivery delays, anomalies, launch failure and incorrect orbital placement.

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 [added: increased or unanticipated costs.]

There can be no assurance that the technologies in our existing satellites or in new satellites that we design, acquire and build will work as we expect, will not become obsolete, that we will realize any or all of the anticipated benefits of our satellite designs or our new satellites, and/or that we will obtain all regulatory approvals required to operate our new or acquired [removed: satellites.][added: satellites on an acceptable timeline or at all.]

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

We may face interference from other services sharing satellite [removed: spectrum.][added: spectrum_._]

The FCC and other [added: national, state, local and international] regulators have adopted rules or may adopt rules in the future that require us to share spectrum on a basis with other radio services.

We rely on our patents, copyrights, [removed: trademarks,] [added: trademarks and] trade secrets, [added: as well as] licenses and other agreements [added: with our vendors and other parties,] to [added: use our technologies,] conduct our [removed: business.][added: operations and sell our products and services.]

Legal challenges to our intellectual property rights and claims of intellectual property infringement [added: by third parties] could [removed: result in significant] [added: require that we enter into royalty or licensing agreements on unfavorable terms, incur substantial] monetary liability [removed: and] [added: or be enjoined preliminarily or permanently from further use of the intellectual property in question or from the continuation of our business as currently conducted, which could] require us to change our business practices or limit our ability to compete effectively or could [removed: otherwise] have [removed: a material] [added: an] adverse effect on our [removed: business.][added: results of operations.]

Even if [added: we believe] any such challenges or claims [removed: prove to be] [added: are] without merit, they can be [removed: time-consuming] [added: time consuming] and costly to defend and [removed: may] divert management’s attention and resources away from our business.

​

Although we expect that the Merger will result in synergies and other benefits, those synergies and benefits may not be realized in the amounts anticipated, or may not be realized within the anticipated timeframe, or at all, and risks associated with the foregoing may also result from any extended delay in the Integration of the companies.

​

Our ability to realize the anticipated benefits of the Merger will depend, to a large extent, on our ability to integrate our and DISH Network’s business in a manner that facilitates growth opportunities and achieves the anticipated benefits.

In addition, some of the anticipated synergies are not expected to occur for a significant time period following the completion of the Merger and will require substantial capital expenditures to achieve.

There can be no guarantee we will achieve any of these benefits on the anticipated timeframe or at all.

The combination of two separate companies is complex, costly and time-consuming and may require significant management attention and resources which may divert attention from our business and operations.

The failure to meet the challenges involved in combining the two companies and to realize the anticipated benefits of the Merger could, among other things, cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.

The overall combination of the two companies may also result in, among other things, material unanticipated problems, expenses, liabilities, competitive responses and loss of customer and other business relationships.

The difficulties of combining our operations include, among others:

| | ● | diversion of management and employee attention to Integration matters; |

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

| | ● | difficulties in integrating operations and systems, including, but not limited to, communications systems, administrative and information technology infrastructure, financial reporting and internal control systems; |

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

| | ● | challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies; |

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

| | ● | difficulties in integrating employees and teams of the respective businesses and attracting and retaining key personnel; |

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

| | ● | challenges in retaining and obtaining customers, suppliers and other commercial relationships; |

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

| | ● | difficulties in managing the expanded operations of a larger and more complex company; and |

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

| | ● | potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Integration. |

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

Many of these factors are outside of our control and any of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact our business, financial condition and results of operations.

In addition, even if the operations of the companies are integrated successfully, the full benefits of the Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected.

These benefits may not be achieved within the anticipated time frame or at all.

As a result, it cannot be assured that the Integration will result in the realization of the full benefits expected from the Merger within the anticipated time frames, or at all.

​

​

The market price for shares of our common stock may be affected by factors different from, or in addition to, those that historically affected the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock.

​

Upon consummation of the Merger, DISH Network Class A Stockholders became holders of EchoStar Class A Common Stock.

The businesses of DISH Network and its subsidiaries are different from those of EchoStar and its subsidiaries.

Accordingly, after the consummation of the Merger, our results of operations are affected by some factors that are different from those that historically affected the results of operations of EchoStar and/or DISH Network.

The results of operations of each company may also be affected by factors different from those that currently affect or have historically affected either company.

​

Competition and Economic Risks

​

We face intense and increasing competition from providers of video, broadband and/or wireless services, which may require us to further increase subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.

RISKS RELATED TO OUR BUSINESS OPERATIONS

We may pursue a number of strategic initiatives to complement or expand our business.

Any such strategic initiatives may involve a high degree of risk, including, but not limited to, the following:

- exposure to significant financial losses if the strategic initiatives are not successful;

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.

Table of Contents

Our business will be negatively impacted if we fail to adequately anticipate our satellite capacity needs or are unable to obtain satellite capacity.

We have made substantial contractual commitments for satellite capacity based on our existing customer contracts and backlog.

If our existing customer contracts were to be terminated prior to their respective expiration dates, we may have insufficient revenue to cover our satellite capacity costs.

On the other hand, we may not have sufficient satellite capacity available to meet increases in demand and we may not be able to quickly or easily adjust our capacity to such changes in demand.

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

Our business could be adversely affected if we are not able to renew our capacity leases at economically viable rates, or if sufficient capacity is not available to us.

We are dependent upon third-party providers for components, manufacturing, installation services and customer support services, and our results of operations may be materially adversely affected if any of these third-party providers fail to appropriately deliver the contracted goods or services.

Our dependence upon third-party providers causes certain risks to our business, including the following:

- Components.

A limited number of suppliers manufacture, and in some cases a single supplier manufactures, some of the key components required to build our products.

We do not generally maintain long-term agreements with our suppliers or subcontractors for our products.

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

In addition, if either our current suppliers or any new suppliers increase prices beyond what we currently pay, we may be unable to produce our products at competitive prices and we may be unable to satisfy demand from our customers.

- Commodity Price Risk.

Fluctuations in pricing of raw materials can affect our product costs and we may not be able to pass on the increased costs to our customers.

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

- Manufacturing.

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

If these contract manufacturers fail to provide products that meet our specifications in a timely manner or at all, our business could be adversely impacted.

- Installation, customer support, and other services.

Some of our products and services utilize a network of third-party service providers.

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

A decline in levels of service or attention to the needs of our customers could adversely affect our reputation,

renewal rates and ability to win and retain customers.

In addition, if the agreements for the provision of these services are terminated or not renewed, we could face difficulties replacing these service providers.

Our foreign operations and investments expose us to risks and restrictions not present in our domestic operations.

Our sales outside the U.S. accounted for 23.7%, 21.4% and 19.6% of our revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

We expect our foreign operations to represent a significant and growing portion of our business.

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

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

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

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

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

| Statements of Operations Data (1) | | | | | | 2021 | | | | | | 2020 | | | | | | Amount | | | | | | % | | |

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

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

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

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

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

| Cost of sales - services and other | | | | | | 551,679 | | | | | | 577,943 | | | | | | (26,264) | | | | | | (4.5) | | |

| % of total services and other revenue | | | | | | 32.2 | | % | | | | 34.4 | | % | | | | | | | | | | | | |

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

| % of total equipment revenue | | | | | | 85.8 | | % | | | | 80.9 | | % | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | 461,705 | | | | | | 474,912 | | | | | | (13,207) | | | | | | (2.8) | | |

| % of total revenue | | | | | | 23.3 | | % | | | | 25.2 | | % | | | | | | | | | | | | |

| Research and development expenses | | | | | | 31,777 | | | | | | 29,448 | | | | | | 2,329 | | | | | | 7.9 | | |

| % of total revenue | | | | | | 1.6 | | % | | | | 1.6 | | % | | | | | | | | | | | | |

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

| Impairment of long-lived assets | | | | | | 245 | | | | | | 1,685 | | | | | | (1,440) | | | | | | (85.5) | | |

| Total costs and expenses | | | | | | 1,768,710 | | | | | | 1,775,434 | | | | | | (6,724) | | | | | | (0.4) | | |

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

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

| Interest income, net | | | | | | 22,801 | | | | | | 39,982 | | | | | | (17,181) | | | | | | (43.0) | | |

| Interest expense, net of amounts capitalized | | | | | | (95,512) | | | | | | (147,927) | | | | | | 52,415 | | | | | | (35.4) | | |

| Gains (losses) on investments, net | | | | | | 69,531 | | | | | | (31,306) | | | | | | 100,837 | | | | | | * | | |

| Equity in earnings (losses) of unconsolidated affiliates, net | | | | | | (5,170) | | | | | | (7,267) | | | | | | 2,097 | | | | | | (28.9) | | |

| Foreign currency transaction gains (losses), net | | | | | | (12,613) | | | | | | 6,015 | | | | | | (18,628) | | | | | | * | | |

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

| Other, net | | | | | | (12,434) | | | | | | 195 | | | | | | (12,629) | | | | | | * | | |

| Total other income (expense), net | | | | | | (88,663) | | | | | | (140,308) | | | | | | 51,645 | | | | | | (36.8) | | |

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

| Income tax benefit (provision), net | | | | | | (65,626) | | | | | | (24,069) | | | | | | (41,557) | | | | | | * | | |

| Net income (loss) | | | | | | 62,721 | | | | | | (51,904) | | | | | | 114,625 | | | | | | * | | |

| Less: Net loss (income) attributable to non-controlling interests | | | | | | 10,154 | | | | | | 11,754 | | | | | | (1,600) | | | | | | (13.6) | | |

| Net income (loss) attributable to EchoStar Corporation common stock | | | | | | $ | 72,875 | | | | | $ | (40,150) | | | | | $ | 113,025 | | | | | * | | |

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

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

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

[removed: Market] [added: Market] Risks Associated with Financial Instruments [removed: and Foreign Currency]

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

As of December 31, [removed: 2022,] [added: 2023,] our cash, cash equivalents and [added: current] marketable investment securities had a fair value of [removed: $1.7] [added: $2.444] billion.

Of [removed: this] [added: that] amount, a total of [removed: $1.6] [added: $2.277] billion was invested in: (a) cash; (b) [added: money market funds; (c) debt instruments of the United States Government and its agencies; (d)] commercial paper and corporate notes with an overall average maturity of less than one year and rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations; [removed: (c) debt instruments of the U.S. government and its agencies;] and/or [removed: (d)] [added: (e)] instruments with similar risk, duration and credit quality characteristics to the commercial paper and corporate obligations described above.

The primary purpose of these investing activities has been to preserve principal until the cash is required to, among other things, [added: continue investing in our business, pursue acquisitions and other strategic transactions,] fund [added: ongoing] operations, [removed: make strategic investments] [added: repay debt obligations] and expand [removed: the] [added: our] business.

Consequently, the size of this portfolio [removed: fluctuates] [added: can fluctuate] significantly as cash is received and used in our [removed: business.][added: business for these or other purposes.]

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

[removed: *Interest] [added: Interest] Rate [removed: Risk*][added: Risk]

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

Based on our [removed: cash, cash equivalents and] [added: December 31, 2023] current [removed: marketable debt securities] [added: non-strategic] investment portfolio of [removed: $1.6 billion as of December 31, 2022,] [added: $2.277 billion,] a hypothetical 10% change in average interest rates [removed: during 2022] would not have [removed: had] a material impact on the fair value [removed: of our cash, cash equivalents and debt securities portfolio] due to the limited duration of our investments.

Our cash, cash equivalents and current marketable [removed: debt] [added: investment] securities had an average annual rate of return for the year ended December 31, [removed: 2022] [added: 2023] of [removed: 2.21%.][added: 5.1%.]

A hypothetical 10% decrease in average interest rates during [removed: 2022] [added: 2023] would [removed: have resulted] [added: result] in a decrease of [removed: $2.8] [added: approximately $18] million in annual interest income.

[removed: *Strategic] [added: _Strategic] Marketable Investment [removed: Securities*][added: Securities_]

As of December 31, [removed: 2022,] [added: 2023,] we held investments in the publicly traded securities of several companies with a fair value of [removed: $118.8] [added: $167] million.

A hypothetical 10% adverse change in the market price of our public strategic equity investments during [removed: 2022] [added: 2023] would have resulted in a decrease of [removed: $11.9] [added: $17] million in the fair value of these investments.

[removed: Foreign] [added: *Foreign] Currency Exchange [removed: Risk][added: Risk*]

As of December 31, [removed: 2022,] [added: 2023,] we had foreign currency forward contracts with a notional amount of [removed: $8.3] [added: less than $1] million in place to partially mitigate foreign currency exchange risk.

The estimated fair values of the foreign currency contracts were not material as of December 31, [removed: 2022.][added: 2023.]

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: 2022] [added: 2023] would have resulted in an estimated loss to the cumulative translation adjustment of [removed: $42.5] [added: $43] million as of December 31, [removed: 2022.][added: 2023.]

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

Restricted Cash, Cash Equivalents and Marketable Investment Securities

As of December 31, 2023, we had $118 million of restricted cash and marketable investment securities invested in: (a) cash; (b) money market funds; (c) debt instruments of the United States Government and its agencies; and/or (d) instruments with similar risk, duration and credit quality characteristics to commercial paper.

Based on our December 31, 2023 investment portfolio, a hypothetical 10% increase in average interest rates would not have a material impact on the fair value of our restricted cash and marketable investment securities.

Long-Term Debt

As of December 31, 2023, we had long-term debt of $22.710 billion, excluding finance lease obligations and unamortized deferred financing costs and debt discounts, on our Consolidated Balance Sheets.

We estimated the fair value of this debt to be approximately $17.844 billion using quoted market prices.

The fair value of our debt is affected by fluctuations in interest rates.

A hypothetical 10% decrease in assumed interest rates would increase the fair value of our debt by approximately $688 million.

To the extent interest rates increase, our future costs of financing would increase at the time of any future financings.

As of December 31, 2023, all of our long-term debt consisted of fixed rate indebtedness.

From time to time, we invest in speculative financial instruments, including derivatives.

As of December 31, 2023, we did not hold any material derivative financial instruments other than the option to purchase certain T-Mobile’s 800 MHz spectrum licenses under the Spectrum Purchase Agreement.

See Note 6 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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

Other Investments

As of December 31, 2022, we had $273.2 million of other equity investments and other debt investments of privately held companies that we hold for strategic business purposes.

The fair value of these investments is not readily determinable.

We periodically review these investments and may adjust the carrying amount to their estimated fair value when there are indications of impairment, observable prices changes for the investments or observable transactions of the same investments.

A hypothetical adverse change equal to 10% of the carrying amount of these investments during 2022 would have resulted in a decrease of $27.3 million in the value of these investments.

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

Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we sell them, we will not be able to recover our investment.

We generally do not use derivative financial instruments for speculative purposes and we generally do not apply hedge accounting treatment to our derivative financial instruments.

We evaluate our derivative financial instruments from time to time but there can be no assurance that we will not enter into additional foreign currency forward contracts, or take other measures, in the future to mitigate our foreign currency exchange risk.

[removed: OVERVIEW][added: OVERVIEW]

EchoStar Corporation [removed: (which, together with its subsidiaries,] is [removed: 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 Nevada.

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

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

[removed: BUSINESS SEGMENTS][added: Segments]

[removed: Our] Products and [removed: Services][added: Services – Pay-TV]

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

Our [removed: Hughes] [added: Broadband and Satellite Services] segment incorporates [removed: advances in] technology [removed: to] [added: advancements that] reduce costs and [removed: to] increase the functionality and reliability of our products and services.

[removed: Through] [added: Through, among other things,] advanced and proprietary methodologies, technologies, software and techniques, we continue to improve the efficiency of our networks.

Our [removed: Hughes] [added: Broadband and Satellite Services] segment currently uses capacity from our owned and leased [removed: satellites, including additional satellite capacity leased from third-party providers] [added: satellites] to provide services to our customers.

We also use other multi-transport capacity that includes cable, fiber, 5G, and [removed: 4G/LTE.][added: 4G/ Long-Term Evolution (“LTE”).]

Our enterprise customers include, but are not limited to, [removed: lottery agencies, gas station operators,] [added: retailers, financial institutions,] aircraft connectivity [removed: providers] [added: providers, lottery agencies,] and companies with multi-branch networks that rely on satellite or terrestrial networks for critical communication across wide [removed: geographies.][added: geographies, as well as the U.S government.]

Most of our enterprise customers have [added: long-term] contracts with us for the services they purchase.

Our [removed: Hughes] [added: Broadband and Satellite Services] segment also designs, provides and installs gateway and terminal equipment to customers for other satellite systems and provides satellite ground segment systems and terminals for other satellite systems, including mobile system operators.

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

As a global provider of network technologies, products and services, our [removed: Hughes segment] [added: Broadband and Satellite Services Segment] competes with a large number of telecommunications service providers, which puts pressure on prices and margins.

To compete effectively, we [removed: emphasize] [added: emphasize, among other things,] our network quality, customization capability, offering of networks as a turnkey managed service, position as a single point of contact for products and services and competitive prices.

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

[removed: Cost,] [added: Customers consider cost,] speed and accessibility [removed: are] [added: to be] key determining factors in the selection of a service [removed: provider by the consumer.][added: provider.]

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

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

In [removed: our enterprise markets,] [added: the managed services area,] we compete against providers of satellite-based and terrestrial-based networks, including [removed: fiber,] [added: fiber optic,] cable, wireless internet service, multiprotocol label switching [added: (MPLS)] and internet protocol-based virtual private [removed: networks.][added: networks (VPN), which vary by region.]

Our principal competitors for the supply of [removed: VSAT] satellite [removed: networks] [added: technology platforms] 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.

Certain products in our [removed: Hughes] [added: Broadband and Satellite Services] segment are assembled at our facilities in [removed: Maryland] [added: Maryland,] and we outsource a portion of the manufacturing of [removed: our] [added: other] products to third parties.

We believe that [removed: the] [added: our] manufacturing facilities [removed: used by our Hughes segment] have sufficient capacity to handle current demand.

We adjust our capacity based [removed: on] [added: on, among other things,] our production requirements.

We also work with [added: certain] third-party vendors for the development and manufacture of components that are integrated into our products.

[removed: Our ESS segment provides] [added: We provide] satellite services [removed: on a full-time and/or occasional-use basis] to [removed: U.S. government service providers,] internet service providers, broadcast news organizations, [added: and] content providers [added: who use our satellites to deliver programming] and [removed: private enterprise customers.][added: internet.]

Our satellite capacity is currently used by our [added: enterprise] customers for a variety of applications, including:

- [removed: Network] [added: Network] Services.

[removed: - Monetize] [added: ●Leverage the capabilities of] our [added: industry leading] EchoStar XXIV satellite.

Following the [added: service] launch of [removed: our] [added: the] EchoStar XXIV [removed: satellite,] [added: satellite in December 2023,] which [removed: will provide] [added: provides us with] additional [removed: capacity] [added: capabilities] and [removed: ability to offer] [added: capacity, we have introduced new] higher [removed: speed] [added: speed, higher data Hughesnet ®] service plans, [removed: our focus will be on monetizing it.][added: including a new Hughesnet Fusion® offering.]

[removed: - Strong focus on] [added: | | • | Invest in high growth segments within] our enterprise [removed: business.] [added: business.] We [removed: also] have a strong focus on growing our global enterprise business by leveraging our [removed: business connectivity, managed service portfolio, hybrid business] [added: network connectivity] solutions, [added: managed services portfolio] and [removed: our own manufactured] [added: internally-developed technologies and] products. [added: |]

[added: | | o |] 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. [added: Under the agreement, Astro Digital will manufacture the satellites for the constellation, which we expect will deliver \[global\] \[check this\] Internet of Things, machine-to-machine and other data services beginning in 2025. |]

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

We intend to continue [removed: to selectively explore] [added: selective exploration of] 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, broaden our portfolio of services, products and intellectual property and strengthen our relationships with our customers.

[added: | | ● | Develop new and improved technologies.] We believe that our engineering capabilities [removed: provide] [added: enable] us [removed: 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. [added: |]

Depending upon the circumstances, non-compliance with applicable legislation or regulations could result in suspension or revocation of our licenses or authorizations, the termination or loss of contracts or the imposition of contractual damages, civil fines or criminal [removed: penalties.][added: penalties, any of which could have a material adverse effect on our business, financial condition and results of operations.]

The following summary of [removed: regulations] [added: regulatory developments] and legislation [added: in the United States] is not intended to describe all present and proposed government regulation and legislation affecting [removed: our business.][added: the video programming distribution, satellite services, wireless telecommunications, broadband, and Internet industries.]

Government regulations that are currently the subject of judicial or administrative proceedings, [removed: draft legislation] [added: legislative hearings] or administrative proposals could [removed: impact us and our] [added: change these] industries to varying degrees.

Its subsidiaries (which together with EchoStar Corporation are referred to as “EchoStar,” the “Company,” “we,” “us” and/or “our,” unless otherwise required by the context).

Our Class A common stock is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SATS.” Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112 and our telephone number is (303) 723- 1000.

Recent Developments

Merger with DISH Network

On December 31, 2023, we completed the acquisition of DISH Network pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the “Amended Merger Agreement”), by and among us, EAV Corp., a Nevada corporation and our wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which we acquired DISH Network by means of the merger of Merger Sub with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as our wholly owned subsidiary.

On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023, at 11:59 p.m.

ET (the “Effective Time”), each share of DISH Network Class A common stock, par value $0.01 per share (“DISH Network Class A Common Stock”) and DISH Network Class C common stock, par value $0.01 per share (“DISH Network Class C Common Stock”) outstanding immediately prior to the Effective Time, was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A common stock, par value $0.001 per share (“EchoStar Class A Common Stock”) equal to 0.350877 (the “Exchange Ratio”).

On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH Network Class B common stock, par value $0.01 per share (“DISH Network Class B Common Stock” and, together with DISH Network Class A Common Stock and DISH Network Class C Common Stock, “DISH Network Common Stock”), outstanding immediately prior to the Effective Time was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B common stock, par value $0.001 per share (the “EchoStar Class B Common Stock” and, together with the EchoStar Class A Common Stock, the “EchoStar Common Stock”), equal to the Exchange Ratio.

Any shares of DISH Network Common Stock that were held in DISH Network’s treasury or held directly by us or Merger Sub immediately prior to the Effective Time were cancelled and cease to exist and no consideration was paid in respect thereof.

All shares of the DISH Network Class A Common Stock were delisted from the Nasdaq Global Select Market (“NASDAQ”) and deregistered under the Securities Exchange Act of 1934, as amended.

The EchoStar Common Stock issued to the Ergen DISH Stockholders (as defined in the Amended Merger Agreement) as Merger consideration was issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”).

At the Effective Time, each share of DISH Network Class A Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class A Common Stock equal to the Exchange Ratio, and (b) each share of DISH Network Class B Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class B Common Stock equal to the Exchange Ratio.

Concurrently with the entry into the Amended Merger Agreement, the Ergen EchoStar Stockholders (as defined in the Amended Merger Agreement), the Ergen DISH Stockholders (collectively, the “Ergen Stockholders”), we and DISH Network entered into an amended and restated support agreement (the “Amended Support Agreement”).

In connection with the completion of the Merger, and pursuant to the Amended and Restated Support Agreement, the Ergen Stockholders, we and DISH Network, on December 31, 2023, we and the Ergen Stockholders entered into a registration rights agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides the Ergen Stockholders, and their affiliates who become parties thereto, with certain registration rights relating to the shares of EchoStar Common Stock, which they beneficially own, including: (i) the right to demand shelf registration as well as registration on long and short form registration statements and; (ii) “piggyback” registration rights to be included in future registered offerings by us of our equity securities, in each case, subject to certain requirements and customary conditions.

The Registration Rights Agreement sets forth customary registration procedures, including an agreement by us to make appropriate officers available to participate in roadshow presentations and cooperate as reasonably requested in connection with any underwritten offerings.

We also agreed to indemnify the Ergen Stockholders and their affiliates with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions based on or contained in information furnished to us for use in a registration statement by a participating stockholder.

For more information and a copy of the Amended Merger Agreement, the Amended Support Agreement and the Registration Rights Agreement, see the Form 8-K of EchoStar Corporation filed on October 3, 2023 and the Form 8-K of EchoStar Corporation filed on January 2, 2024.

With the Merger complete, we are currently focused on the process of integrating our and DISH Network’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”).

EchoStar Corporation is a holding company.

Its subsidiaries operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.

Pay-TV

We offer pay-TV services under the DISH® brand and the SLING® brand (collectively “Pay-TV” services).

The DISH branded pay-TV service consists of, among other things, Federal Communications Commission (“FCC”) licenses authorizing us to use direct broadcast satellite (“DBS”) and Fixed Satellite Service (“FSS”) spectrum, our owned and leased satellites, receiver systems, broadcast operations, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations (“DISH TV”).

We also design, develop and distribute receiver systems and provide digital broadcast operations, including satellite uplinking/downlinking, transmission and other services to third-party pay-TV providers.

The SLING branded pay-TV services consist of, among other things, multichannel, live-linear and on-demand streaming over-the-top (“OTT”) Internet-based domestic, international, Latino and Freestream video programming services (“SLING TV”).

As of December 31, 2023, we had 8.526 million Pay-TV subscribers in the United States, including 6.471 million DISH TV subscribers and 2.055 million SLING TV subscribers.

Retail Wireless

We offer nationwide prepaid and postpaid retail wireless services to subscribers primarily under our Boost Mobile®, Boost postpaid and Gen Mobile® brands (“Retail Wireless” services), as well as a competitive portfolio of wireless devices.

Prepaid wireless subscribers generally pay in advance for monthly access to wireless talk, text, and data services.

Postpaid wireless subscribers are qualified to pay after receiving wireless talk, text, and data services, and may also qualify for financing arrangements for wireless devices.

We are currently operating our Retail Wireless segment primarily as a mobile virtual network operator (“MVNO”) as we continue our 5G Network Deployment and commercialize our 5G Network, as defined below.

We are transitioning our Retail Wireless segment to a mobile network operator (“MNO”) as our 5G Network becomes commercially available and we are currently activating subscribers onto our 5G Network in markets where we have reached voice over new radio (“VoNR”).

As an MVNO, today we depend on T-Mobile and AT&T to provide us with network services under the amended Master Network Services Agreement (“MNSA”) and Network Services Agreement (the “NSA”), respectively.

Under the NSA, we expect AT&T will become our primary network services provider.

As of December 31, 2023, we had 7.378 million Wireless subscribers.

5G Network Deployment

We have invested a total of over $30 billion in Wireless spectrum licenses, which includes over $10 billion in initial noncontrolling investments in certain entities.

The $30 billion of investments related to Wireless spectrum licenses does not include $9 billion of capitalized interest related to the carrying value of such licenses.

See Note 2 and Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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

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

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

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

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

All amounts presented in this Form 10-K are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

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

These 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 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.

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

Table of Contents

HUGHES SEGMENT

In most areas of the U.S. we are nearing or have reached capacity, which has resulted in our consumer subscriber base becoming increasingly limited.

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

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

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

On January 4, 2022, this joint venture was formed (the “India JV”) and subsequent to the formation of the India JV, we hold a 67% ownership interest and Bharti holds a 33% ownership interest in HCIPL.

The India JV 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 in India.

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.

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

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

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

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.

The EchoStar XXIV satellite is expected to be launched in the second quarter of 2023.

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, 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 our Corporate and Other segment in our segment reporting.

Our Customers

Our Competition

Our Manufacturing

ESS SEGMENT

Our Services

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.

We provide satellite services to broadcast news organizations, internet service providers and content providers who use our satellites to deliver programming and internet.

See Note 15 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding certain legal proceedings in which we are involved.

For a discussion of legal proceedings, see Note 21 in our Consolidated Financial Statements.

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

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

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

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

| Nevada | [removed: | | | | | | | | | |] [added: ​] | 26-1232727 | [removed: | |]

| (State or other jurisdiction of incorporation or organization) | [removed: | | | | | | | | | |] [added: ​] | (I.R.S. Employer Identification No.) | [removed: | |]

| (Address of principal executive offices) | [removed: | | | | | | | | | |] [added: ​] | (Zip Code) | [removed: | |]

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

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

| [removed: (Title] [added: Title] of each [removed: class) | | | | | | | |] [added: class] | [added: ​] | [added: Trading Symbol(s)] | [added: ​] | [removed: (Name] [added: Name] of each exchange on which [removed: registered) | |] [added: registered] |

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports)] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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

| [removed: Large accelerated filer | | | ☒ | | | Accelerated] [added: Non-accelerated] filer [removed: | | |] ☐ [removed: |] [added: ​] | [added: ​] | [added: Smaller reporting company ☐] Emerging growth company [removed: | | |] ☐ | [removed: | |]

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

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of Class A common stock held by non-affiliates of the registrant was [removed: $646.8] [added: $585.3] million based upon the closing price of the Class A common stock as reported on the [removed: NASDAQ] [added: Nasdaq] Global Select Market as of the close of business on [removed: that date.][added: the last trading day of the month.]

As of February [removed: 6, 2023,] [added: 20, 2024,] the registrant’s outstanding common stock consisted of [removed: 35,594,333] [added: 140,170,052] shares of Class A common stock and [removed: 47,687,039] [added: 131,348,468] shares of Class B common stock, each $0.001 par value.

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

| [Item [removed: 1A.](#ia4fcc9b431d4479e936bad386c592c11_433) |] [added: 1A.](#Item1ARISKFACTORSLegaltoworktocombineloo)] | [added: ​] | [Risk [removed: Factors](#ia4fcc9b431d4479e936bad386c592c11_433) | | | [13](#ia4fcc9b431d4479e936bad386c592c11_433) |] [added: Factors](#Item1ARISKFACTORSLegaltoworktocombineloo)] | [added: 24] |

| [Item [removed: 1B.](#ia4fcc9b431d4479e936bad386c592c11_463) |] [added: 1B.](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972)] | [added: ​] | [Unresolved Staff [removed: Comments](#ia4fcc9b431d4479e936bad386c592c11_463) | | | [23](#ia4fcc9b431d4479e936bad386c592c11_463) |] [added: Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_382972)] | [added: 51] |

| [Item [removed: 3.](#ia4fcc9b431d4479e936bad386c592c11_469) |] [added: 3.](#Item3LEGALPROCEEDINGS_42110)] | [added: ​] | [Legal [removed: Proceedings](#ia4fcc9b431d4479e936bad386c592c11_469) | | | [24](#ia4fcc9b431d4479e936bad386c592c11_469) |] [added: Proceedings](#Item3LEGALPROCEEDINGS_42110)] | [added: 53] |

| [Item [removed: 4.](#ia4fcc9b431d4479e936bad386c592c11_358) |] [added: 4.](#Item4MINESAFETYDISCLOSURES_613592)] | [added: ​] | [Mine Safety [removed: Disclosures](#ia4fcc9b431d4479e936bad386c592c11_358) | | | [24](#ia4fcc9b431d4479e936bad386c592c11_358) |] [added: Disclosures](#Item4MINESAFETYDISCLOSURES_613592)] | [added: 53] |

| [Item [removed: 5.](#ia4fcc9b431d4479e936bad386c592c11_475) |] [added: 5.](#Item_5)] | [added: ​] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia4fcc9b431d4479e936bad386c592c11_475) | | | [25](#ia4fcc9b431d4479e936bad386c592c11_475) |] [added: Securities](#Item_5)] | [added: 53] |

| [Item [removed: 6.](#ia4fcc9b431d4479e936bad386c592c11_478) | | | [\[Reserved\]](#ia4fcc9b431d4479e936bad386c592c11_478) | |] [added: 6.](#Item_6)] | [removed: [26](#ia4fcc9b431d4479e936bad386c592c11_478)] [added: ​] | [added: [\[Reserved\]](#Item_6)] | [added: 54] |

| [Item [removed: 7.](#ia4fcc9b431d4479e936bad386c592c11_481) |] [added: 7.](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [added: ​] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia4fcc9b431d4479e936bad386c592c11_481) | | | [27](#ia4fcc9b431d4479e936bad386c592c11_481) |] [added: Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [added: 55] |

| [Item [removed: 7A.](#ia4fcc9b431d4479e936bad386c592c11_487) |] [added: 7A.](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [added: ​] | [Quantitative and Qualitative Disclosures [removed: about] [added: About] Market [removed: Risk](#ia4fcc9b431d4479e936bad386c592c11_487) | | | [50](#ia4fcc9b431d4479e936bad386c592c11_487) |] [added: Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [added: 101] |

| [Item [removed: 8.](#ia4fcc9b431d4479e936bad386c592c11_490) |] [added: 8.](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [added: ​] | [Financial Statements and Supplementary [removed: Data](#ia4fcc9b431d4479e936bad386c592c11_490) | | | [52](#ia4fcc9b431d4479e936bad386c592c11_490) |] [added: Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [added: 103] |

| [Item [removed: 9.](#ia4fcc9b431d4479e936bad386c592c11_493) |] [added: 9.](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | [added: ​] | [Changes in and Disagreements [removed: with] [added: With] Accountants on Accounting and Financial [removed: Disclosure](#ia4fcc9b431d4479e936bad386c592c11_493) | | | [52](#ia4fcc9b431d4479e936bad386c592c11_493) |] [added: Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | [added: 103] |

| [Item [removed: 9A.](#ia4fcc9b431d4479e936bad386c592c11_496) |] [added: 9A.](#Item9ACONTROLSANDPROCEDURES_922524)] | [added: ​] | [Controls and [removed: Procedures](#ia4fcc9b431d4479e936bad386c592c11_496) | | | [52](#ia4fcc9b431d4479e936bad386c592c11_496) |] [added: Procedures](#Item9ACONTROLSANDPROCEDURES_922524)] | [added: 103] |

| [Item [removed: 9B.](#ia4fcc9b431d4479e936bad386c592c11_499) |] [added: 9B.](#Item9BOTHERINFORMATION_168183)] | [added: ​] | [Other [removed: Information](#ia4fcc9b431d4479e936bad386c592c11_499) | | | [53](#ia4fcc9b431d4479e936bad386c592c11_499) |] [added: Information](#Item9BOTHERINFORMATION_168183)] | [added: 104] |

| [Item [removed: 9C.](#ia4fcc9b431d4479e936bad386c592c11_502) |] [added: 9C.](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC)] | [added: ​] | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia4fcc9b431d4479e936bad386c592c11_502) | | | [53](#ia4fcc9b431d4479e936bad386c592c11_502) |] [added: Inspections](#Item9CDISCLOSUREREGARDINGFOREIGNJURISDIC)] | [added: 104] |

| [Item [removed: 10.](#ia4fcc9b431d4479e936bad386c592c11_508) |] [added: 10.](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | [added: ​] | [Directors, Executive Officers and Corporate [removed: Governance](#ia4fcc9b431d4479e936bad386c592c11_508) | | | [54](#ia4fcc9b431d4479e936bad386c592c11_508) |] [added: Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | [added: 104] |

| [Item [removed: 11.](#ia4fcc9b431d4479e936bad386c592c11_511) |] [added: 11.](#Item11EXECUTIVECOMPENSATION_903179)] | [added: ​] | [Executive [removed: Compensation](#ia4fcc9b431d4479e936bad386c592c11_511) | | | [54](#ia4fcc9b431d4479e936bad386c592c11_511) |] [added: Compensation](#Item11EXECUTIVECOMPENSATION_903179)] | [added: 105] |

| [Item [removed: 12.](#ia4fcc9b431d4479e936bad386c592c11_514) |] [added: 12.](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | [added: ​] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia4fcc9b431d4479e936bad386c592c11_514) | | | [54](#ia4fcc9b431d4479e936bad386c592c11_514) |] [added: Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | [added: 105] |

| [Item [removed: 13.](#ia4fcc9b431d4479e936bad386c592c11_517) |] [added: 13.](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | [added: ​] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia4fcc9b431d4479e936bad386c592c11_517) | | | [54](#ia4fcc9b431d4479e936bad386c592c11_517) |] [added: Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | [added: 105] |

| [Item [removed: 14.](#ia4fcc9b431d4479e936bad386c592c11_520) |] [added: 14.](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES)] | [added: ​] | [Principal Accounting Fees and [removed: Services](#ia4fcc9b431d4479e936bad386c592c11_520) | | | [54](#ia4fcc9b431d4479e936bad386c592c11_520) |] [added: Services](#Item14PRINCIPALACCOUNTINGFEESANDSERVICES)] | [added: 105] |

| [Item [removed: 15.](#ia4fcc9b431d4479e936bad386c592c11_526) |] [added: 15.](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE)] | [added: ​] | [Exhibits, Financial Statement [removed: Schedules](#ia4fcc9b431d4479e936bad386c592c11_526) | | | [55](#ia4fcc9b431d4479e936bad386c592c11_526) |] [added: Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE)] | [added: 105] |

| [Item [removed: 16.](#ia4fcc9b431d4479e936bad386c592c11_529) |] [added: 16.](#Item16FORM10KSUMMARY_441010)] | [added: ​] | [Form 10-K [removed: Summary](#ia4fcc9b431d4479e936bad386c592c11_529) | | | [61](#ia4fcc9b431d4479e936bad386c592c11_529) |] [added: Summary](#Item16FORM10KSUMMARY_441010)] | [added: 114] |

| [removed: |] [added: ​] | [added: ​] | [Index to Consolidated Financial [removed: Statements](#ia4fcc9b431d4479e936bad386c592c11_535) | | | [F-1](#ia4fcc9b431d4479e936bad386c592c11_535) |] [added: Statements](#INDEXTOCONSOLIDATEDFINANCIALSTATEMENTS_9)] | [added: F-1] |

​

​

| ​ | ​ |

| --- | --- |

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

| ​ | ​ |

| --- | --- |

FOR THE TRANSITION PERIOD FROM TO .

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

| 9601 South Meridian Boulevard | ​ | ​ |

| Englewood, Colorado | ​ | 80112 |

Registrant’s telephone number, including area code: (303) 723-1000

| | ​ | | ​ | |

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

| Large accelerated filer ☒ | ​ | Accelerated filer ☐ |

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

| ​ | ​ | ​ |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

The following documents are incorporated into this Form 10-K by reference:

| ​ | ​ | ​ | ​ |

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

| ​ | | [PART I](#PARTI_262493) | ​ |

| ​ | ​ | ​ | ​ |

| [Item 1.](#Item1BUSINESS_617482) | ​ | [Business](#Item1BUSINESS_617482) | 1 |

| [Item 1C](#Item1CCYBERSECURITYOpen_69005) | ​ | [Cybersecurity](#Item1CCYBERSECURITYOpen_69005) | 52 |

| [Item 2.](#Item2PROPERTIES_610331) | ​ | [Properties](#Item2PROPERTIES_610331) | 53 |

| ​ | ​ | ​ | ​ |

| ​ | ​ | [PART II](#PARTII_406547) | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | [PART III](#PARTIII_433000) | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | [PART IV](#PARTIV_185268) | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | [Signatures](#SIGNATURES_844842) | 115 |

Table of Contents


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

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

| 100 Inverness Terrace East, | | | Englewood, | | | Colorado | | | | | | 80112-5308 | | |

| (303) | | | 706-4000 | | | | | | | | | Not Applicable | | |

| (Registrant’s telephone number, including area code) | | | | | | | | | | | | (Former name, former address and former fiscal year, if changed since last report) | | |

| SATS | | | | | | | | | | | | | | |

| (Ticker symbol) | | | | | | | | | | | | | | |

Yes ☒ No ☐

(Check one):

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

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

| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | | | | | | | |

| | | | | | | | | |

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

| | | | [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) | | | | | |

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

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

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

All statements, other than statements of historical facts, may be forward-looking statements.

- significant risks related to our ability to operate and control our satellites, operational and environmental risks related to our owned and leased satellites, and risks related to our satellites under construction;

- our ability and the ability of third parties with whom we engage to operate our business as a result of the COVID-19 pandemic, including regulatory and competitive considerations;

- our ability to implement and/or realize benefits of our investments and other strategic initiatives;

- legal proceedings relating to the BSS Transaction or other matters that could result in substantial costs and material adverse effects to our business;

- risks related to our foreign operations and other uncertainties associated with doing business internationally;

- risks related to our dependency upon third-party providers, including supply chain disruptions and inflation;

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”).

We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements.

We do not assume responsibility for the accuracy and completeness of any forward-looking statements.

We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in any documents we file with the SEC, except as required by law.

Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

​

Table of Contents

​

We recognize the importance of assessing, identifying, reviewing and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

These risks include, among other things: operational and legal risks including intellectual property theft or loss, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.

Our framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all technical standards, specifications or requirements under NIST.

We have an enterprise-wide information security program designed to identify, protect against, detect, respond to, and recover from cybersecurity risks, threats and events.

Our cyber risk management system contributes significantly to the overall resilience and integrity of our business by, among other things, integrating the risk identification process in all major company initiatives and deployment processes, implementing a unified approach to managing both digital and traditional business risks, making continuous improvements and regularly reporting to management and the Board of Directors as a whole to ensure accountability.

We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities.

We and certain third parties conduct regular reviews and tests of our information security program and also leverage, among other things, audits, tabletop exercises, penetration and vulnerability testing, red team exercises, simulations and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.

In addition, we evaluate third-party risks and perform third-party risk management to assess, identify and mitigate risks from third parties such as vendors, suppliers and other business partners.

We have experienced cyber-attacks or other malicious activities that disrupted our business in the past.

Any future failure or disruption of our information technology infrastructure and communications systems or those of third parties that we use in our operations could harm our business in the future.

On February 23, 2023, DISH Network experienced a network outage that affected its internal servers and IT telephony.

We immediately activated our incident response and business continuity plans designed to contain, remediate and recover from the situation.

We engaged the services of certain cyber-security experts and outside advisors to assist in the evaluation of the situation, and once we determined that the outage was due to a cybersecurity incident, we promptly notified appropriate law enforcement authorities.

In addition, on February 28, 2023, we further disclosed that certain data had been extracted from the DISH Network IT systems.

After investigation and discussions with certain third parties, we determined that our customer databases were not accessed, however, we confirmed that certain employee-related records as well as a limited number of other records containing certain personal information were among the data extracted.

We took steps to protect the affected records, received confirmation that the extracted data was deleted and notified individuals whose data was extracted.

The DISH TV, SLING TV and Retail Wireless services, along with our wireless and data networks remained operational at all times during the incident.

As of March 31, 2023, all significant systems had been restored.

We have no reason to believe that this cybersecurity incident has not been concluded.

We describe whether and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

The Chief Information Security Officer (“CISO”) leads our information security organization responsible for overseeing our information security program.

Our CISO has over 25 years of experience in various roles involving information security, including risk management and security leadership.

Team members who support our information security program have relevant education, professional certifications and industry experience, including but not limited to, holding similar positions at large technology companies.

The team provides regular reports, no less frequently than monthly, to senior management and other relevant teams, including, but not limited to, the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”) and Chief Legal Officer (“CLO”).

Preparation for and, where possible prevention of cybersecurity incidents involves regular and structured briefings to key management on risk remediation measures that should be taken to decrease, among other things, the likelihood and severability of incidents and to mitigate and manage their effects.

The CEO, COO, CIO, CLO and other members of management receive detailed updates on cybersecurity risks on a regular basis, no less frequently than monthly, or when significant risks or incidents are identified.

These briefings enable the management team to, among other things, stay informed of the latest threats, assess the effectiveness of current security measures and make timely decisions on strategic security initiatives.

In addition, the Board of Directors is regularly briefed, no less frequently than quarterly, on cybersecurity risks as part of its oversight functions and to ensure that cybersecurity practices align with the company’s overall risk management framework and business objectives.

In connection with the Integration, we anticipate that we will continue to evaluate and address as needed our cyber security risk management, policies, structure, strategies and governance to meet our needs.

​

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

| [added: Corporate headquarters,] Englewood, Colorado | [removed: | | | | | ESS/Corporate and Other | |] [added: ​] | [added: All] | [added: ​] | [added: X] | [removed: Corporate headquarters and ESS operations] [added: ​] | [added: ​] | [added: ​] |

| [added: General offices, engineering offices, network operations and shared hubs,] Germantown, Maryland | [removed: | | | | | Hughes | |] [added: ​] | [added: Broadband and Satellite Services] | [added: ​] | [added: X] | [removed: Hughes corporate headquarters, engineering offices, network operations and shared hubs] [added: ​] | [added: ​] | [added: ​] |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | | ​ |

| \` | | Segment(s)Using Property | | Owned | | Leased | |

| General offices, Littleton, Colorado | ​ | Retail Wireless/5G Network Deployment | ​ | X | ​ | ​ | ​ |

| General offices and warehouse, Griesheim, Germany | ​ | Broadband and Satellite Services | ​ | X | ​ | ​ | ​ |

| Customer call center, warehouse, service, and remanufacturing center, El Paso, Texas | ​ | Pay-TV | ​ | X | ​ | ​ | ​ |

| Data center, gateways, equipment and operations, Cheyenne, Wyoming | ​ | Pay-TV/5G Network Deployment/Broadband and Satellite Services | ​ | X | ​ | ​ | ​ |

| Digital broadcast operations center, Cheyenne, Wyoming | ​ | Pay-TV | ​ | X | ​ | ​ | ​ |

| Digital broadcast operations center and gateways, Gilbert, Arizona | ​ | Pay-TV/Broadband and Satellite Services | ​ | X | ​ | ​ | ​ |

| Engineering offices and service center, Englewood, Colorado | ​ | Pay-TV | ​ | X | ​ | ​ | ​ |

| Warehouse, Denver, Colorado | ​ | Pay-TV | ​ | X | ​ | ​ | ​ |

| Warehouse and distribution center, Spartanburg, South Carolina | ​ | Pay-TV/5G Network Deployment | ​ | ​ | ​ | X | ​ |

| Warehouse and distribution center, Denver, Colorado | ​ | Pay-TV/5G Network Deployment | ​ | ​ | ​ | X | ​ |

| Warehouse and distribution center, Atlanta, Georgia | ​ | Pay-TV/5G Network Deployment | ​ | ​ | ​ | X | ​ |

In addition to the principal properties listed above, we operate numerous facilities for, among other things, our in-home service operations, customer call centers, digital broadcast operations centers strategically located in regions throughout the United States, manufacturing and testing facilities, shared hubs, regional network management centers and backup network operation and control centers.

We also have several general offices in foreign countries.

Furthermore, our Pay-TV segment owns or leases capacity on nine satellites, which are a major component of our DISH TV services and our Broadband and Satellite Services segment currently owns or leases capacity on nine satellites, which are a major component of the Broadband and Satellite Services segment.

See Note 8 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

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

We operate various facilities in the United States and abroad.

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

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

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

| Location | | | | | | Segment(s) | | | | | | Function | | |

| Owned: | | | | | | | | | | | | | | |

| Griesheim, Germany | | | | | | Hughes/Corporate and Other | | | | | | Shared hub, operations, administrative offices and warehouse | | |

| Leased: | | | | | | | | | | | | | | |

| Gilbert, Arizona | | | | | | Hughes | | | | | | Gateways | | |

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

| Englewood, Colorado | | | | | | Hughes | | | | | | Gateways and equipment | | |

| Gaithersburg, Maryland | | | | | | Hughes | | | | | | Manufacturing and testing facilities and logistics offices | | |

| Gaithersburg, Maryland | | | | | | Hughes | | | | | | Engineering and administrative offices | | |

| Southfield, Michigan | | | | | | Hughes | | | | | | Shared hub and regional network management center | | |

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

| Cheyenne, Wyoming | | | | | | Hughes/ESS | | | | | | Gateways, equipment and ESS operations | | |

| Barueri, Brazil | | | | | | Hughes | | | | | | Shared hub | | |

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

| Bangalore, India | | | | | | Hughes | | | | | | Engineering office and office space | | |

| Gurgaon, India | | | | | | Hughes | | | | | | Administrative offices, shared hub, operations, warehouse, and development center | | |

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

| Milton Keynes, United Kingdom | | | | | | Hughes | | | | | | Hughes Europe corporate headquarters and operations | | |

[removed: PART II][added: PART II]

| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |

| --- | --- |

Market Information

Our Class A common stock is quoted on the Nasdaq Global Select Market under the symbol “SATS.” As of February 27, 2024, there were approximately 8,660 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 27, 2024, all of the 131,348,468 outstanding shares of our Class B common stock were beneficially held by Charles W.

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

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

Dividends

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

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

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

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

See Note 10 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

Securities Authorized for Issuance Under Equity Compensation Plans

See “_Item 12.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information regarding purchases of our Class A common stock made by us for the period from October 1, 2023 through December 31, 2023.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Maximum Approximate | |

| ​ | ​ | Total | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Dollar Value of Shares | |

| ​ | ​ | Number of | ​ | Average | | ​ | as Part of Publicly | ​ | that May Yet be | |

| ​ | ​ | Shares | ​ | Price Paid | | ​ | Announced | ​ | Purchased Under the | |

| Period | | Purchased | | per Share | | | Programs | | Programs (1) | |

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

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

| October 1, 2023 - October 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 500,000 |

| November 1, 2023 - November 30, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 500,000 |

| December 1, 2023 - December 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 500,000 |

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

| (1) | Our Board of Directors previously authorized stock repurchases of up to $500 million of our outstanding Class A common stock through and including December 31, 2023. On October 20, 2022, our Board of Directors extended this authorization to repurchase up to $500 million of our outstanding Class A common stock through and including December 31, 2023. Purchases under our repurchase program may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, subject to market conditions and other factors. We may elect not to purchase the maximum amount of shares allowable under this program and we may also enter into additional share repurchase programs authorized by our Board of Directors. This program expired December 31, 2023. |

| --- | --- |

Table of Contents

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

[removed: The] [added: _You should read the] following [removed: Management’s Discussion] [added: management’s discussion] and [removed: Analysis] [added: analysis] of our [removed: Financial Condition] [added: financial condition] and [removed: Results] [added: results] of [removed: Operations (“Management’s Discussion and Analysis”) should be read in conjunction] [added: operations together] with [added: the audited consolidated financial statements and notes to] our [removed: Consolidated Financial Statements.][added: financial statements included elsewhere in this Annual Report on Form 10-K.]

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

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

[removed: Further,] [added: Furthermore,] such forward-looking statements speak only as of the date of this [added: Annual Report on] Form 10-K and we [removed: undertake no] [added: expressly disclaim any] obligation to update [removed: them.][added: any forward-looking statements._]

[removed: Overview][added: Overview]

[removed: Our Hughes segment is] [added: 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.

These constraints [removed: are expected to be] [added: have been] addressed by the [removed: launch of the] EchoStar XXIV satellite.

[removed: Our broadband subscribers] [added: Broadband subscribers. Subscribers] include customers that subscribe to our HughesNet [removed: services in the U.S. and Latin America] [added: service,] through retail, wholesale and small/medium enterprise service channels.

| [removed: | | | |] [added: ​] | | 2022 | | | [removed: | | |] 2021 | | | [removed: | | | 2020 | | | | |] [added: Amount] | | | [added: %] |

As of December 31, [removed: 2022 and 2021,] [added: 2023,] our [removed: Hughes] [added: Broadband and Satellite services] segment had [removed: $1.5 billion and $1.4] [added: approximately $1.980] billion of contracted revenue backlog, [removed: respectively,] an increase of [removed: 7.1% during that period,] [added: 30 percent compared to December 31, 2022] primarily due to an increase in contracts [removed: from our] [added: with] domestic [removed: and international] [added: enterprise] customers.

We define [removed: Hughes] [added: the Broadband and Satellite services] segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue.

[removed: Cybersecurity][added: Cybersecurity Incident]

[removed: EXPLANATION] [added: EXPLANATION] OF KEY METRICS AND OTHER [removed: ITEMS][added: ITEMS]

[removed: Equipment revenue.][added: | Revenue: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

[removed: Cost] [added: | Cost] of sales - [removed: services] [added: equipment] and [removed: other.][added: other | ​ | ​ | 91,164 | ​ | ​ | 97,315 | ​ | ​ | (6,151) | ​ | (6.3) |]

[removed: Cost] [added: Cost] of [removed: sales - services] [added: services. “Cost of services” principally includes Pay-TV programming expenses] and other [removed: primarily includes the cost of broadband services provided] [added: operating costs related] to our [removed: consumer] [added: Pay-TV segment, costs of Wireless services (including costs incurred under the MNSA] and [removed: enterprise customers,] [added: NSA), and costs of broadband services,] maintenance and other contracted [removed: services,] [added: services and] costs associated with satellite and transponder leases and [removed: services, professional services and facilities rental.][added: services.]

[removed: Research] [added: | Costs] and [removed: development expenses.][added: expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

Impairment of long-lived [removed: assets.][added: assets and goodwill.]

[removed: Impairment] [added: “Impairment] of long-lived assets [added: and goodwill”] includes our impairment losses related to our property and equipment, [removed: goodwill,] regulatory [removed: authorizations] [added: authorizations, goodwill] and other intangible assets.

[removed: Interest] [added: | Interest] expense, net of amounts [removed: capitalized.][added: capitalized | ​ | ​ | (90,357) | ​ | ​ | (79,217) | ​ | ​ | (11,140) | ​ | (14.1) |]

[removed: Interest] [added: Interest] expense, net of amounts [removed: capitalized] [added: capitalized. “Interest expense, net of amounts capitalized”] primarily includes interest expense associated with our [added: long-term] debt [removed: and finance lease obligations] (net of capitalized interest), [added: prepayment premiums,] amortization of debt [added: discounts and debt] issuance costs [added: associated with our long-term debt,] and interest expense [removed: related to certain legal proceedings.][added: associated with our finance lease obligations.]

[added: Earnings before interest, taxes, depreciation and amortization (“EBITDA”).] EBITDA is defined as [removed: Net] [added: “Net] income (loss) [removed: excluding Interest income and] [added: attributable to EchoStar” plus “Interest] expense, [removed: net, Income] [added: net of amounts capitalized” and net of “Interest income,” “Income] tax [removed: benefit (provision), net, Depreciation] [added: (provision) benefit, net”] and [removed: amortization,] [added: “Depreciation] and [removed: Net] [added: amortization.” This “non-GAAP measure” is reconciled to “Net] income (loss) attributable to [removed: non-controlling interests.][added: EchoStar” in our discussion of “Results of Operations” below.]

[added: Operating income before depreciation and amortization (“OIBDA”). OIBDA is defined as “Operating income (loss)” plus “Depreciation and amortization.”] This [removed: non-GAAP measure] [added: “non-GAAP measure”] is reconciled to [removed: Net] [added: “Operating] income [removed: (loss)] [added: (loss)”] in our discussion of [removed: Results] [added: “Results] of [removed: Operations section] [added: Operations”] below.

[added: Consolidated] EBITDA [added: is not a measure determined in accordance with GAAP and] should not be considered [removed: in isolation or as] a substitute for operating income, net income or any other measure determined in accordance with GAAP.

[added: Consolidated] EBITDA is used [removed: by our management] as a [removed: measure] [added: measurement] of operating efficiency and overall financial performance [added: and we believe it is a helpful measure] for [removed: benchmarking against] [added: those evaluating operating performance in relation to] our [removed: peers and] competitors.

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

[removed: - Operating] [added: | Operating] income [removed: of $189.6 million][added: (loss): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

[removed: -] [added: Cash,] Cash [removed: and cash equivalents] [added: Equivalents] and [removed: marketable investment securities of $1.7 billion][added: Current Marketable Investment Securities]

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS – Segments]

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

| [removed: | | | |] [added: ​] | [added: ​] | For the [removed: year ended] [added: Years Ended] December 31, | | | | | [removed: | | | | | |] [added: ​] | Variance | | | | [removed: | | | | |]

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

| Revenue: | [removed: | | | | | | | | | | | | | | |] [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| Total revenue | [removed: | | |] [added: ​] | [added: ​] | 1,998,093 | [removed: | | |] [added: ​] | [added: ​] | 1,985,720 | [removed: | | |] [added: ​] | [added: ​] | 12,373 | [removed: | | | |] [added: ​] | 0.6 | [removed: | |]

| Costs and expenses: | [removed: | | | | | | | | | | | | | | |] [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

[removed: | Selling,] [added: Selling,] general and administrative [removed: expenses | | | | | | 455,234 | | | | | | 461,705 | | | | | | (6,471) | | | | | | (1.4) | | |][added: expenses.]

| % of [removed: total] [added: Total] revenue | [removed: | | | | | 22.8 | | % | |] [added: ​] | [added: ​] | 23.3 | [removed: |] % | [removed: | | | | |] [added: ​] | [added: 17.1] | [added: %] | [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| % of [removed: total] [added: Total] revenue | [removed: | | | |] [added: ​] | [removed: 1.6] [added: ​] | [added: 12.2] | % | [removed: | | | 1.6] [added: ​] | [added: 13.0] | % | [removed: | | | | | | | |] [added: ​] | [added: ​] | [added: ​] | [added: ​] |

| Impairment of long-lived assets | [removed: | | |] [added: ​] | [added: ​] | 711 | [removed: | | |] [added: ​] | [added: ​] | 245 | [removed: | | |] [added: ​] | [added: ​] | 466 | [removed: | | | | | 190.2 |] [added: ​] | [added: *] |

| --- | --- |

The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.

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

*​*

Recent Developments

_Merger with DISH Network_

On December 31, 2023, we completed the Merger with DISH Network.

On the terms and subject to the conditions set forth in the Amended Merger Agreement, on December 31, 2023 at the Effective Time each share of DISH Network Common Stock outstanding immediately prior to the Effective Time, was converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Common Stock equal to the Exchange Ratio.

Any shares of DISH Network Common Stock that were held in DISH Network’s treasury or held directly by us or Merger Sub immediately prior to the Effective Time were cancelled and cease to exist and no consideration was paid in respect thereof.

All shares of the DISH Network Class A Common Stock were delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended.

The EchoStar Common Stock issued to the Ergen DISH Stockholders (as defined in the Amended Merger Agreement) as Merger consideration was issued through a private placement exemption from registration under the Securities Act.

At the Effective Time, each share of DISH Network Class A Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class A Common Stock equal to the Exchange Ratio, and (b) each share of DISH Network Class B Common Stock owned by the Ergen DISH Stockholders immediately prior to the Effective Time was converted into the right to receive a number of shares of EchoStar Class B Common Stock equal to the Exchange Ratio.

Concurrently with the entry into the Amended Merger Agreement, the Ergen Stockholders, we and DISH Network entered into the Amended Support Agreement.

In connection with the completion of the Merger, on December 31, 2023, we and the Ergen Stockholders entered into the Registration Rights Agreement.

See Note 1 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

For more information and a copy of the Amended Merger Agreement, the Amended Support Agreement and the Registration Rights Agreement, see the Form 8-K of EchoStar Corporation filed on October 3, 2023 and the Form 8-K of EchoStar Corporation filed on January 2, 2024.

With the Merger complete, we are currently focused on the Integration.

Segments

​

We currently operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services.

Our Pay-TV segment business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding customer service, and great value.

We offer Pay-TV services under the DISH® brand and the SLING® brand.

We promote our Pay-TV services by providing our subscribers with a better “price-to-value” relationship and experience than those available from other subscription television service providers.

We market our SLING TV services to consumers who do not subscribe to traditional satellite and cable pay-TV services, as well as to current and recent traditional pay-TV subscribers who desire a lower cost alternative.

Our Retail Wireless segment offers Retail Wireless services as well as a competitive portfolio of wireless devices.

We offer customers value by providing choice and flexibility in our Retail Wireless services.

We offer competitive consumer plans with no annual service contracts.

Our Retail Wireless business strategy is to expand our current target segments and profitably grow our subscriber base by acquiring and retaining high quality subscribers while we continue our 5G Network Deployment.

We intend to acquire high quality subscribers by providing competitive offers, choice and outstanding customer service that better meet those subscribers’ needs and budget.

We are currently operating our Retail Wireless segment primarily as a MVNO as we continue our 5G Network Deployment and commercialize our 5G Network.

We are transitioning our Retail Wireless segment to a MNO as our 5G Network becomes commercially available and we are currently activating subscribers onto our 5G Network in markets where we have reached VoNR.

As an MVNO, today we depend on T-Mobile and AT&T to provide us with network services under the MNSA and the NSA, respectively.

Under the NSA, we expect AT&T will become our primary network services provider.

Our 5G Network Deployment segment business strategy is to commercialize our Wireless spectrum licenses through the completion of our 5G Network Deployment.

We have committed to deploy our 5G Network capable of serving increasingly larger portions of the U.S. population at different deadlines, including 20% of the U.S. population by June 2022 and 70% of the U.S. population by June 2023.

If by June 2023, we are offering 5G broadband service to at least 50% of the U.S. population but less than 70% of the U.S. population, the 70% June 2023 deadline will be extended automatically to June 2025; however, as a result, we may, under certain circumstances, potentially be subject to certain penalties.

On June 14, 2022, we announced we had successfully reached our 20% population coverage requirement.

In addition, we announced and certified to the FCC that as of June 14, 2023, we offer 5G broadband service to over 73% of the U.S. population, or more than 246 million Americans nationwide.

On September 29, 2023, the FCC confirmed we have met all of our June 14, 2023 band-specific 5G deployment commitments, and two of our three nationwide 5G commitments.

The single remaining 5G commitment, that at least 70% of the U.S. population has access to average download speeds equal to 35 Mbps, will be confirmed using the drive test methodology agreed to and approved by the FCC.

ITEM 7.

Many of the statements in this Management’s Discussion and Analysis are forward-looking statements that involve assumptions and are subject to risks and uncertainties that are often difficult to predict and beyond our control.

Actual results could differ materially from those expressed or implied by such forward-looking statements.

See Disclosure Regarding Forward-Looking Statements of this Form 10-K for further discussion.

For a discussion of additional risks, uncertainties and other factors that could impact our results of operations or financial condition, see Item 1A.

EXECUTIVE SUMMARY

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

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

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

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.

Hughes Segment

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

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

Our Hughes segment continues to focus 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 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 our enterprise and consumer businesses relies heavily on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies.

In most areas of the U.S. we are nearing or have reached capacity, which has resulted in our consumer subscriber base becoming increasingly limited.

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

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

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 implementation in India.

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

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.

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.

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, and our planned expansion of satellite broadband services

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

throughout North, South and Central America.

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

The following table presents our approximate number of broadband subscribers:

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

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

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

| United States | | | | | | 931,000 | | | | | | 1,090,000 | | | | | | 1,189,000 | | | | | | | | |

| Latin America | | | | | | 297,000 | | | | | | 372,000 | | | | | | 375,000 | | | | | | | | |

| Total broadband subscribers | | | | | | 1,228,000 | | | | | | 1,462,000 | | | | | | 1,564,000 | | | | | | | | |

The following table presents the approximate number of net subscriber additions for each quarter in 2022:

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

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

| | | | | | | For the Three Months Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our [removed: Consolidated Financial Statements] [added: consolidated financial statements] are included in [removed: Item 15 of] this [added: Annual Report on] Form [removed: 10-K.][added: 10-K beginning on page F-1.]

[removed: Disclosure Controls] [added: Disclosure controls] and [removed: Procedures][added: procedures]

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

Based upon that evaluation, our Chief Executive Officer and [removed: Chief] [added: Principal] Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this [removed: Form 10-K such that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the 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.][added: report.]

[removed: Changes] [added: Changes] in [removed: Internal Control Over Financial Reporting][added: internal control over financial reporting]

[removed: Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting][added: 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: GAAP.][added: United States generally accepted accounting principles.]

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

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

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

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

Based on this evaluation, our management [removed: has] concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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 [added: Annual Report on] Form 10-K.

As a result of the Merger, our internal control over financial reporting (as defined by Rule 13a-15(f) under the Securities and Exchange Act of 1934) changed during our most recent fiscal quarter.

We determined that the Merger involved the transfer of a business, which for entities under common control required the retrospective combination of DISH Network into the Company for all periods presented using the historical cost basis of the acquired assets.

For the consolidated entity, we implemented new internal controls to record the retrospective combination and associated financial reporting.

Further, as DISH Network was material to EchoStar, we adopted many aspects of DISH Network’s control environment for our internal control over financial reporting.

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

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

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

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

Organizations of the Treadway Commission.

10b5-1 Trading Arrangements

None of the Company’s directors or Section 16 officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

Financial Results

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

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

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

[removed: PART III][added: PART III]

The information required by this Item [removed: with respect to the identity and business experience of our directors and corporate governance] will be set forth in our Proxy Statement for the 2023 Annual Meeting of Shareholders, which [removed: will be filed no later than 120 days after December 31, 2022, under the caption “Election of Directors,” which] information is hereby incorporated herein by reference.

The information required by this Item with respect to the identity and business experience of our executive officers is set forth [removed: in Part I of this Form 10-K] under the caption [removed: Item 1.][added: “Information About Our Executive Officers” in this Annual Report on Form 10-K.]

Business — Information about our Executive Officers.

The information required by this Item with respect to our code of ethics is contained in Part I of this Form 10-K under the caption Item 1.

Business — Website Access.

The information required by this Item will be set forth in our Proxy Statement for the 2023 Annual Meeting of Shareholders, which [removed: will be filed no later than 120 days after December 31, 2022, under the caption “Executive Compensation and Other Information,” which] information is hereby incorporated herein by reference.

| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

| --- | --- |

The information required by this Item will be set forth in our Proxy Statement for the 2023 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |

| --- | --- |

The information required by this Item will be set forth in our Proxy Statement for the 2023 Annual Meeting of Shareholders, which information is hereby incorporated herein by reference.

The information required by this Item will be set forth in our Proxy Statement for the 2023 Annual Meeting of Shareholders, which [removed: will be filed no later than 120 days after December 31, 2022, under the caption “Principal Accountant Fees and Services,” which] information is hereby incorporated herein by reference.

[removed: PART IV][added: PART IV]

[added: | |] (a) [added: |] The following documents are filed as part of this report: [added: |]

| [removed: | |] [added: ​] | Page | [removed: | |]

| [removed: (1) Consolidated Financial Statements] | [removed: | | |] [added: (1)] | [added: _Financial Statements_] |

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

| [Notes to Consolidated Financial [removed: Statements](#ia4fcc9b431d4479e936bad386c592c11_37) | | | F-[11](#ia4fcc9b431d4479e936bad386c592c11_37) |] [added: Statements](#a1OrganizationandBusinessActivi_724791)] | [added: F-9] |

[removed: (2) Exhibits][added: | | (3) | _Exhibits_ |]

| [removed: [2.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv2w1.htm) | | |] [added: 4.1*] | [added: ​] | | [removed: [Form] [added: [Specimen Class A Common Stock Certificate] of [removed: Separation Agreement between] EchoStar Corporation [removed: and DISH Network Corporation] (incorporated by reference to Exhibit [removed: 2.1] [added: 4.1] to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv2w1.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv4w1.htm)] | | |

| [removed: [2.3*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-21.htm) | | |] [added: 10.28*] | [added: ​] | | [removed: [Master Transaction Agreement by and among DISH Network Corporation, BSS Merger Sub Inc., EchoStar Corporation,] [added: [Amended] and [added: Restated] EchoStar [removed: BSS Corporation,] [added: Corporation Executive Officer Bonus Incentive Plan,] dated as of [removed: May 19,] [added: April 30,] 2019 (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. [removed: 001-33807). ](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-21.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/sats063019ex-101.htm)] | | |

| [removed: [3.1*](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w1.htm) | | |] [added: 10.1*] | [added: ​] | | [removed: [Articles of Incorporation] [added: [Form] of EchoStar Corporation [added: 2008 Class B CEO Stock Option Plan] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.25] to Amendment No. 1 of EchoStar Corporation’s Form 10 filed December 12, 2007, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv3w1.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000103570407000816/d50150a1exv10w25.htm)] | | |

| [removed: [3.4*](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000016/ex31certofwithdrawal.htm) | | |] [added: 10.12*] | [added: ​] | | [removed: [Certificate of Withdrawal of Certificate of Designation of EchoStar] [added: [EchoStar] Corporation [added: 2017 Stock Incentive Plan] (incorporated by reference to [removed: Exhibit 31 to] EchoStar Corporation’s [removed: Current Report] [added: Definitive Proxy Statement] on Form [removed: 8-K,] [added: 14,] filed March [removed: 6,] [added: 23,] 2017, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540417000016/ex31certofwithdrawal.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540417000022/sats2017proxystatement.htm)] | | |

| [removed: [4.2*](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm) | | |] [added: 4.2*] | [added: ​] | | [Security Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and 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. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465911033872/a11-14479_1ex4d1.htm)] | | |

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

| [removed: [4.4*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm) | | |] [added: 4.6*] | [added: ​] | | [Indenture, relating to the 6.625% Senior Unsecured Notes, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d2.htm)] | | |

| [removed: [4.5*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm) | | |] [added: 4.7*] | [added: ​] | | [removed: [Registration Rights Agreement,] [added: [Additional Secured Party Joinder,] dated as of July 27, 2016, among [added: U.S. Bank National Association, as trustee and successor collateral agent, and] Hughes Satellite Systems [removed: Corporation, the guarantors party thereto and Deutsche Bank Securities Inc.] [added: Corporation] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d3.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] | | |

| [removed: [4.6*](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm) | | |] [added: 4.18*] | [added: ​] | | [removed: [Additional] [added: [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior] Secured [removed: Party Joinder,] [added: Notes due 2026,] dated [removed: as of July 27, 2016,] [added: June 12, 2019, by and] among [added: Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto,] U.S. Bank National Association, as trustee and successor collateral [removed: agent, and Hughes Satellite Systems Corporation] [added: agent] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to EchoStar Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q for the quarter ended June 30, 2019,] filed [removed: on July 27, 2016,] [added: August 8, 2019,] Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000110465916134602/a16-15573_1ex4d4.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] | | |

| [removed: [4.9*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm) | | |] [added: 4.10*] | [added: ​] | | [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. [removed: 333-179121).](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)] [added: 333-179121).](https://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibit4d19.htm)] | | |

| [removed: [4.10*](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm) | | |] [added: 4.11*] | [added: ​] | | [Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. [removed: 333-179121).](http://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm)] [added: 333- 179121).](https://www.sec.gov/Archives/edgar/data/1345840/000153375817000023/hssc_2017exchexhibitx4d20.htm)] | | |

| [removed: [4.11*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm) | | |] [added: 4.12*] | [added: ​] | | [Joinder Agreement, dated as of August 10, 2017, to the Security Agreement dated as of June 8, 2011, by and between HNS Americas, L.L.C., HNS Americas II, L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.24 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit424-xjoinderagr.htm)] | | |

| [removed: [4.12*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm) | | |] [added: 4.13*] | [added: ​] | | [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.25 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit425-xhsscxsecon.htm)] | | |

| [removed: [4.13*](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm) | | |] [added: 4.14*] | [added: ​] | | [Second Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of August 10, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.26 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540418000005/exhibit426-xhsscxsecon.htm)] | | |

| [removed: [4.14*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm) | | |] [added: 4.17*] | [added: ​] | | [Joinder Agreement, dated as of June 12, 2019, to the Security Agreement dated as of June 8, 2011, by and between EchoStar BSS Corporation, EchoStar FSS L.L.C. and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex41-joinderagreement.htm)] | | |

| [removed: [4.15*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm) | | |] [added: 4.19*] | [added: ​] | | [Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s [removed: 5.250%] [added: 6.625%] Senior [removed: Secured] Notes due 2026, dated [added: as of] June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages [removed: thereto,] [added: thereto and] U.S. Bank National Association, as trustee [removed: and successor collateral agent] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. [removed: 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex42-thirdsupplemental.htm)] [added: 001-33807).](https://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm)] | | |

| [removed: [4.16*](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm) | | |] [added: 4.4*] | [added: ​] | | [removed: [Third Supplemental Indenture] [added: [Indenture,] relating to [removed: Hughes Satellite Systems Corporation’s 6.625%] [added: the 7 3/4%] Senior Notes due 2026, dated as of June [removed: 12, 2019, by and] [added: 13, 2016,] among [removed: Hughes Satellite Systems] [added: DISH DBS] Corporation, the guarantors [removed: and the supplemental guarantors listed] [added: named] on the signature pages thereto and U.S. Bank National Association, as [removed: trustee] [added: Trustee] (incorporated by reference [removed: to] [added: from] Exhibit [removed: 4.3] [added: 4.1] to [removed: EchoStar Corporation’s Quarterly] [added: the Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2019,] [added: 8-K of DISH Network Corporation] filed [removed: August 8, 2019, Commission File No. 001-33807).](http://www.sec.gov/Archives/edgar/data/1415404/000141540419000033/ex43-thirdsupplemental.htm)] [added: June 13, 2016).](https://www.sec.gov/Archives/edgar/data/1001082/000110465916126862/a16-13226_1ex4d1.htm)] | | |