UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 333-179121

Hughes Satellite Systems Corporation

(Exact name of registrant as specified in its charter)

Colorado

45-0897865

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard, Englewood, Colorado

80112-5308

(Address of principal executive offices)

(Zip Code)

(303) 723-1000

Not Applicable

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)


Colorado		45-0897865
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard, Englewood, Colorado		80112-5308
(Address of principal executive offices)		(Zip Code)

(303) 723-1000		Not Applicable
(Registrant’s telephone number, including area code)		(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ *

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Large accelerated filer ☐ Accelerated filer ☐ Emerging growth company ☐ Non-accelerated filer ☒ Smaller reporting company ☐~~


Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☒	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s voting interests held by non-affiliates on June 30, ~~2023~~2024 was $0.

As of March 29 10, ~~2024~~2025, the registrant’s outstanding common stock consisted of 1,078 shares of common stock, $0.01 par value per share.

The Registrant meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this Annual Report on Form 10-K with the reduced disclosure format.

* The Registrant currently is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is filing this Annual Report on Form 10-K on a voluntary basis. The Registrant 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 as if it were subject to such filing requirements during such period.

DOCUMENTS INCORPORATED BY REFERENCE: None

Table of Contents

HUGHES SATELLITE SYSTEMS CORPORATION

TABLE OF CONTENTS

	Disclosure Regarding Forward Looking Statements	i
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	2
Item 1B.	Unresolved Staff Comments	10
Item 1C.	Cybersecurity	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	[Reserved]	12
Item 7.	Management’s Narrative Analysis of Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	24
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	24
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	*
Item 11.	Executive Compensation	*
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	*
Item 13.	Certain Relationships and Related Transactions, and Director Independence	*
Item 14.	Principal Accounting Fees and Services	25
PART IV
Item 15.	Exhibits, Financial Statement Schedules	26
Item 16.	Form 10K Summary	31
	Signatures	32
	Index to Consolidated Financial Statements	F-1


	Disclosure Regarding Forward Looking Statements	i

PART I

Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	21
Item 1C.	Cybersecurity	21
Item 2.	Properties	22
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	22

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	[Reserved]	23
Item 7.	Management’s Narrative Analysis of Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9A.	Controls and Procedures	34
Item 9B.	Other Information	35
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	35

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	*
Item 11.	Executive Compensation	*
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	*
Item 13.	Certain Relationships and Related Transactions, and Director Independence	*
Item 14.	Principal Accounting Fees and Services	36

PART IV

Item 15.	Exhibits, Financial Statement Schedules	37
Item 16.	Form 10-K Summary	41
	Signatures	42
	Index to Consolidated Financial Statements	F-1

*	This item has been omitted pursuant to the reduced disclosure format as set forth in General Instructions (I)(2) (a) and (c) of Form 10-K.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Unless otherwise required by the context, in this report, the words “HSSC,” the “Company,” “we,” “our” and “us” refer to Hughes Satellite Systems Corporation and its subsidiaries, “EchoStar” refers to EchoStar Corporation, our parent company, “DISH Network” refers to DISH Network Corporation, a wholly owned, indirect subsidiary of EchoStar, and its subsidiaries, and “DISH DBS” refers to DISH DBS Corporation, a wholly owned, indirect subsidiary of DISH Network, and its subsidiaries.

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, in particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date of this Annual Report on Form 10-K and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, those summarized below:

~~•risks~~SUMMARY ~~relating~~OF toRISK ~~the ability of our parent company, EchoStar Corporation (“EchoStar”), to realize the expected benefits of the merger with DISH Network Corporation;~~ FACTORS

~~•risks~~Competition ~~relating~~and toEconomic ~~EchoStar’s substantially increased leverage following completion of the merger with DISH Network Corporation;~~Risks

~~•significant~~● ~~risks~~We ~~related~~face tointense ~~our~~and ~~ability~~increasing tocompetition ~~launch,~~from ~~operate,~~providers ~~and~~of ~~control~~broadband ~~our~~services. ~~satellites,~~Changing ~~operational~~consumer behavior and ~~environmental~~new ~~risks~~technologies ~~related~~in toour industry may reduce our ~~owned~~subscriber activations and ~~leased~~may ~~satellites,~~cause ~~and~~our ~~risks~~subscribers ~~related~~to purchase fewer services from us or to cancel our ~~satellites~~services ~~under~~altogether, ~~construction;~~resulting in less revenue to us.

~~•our~~● ~~ability~~If ~~and~~we ~~the~~are ~~ability~~unable to take advantage of ~~third~~technological ~~parties~~developments ~~with~~on ~~whom~~a wetimely ~~engage~~basis, toor ~~operate~~at ~~our~~all, ~~business~~we asmay experience a ~~result~~decline ofin ~~changes~~demand infor ~~the~~our ~~global~~services ~~business~~or ~~environment,~~face ~~including~~challenges ~~regulatory~~in ~~and~~implementing ~~competitive~~or ~~considerations;~~evolving our business strategy.

~~•our~~● ~~ability~~Our tobusiness ~~implement~~is partially dependent on enterprise revenue and~~/or~~ ~~realize~~any ~~benefits~~decline or reduction of that revenue could negatively impact our ~~investments~~business, ~~and~~financial ~~other~~condition ~~strategic~~and ~~initiatives;~~results of operations.

~~•risks~~Operational ~~related to our foreign operations~~ and ~~other~~Service ~~uncertainties~~Delivery ~~associated with doing business internationally;~~Risks

~~•risks~~● ~~related~~Any todeterioration in our ~~dependency~~operational ~~upon~~performance, ~~third-party~~subscriber ~~providers,~~activations ~~including~~and ~~supply~~churn ~~chain~~rate ~~disruptions~~and subscriber satisfaction could adversely affect our business, financial condition and ~~inflation;~~results of operations.

•● We have limited satellite capacity and any failures or reduced capacity, caused by, among other things, operational and environmental risks, ~~related~~could toadversely ~~cybersecurity~~affect ~~incidents;~~our business, financial condition and results of operations.

~~•risks~~● ~~related~~Our foreign operations and investments expose us to ~~our~~risks ~~human~~and ~~capital~~restrictions ~~resources.~~not present in our domestic operations.

~~Other~~● ~~factors~~Extreme ~~that~~weather ~~could~~may ~~cause~~result ~~or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors”~~ in ~~Part~~risk ~~I, Item 1A in this Annual Report on Form 10-K, those discussed in “Management’s Narrative Analysis~~ of ~~Results~~damage ofto ~~Operations”~~our ~~herein~~infrastructure and ~~those~~therefore ~~discussed~~our inability ~~other~~to ~~documents~~provide weservices, ~~file with the Securities~~ and ~~Exchange~~may ~~Commission~~lead ~~(“SEC”). All cautionary statements made or referred~~ to ~~herein~~changes ~~should~~in befederal, ~~read~~state asand ~~being~~foreign ~~applicable~~government toregulation, all ~~forward-looking~~of ~~statements~~which ~~wherever~~could ~~they~~materially ~~appear. Investors should consider the risks~~ and ~~uncertainties~~adversely ~~described~~affect orour ~~referred~~business, toresults ~~herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as~~ of ~~the~~operations ~~date made,~~ and wefinancial ~~expressly disclaim any obligation to update these forward-looking statements~~condition.

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●

We rely on a single vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

●

We depend on independent third parties to solicit orders for our services that represent a meaningful percentage of our total gross new subscriber activations.

Risks Related to our Human Capital

●

We rely on highly skilled personnel for our business, and any inability to hire and retain key personnel or to hire qualified personnel may negatively affect our business, financial condition and results of operations.

●

Our business growth and customer retention strategies rely in part on the work of technically skilled employees.

Risks Related to our Satellites

●

Our owned and leased satellites in orbit are subject to significant operational and environmental risks that could limit our ability to utilize these satellites.

●

Our satellites under construction are subject to risks related 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.

●

Our use of certain satellites is often dependent on satellite coordination agreements, which may be difficult to obtain.

Risks Related to our Products and Technology

●

Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

●

We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

●

If our products contain defects, we could be subject to significant costs to correct such defects and our product and network service contracts could be delayed or cancelled, which could adversely affect our revenue.

Risks Related to Cybersecurity

●

Our parent, EchoStar, has experienced and we may experience in the future consistent cyber-attacks and attempts to gain unauthorized access to our systems and any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations could disrupt or harm our business.

●

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

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Acquisition and Capital Structure Risks

●

We have substantial debt outstanding and may incur additional debt and covenants in our Indentures could limit our ability to undertake certain types of activities and adversely affect our liquidity.

●

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

●

We will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, to continue investing in our business and to finance acquisitions and other strategic transactions.

●

Our parent, EchoStar is controlled by one principal stockholder who is also our Chairman.

Risks Related to the Regulation of Our Business

●

Our services depend on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be granted

Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K, those discussed in “Management’s Narrative Analysis of Results of Operations” herein and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and we expressly disclaim any obligation to update these forward-looking statements.

iii

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PART I

~~ITEM~~ Item 1. BUSINESS

OVERVIEW

Hughes Satellite Systems Corporation (which, together with its subsidiaries, is referred to as “HSSC,” the “Company,” “we,” “us” and “our”) is a holding company and a subsidiary of EchoStar Corporation (“EchoStar” and “parent”). We were formed as a Colorado corporation in March 2011 to facilitate the acquisition by EchoStar (the “Hughes Acquisition”) of Hughes Communications, Inc. and its subsidiaries and related financing transactions. In connection with our formation, EchoStar contributed the assets and liabilities of its satellite services business to us, including the principal operating subsidiary of its satellite services business, EchoStar Satellite Services L.L.C. ASubstantially ~~substantial~~all ~~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. ~~During 2022, Hamid Akhavan joined the Company as its Chief Executive Officer and President.~~

WeMerger ~~are~~with anDISH industry leader in both networking technologies and services, innovating to deliver the solutions that power a connected future for people, enterprises and things everywhere. We provide broadband services to consumer customers, which include home and small to medium-sized businesses. We also provide satellite and multi-transport technologies and managed network services to telecommunications providers, aeronautical service providers, civilian and defense government entities, and other enterprise customers. Network

~~The~~On December 31, 2023, EchoStar ~~XXIV~~completed ~~satellite~~the ~~began~~acquisition ~~service~~of inDISH ~~December~~Network ~~2023~~pursuant to the Amended and Restated Agreement and Plan of Merger, ~~bringing~~dated ~~additional~~as ~~broadband~~of ~~capacity~~October 2, to2023 ~~North~~(the “Amended Merger Agreement”), by and ~~South~~among ~~America~~EchoStar, EAV Corp., Wea ~~will~~Nevada ~~leverage~~corporation ~~EchoStar~~and ~~XXIV~~its wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to ~~serve~~which EchoStar acquired DISH Network by means of the ~~unserved~~merger of Merger Sub with and ~~underserved~~into ~~consumer~~DISH ~~markets~~Network in(the “Merger”), with DISH Network surviving the ~~Americas~~Merger as ~~well~~EchoStar’s aswholly ~~enterprise~~owned subsidiary. For further information, refer to the Consolidated Financial Statements and ~~government~~notes ~~markets.~~thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and other enterprise customers. We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.SEGMENTS

We manage our business activities on a consolidated basis and operate as a single operating segment: Hughes. Historically, we reported two primary business segments: (1) Hughes; and (2) EchoStar Satellite Services. See Note 13 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding our segment reporting.

Hughes

We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere. We provide broadband services to consumer customers, which include home and small to medium-sized businesses, and satellite multi-transport technologies and managed network services to enterprise customers, telecommunications providers, airlines and government entities, including civilian and defense.

The EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is an integral part of our satellite services business. We have leveraged the EchoStar XXIV to deliver satellite services to unserved and underserved consumer markets in the Americas as well as enterprise, aeronautical and government markets.

We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.

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Business Strategy

Our strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally.

We expect demand for broadband internet access, connectivity, networking and related value-added services will continue to operate across all major end-user markets – consumer, business, enterprise, aeronautical and government. Our strategic objective is to maintain our leadership position and grow our competitive advantage by using our satellite assets, expertise, technologies, capital, investments, global presence, relationships, spectrum assets, and other capabilities for development of leading-edge technologies and services marketed to targeted sectors within these markets globally.

Products and Services

We provide broadband satellite technologies and broadband internet products and services to consumer customers. We provide broadband network technologies, managed services, equipment, hardware, satellite services and communications solutions to government and enterprise customers. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers.

Customers

Our enterprise customers include, but are not limited to, retailers, financial institutions, aircraft connectivity providers, lottery agencies, and companies with multi-branch networks that rely on satellite or terrestrial networks for critical communication across wide geographies, as well as the U.S government. Most of our enterprise customers have long-term contracts with us for the services they purchase. We also design, provide and install gateway and terminal equipment to customers for other satellite systems and provides satellite ground segment systems and terminals for other satellite systems, including, but not limited to, 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 increase demand for our equipment, hardware, technology and services.

Our consumer customers consist of home and small to medium-sized business in the Americas. We provide broadband satellite technologies and broadband internet products and services to these customers.

Competition

Our industry is highly competitive. As a global provider of network technologies, products and services, we compete with a large number of telecommunications and satellite internet service providers.

In our enterprise markets, we compete against multiple categories of providers. In the managed services area, we compete against providers of satellite-based and terrestrial-based networks, including fiber optic, cable, wireless internet service and internet protocol-based virtual private networks (VPN), which vary by region. In the in-flight connectivity market, we compete against direct and indirect providers of in-flight WiFi services, such as ViaSat and SpaceX.

In our consumer broadband satellite technologies and internet services markets, we compete against traditional telecommunications and wireless carriers, other satellite internet providers, as well as fiber optic, cable, and wireless internet service providers. Our primary satellite competitors in the North American consumer market are ViaSat Communications, Inc., which is owned by ViaSat, Inc. (“ViaSat”), and Starlink Services LLC, which is owned by Space Exploration Technologies Corp. (“SpaceX”). Both ViaSat and SpaceX have also entered the South and Central American consumer markets.

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Our principal competitors for the supply of satellite technology platforms are Gilat Satellite Networks Ltd, ViaSat, and ST Engineering iDirect, Inc.

Manufacturing

Certain products are assembled at our facilities, and we outsource a portion of the manufacturing of other products to third parties. We believe that our manufacturing facilities have sufficient capacity to handle current and future demand. We also contract with certain third-party vendors for the development and manufacture of components that are integrated into our products.

NEW BUSINESS OPPORTUNITIES

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 expect demand for broadband internet access, connectivity, networking and related value-added services will continue to grow across all major end-user sectors – consumer, businesses, enterprises and government. 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 Annual Report on Form 10-K are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

On December 31, 2023, EchoStar completed the acquisition of DISH Network Corporation (“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 EchoStar, EAV Corp., a Nevada corporation and its wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which EchoStar 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 EchoStar’s 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 EchoStar 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”), EchoStar 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, EchoStar and DISH Network, on December 31, 2023, EchoStar 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 EchoStar to make appropriate officers available to participate in roadshow presentations and cooperate as reasonably requested in connection with any underwritten offerings. EchoStar 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 EchoStar 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, EchoStar is currently focused on the process of integrating EchoStar’s and DISH Network’s business in a manner that facilitates synergies, cost savings, growth opportunities and achieves other anticipated benefits (the “Integration”). In addition see Note 21. Subsequent Events in the Notes to our Consolidated Financial Statements for further business updates.

BUSINESS SEGMENTS

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”).

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act ~~of 1934,~~ and accordingly file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, our public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

WEBSITE ACCESS

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act also may be accessed free of charge through the website of our parent company, EchoStar, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. The address of that website is https://ir.echostar.com/.

EchoStar has adopted a written code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. This code of ethics is available on EchoStar’s corporate website at https://ir.echostar.com/. In the event that EchoStar makes changes in, or provides waivers of, the provisions of this code of ethics that the SEC requires EchoStar to disclose, it intends to disclose these events on its website.

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~~ITEM~~ Item 1A. RISK FACTORS

The risks and uncertainties described below are not the only ones facing us. If any of the following events occur or evolve in a way different than expected, our business, financial condition, or results of ~~operation~~operations could be materially and adversely affected.

~~RISKS~~Competition ~~RELATED~~and TOEconomic ~~THE~~Risks ~~INTEGRATION~~

~~Although~~We ~~EchoStar~~are ~~expects~~facing ~~that~~increasing ~~the~~competition ~~Merger~~which ~~will~~could ~~result~~impact indemand ~~synergies and other benefits~~for, ~~those synergies~~ and ~~benefits~~result ~~may not be realized~~ in ~~the~~increasing ~~amounts~~pricing ~~anticipated,~~pressures orwith ~~may~~respect ~~not be realized within the anticipated timeframe~~to, orour atproducts ~~all,~~ and ~~risks associated with the foregoing may also result from any extended delay in the Integration of the companies~~services.

~~EchoStar’s~~Our ~~ability~~business tooperates ~~realize~~in ~~the~~an ~~anticipated~~intensely ~~benefits of the Merger will depend~~competitive, toconsumer aand ~~large~~enterprise-driven ~~extent,~~and onrapidly ~~our~~changing ~~ability~~environment ~~to integrate EchoStar’s~~ and ~~DISH~~competes ~~Network’s~~with ~~business~~a ingrowing anumber ~~manner~~of companies that ~~facilitates~~provide ~~growth~~similar ~~opportunities~~products and ~~achieves~~services ~~the~~to ~~anticipated~~consumer ~~benefits~~and enterprise customers. InThere ~~addition,~~can ~~some~~be ofno ~~the~~assurance ~~anticipated~~that ~~synergies~~we ~~are~~will ~~not~~be ~~expected~~able to ~~occur~~effectively ~~for~~compete aagainst ~~significant~~our ~~time~~competitors ~~period~~due ~~following~~to, ~~the~~among ~~completion~~other offactors, ~~the~~their ~~Merger~~significant resources and ~~will~~operating ~~require~~history. ~~substantial~~Material ~~capital~~competitive ~~expenditures~~risks to ~~achieve.~~our ~~There~~business ~~can~~include, bebut noare ~~guarantee~~not welimited ~~will~~to, ~~achieve any of these benefits on~~ the ~~anticipated timeframe or at all.~~following:

~~The~~● ~~combination~~competition ~~of two separate companies is complex, costly and time-consuming and may require significant management attention and resources which may divert attention~~ from ~~our~~new ~~business~~or ~~and~~different ~~operations.~~technology ~~The~~compared ~~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 the 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 the operations of the companies include, among others:offerings;

~~•diversion~~● ofcompetition ~~management~~from ~~and~~existing ~~employee~~or ~~attention~~new tocompetitors ~~Integration~~entering ~~matters~~the same markets we serve;

~~•difficulties~~● ingovernment ~~integrating~~funding ~~operations~~for ~~and~~competing ~~systems,~~products ~~including,~~and ~~but not limited to~~services, ~~communications~~reducing ~~systems,~~demand ~~administrative~~for ~~and~~our ~~information~~products ~~technology infrastructure, financial reporting~~ and ~~internal control systems~~services; and

~~•challenges~~● incompetitive ~~conforming~~pressures ~~standards,~~to ~~controls,~~provide ~~procedures~~enhanced ~~and~~functionality ~~accounting~~for ~~and~~the ~~other~~same ~~policies,~~or ~~business~~lower ~~cultures~~price ~~and~~with ~~compensation~~each ~~structures~~new ~~between~~generation ~~the~~of ~~two companies;~~technology.

~~•difficulties in integrating employees and teams of the respective businesses and attracting and retaining key personnel;~~

~~•challenges~~Economic inweakness ~~retaining~~ and ~~obtaining~~uncertainty ~~customers,~~may ~~suppliers~~adversely ~~and~~affect ~~other~~our ~~commercial~~ability ~~relationships;~~to grow or maintain our business.

~~•difficulties in managing the expanded operations of a larger and more complex company; and~~

~~•potential~~Our ~~unknown~~ability ~~liabilities,~~to ~~adverse~~grow ~~consequences~~or maintain our business may be adversely affected by economic weakness and ~~unforeseen~~uncertainty, ~~increased~~which ~~expenses~~could ~~associated~~result ~~with~~in the ~~Integration.~~following:

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~~Fewer ~~price~~subscriber ofactivations ~~EchoStar’s~~and ~~common~~increased ~~stock~~subscriber ~~may~~churn berate. ~~affected~~We bycould ~~factors~~face ~~different~~fewer ~~from,~~subscriber oractivations inand ~~addition~~increased subscriber churn rate due to, ~~those~~among other things: (i) certain economic factors that ~~historically~~impact ~~affected~~consumers, including, among others, inflation, rising interest rates, a potential downturn in the housing market ~~prices~~in ofthe ~~shares~~United States (including a decline in housing starts) and higher unemployment, which could lead to a lack of ~~DISH~~consumer ~~Network~~confidence ~~Class~~and Alower ~~Common~~discretionary ~~Stock~~spending and ~~EchoStar~~(ii) ~~Class~~increased Aprice ~~Common~~competition ~~Stock~~for our products and services.

~~Upon~~● ~~consummation~~Higher ofsubscriber ~~the~~acquisition ~~Merger, DISH Network Class A Stockholders became holders of EchoStar Class A Common Stock. The businesses of DISH Network~~ and ~~its~~retention ~~subsidiaries are different from those of EchoStar and its subsidiaries~~costs. ~~Accordingly,~~Our ~~after~~profits ~~the~~may ~~consummation~~be ofadversely ~~the Merger, EchoStar’s results of operations are~~ affected by ~~some~~increased ~~factors~~subscriber ~~that~~acquisition ~~are~~and ~~different~~retention ~~from~~costs ~~those~~necessary ~~that~~to ~~historically~~attract ~~affected the results of operations of EchoStar~~ and~~/or~~ ~~DISH~~retain ~~Network.~~high-quality ~~The~~subscribers ~~results~~during ofa ~~operations~~period of ~~each~~economic ~~company may also be affected by factors different from those that currently affect or have historically affected either company~~weakness.

We are also subject to inflationary cost pressures, and if inflation continues or worsens, it could negatively impact us by increasing, among other things, our operating expenses. Inflation may lead to cost increases in multiple areas across our business, for example, rises in the prices of raw materials and manufactured goods, increased energy rates, as well as increased wage pressures and other expenses related to our labor, programming and other costs. While we attempt to increase our revenue to offset increases in costs, there is no assurance that we will be able to do so on an acceptable timeline or at all. Therefore, costs could rise faster than associated revenue, thereby resulting in a negative impact on our operating results, cash flows and liquidity.

If we are unable to take advantage of technological developments on a timely basis, or at all, we may experience a decline in demand for our services or face challenges in implementing or evolving our business strategy.

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~~RISKS~~In ~~RELATED~~order TOto ~~OUR~~grow ~~BUSINESS~~and ~~OPERATIONS~~remain competitive, we will need to adapt to changes in available technology, including, but not limited to, artificial intelligence and machine learning, enhance our existing service offerings and introduce new offerings to meet our current and potential subscribers’ changing service demands.

As a result, adopting new and sophisticated technologies may result in implementation issues, such as scheduling and supplier delays, unexpected or increased costs, technological constraints, regulatory permitting issues, actual or perceived subscriber dissatisfaction and other issues that could cause delays in launching new technological capabilities, which in turn could result in significant costs or reduce the anticipated benefits of the upgrades. If our new services fail to retain or gain acceptance in the marketplace or if costs associated with these services are higher than anticipated, this could have a material adverse effect on our operating results.

Our business is partially dependent on enterprise revenue and any decline or reduction of that revenue could negatively impact our business, financial condition and results of operation.

Our enterprise business represents a significant but partial component of our overall revenue, exposing the company to risks associated with fluctuations in enterprise demand. Any downturn in enterprise spending, driven by, among other things, economic uncertainty, budget constraints or shifts to alternative connectivity solutions, could negatively impact revenue. Additionally, the enterprise market is highly competitive, with customers seeking cost-effective and flexible network solutions. If we are unable to differentiate our offerings or retain key enterprise clients, our business, financial condition and results of operations could be negatively impacted.

Moreover, our partial reliance on enterprise revenue means that broader industry trends, such as increased adoption of fiber, 5G, cloud-based networking or other connectivity solutions, could shift demand away from satellite-based solutions. While the company continues to invest in next-generation satellite and hybrid connectivity technologies, there is no guarantee that these innovations will be accepted by our enterprise clients on an acceptable timeline or at all.

If enterprise revenue continues to make up a greater proportion of our overall revenue, these risks may increase or intensify and may lead to the risks listed above, among others. While we believe we will continue to be competitive in the enterprise business, there can be no assurance that we will ultimately be successful.

Operational and Service Delivery Risks

Any deterioration in our operational performance and subscriber satisfaction could adversely affect our business, financial condition and results of operations.

If our operational performance and subscriber satisfaction were to deteriorate, we may experience a decrease in subscriber activations and an increase in our subscriber churn rate, which could have a material adverse effect on our business, financial condition and results of operations. To improve our operational performance, we continue to make investments in staffing, training, information systems and other initiatives~~, primarily in our call center and in-home service operations, and business operations~~. These investments are intended to, among other things, help combat inefficiencies introduced by the increasing complexity of our business, improve subscriber satisfaction, reduce subscriber churn, increase productivity and allow us to scale better over the long run. We cannot, however, be certain that our spending will ultimately be successful in improving our operational performance, and if unsuccessful, we may have to incur higher costs to improve our operational performance. While we believe that such costs will be outweighed by longer-term benefits, there can be no assurance when or if we will realize these benefits at all.

Before the Merger, DISH Network had significantly greater indebtedness than EchoStar. Following the Merger, EchoStar and its subsidiaries have substantially higher leverage than they had prior to the Merger.

EchoStar and its subsidiaries have consolidated long-term debt and finance lease obligations (including current portion) of approximately $22.8 billion. Therefore, EchoStar and its subsidiaries have substantially higher leverage than prior to the Merger. EchoStar’s debt levels could have significant negative consequences, including, but not limited to:5

~~•making~~Table itof ~~more difficult for us to satisfy our obligations;~~Contents

•a dilutive effect on EchoStar’s outstanding equity capital or future earnings;

•increasing EchoStar’s/our vulnerability to general adverse economic conditions, including, but not limited to, changes in interest rates;

•requiring EchoStar and its subsidiaries to devote a substantial portion of its cash toward making interest and principal payments on its indebtedness, thereby reducing the amount of cash available for other purposes and resulting in limited financial and operating flexibility to changing economic and competitive conditions;

•limiting EchoStar’s and/or our ability to raise additional capital because it may be more difficult for either or both of us to obtain debt financing on attractive terms or at all; and

•placing EchoStar and its subsidiaries at a disadvantage compared to its competitors that are less heavily leveraged.

In addition, EchoStar will incur additional debt in the future. If new debt is added to EchoStar’s current debt levels, the risks we face now could intensify.

Our future success may depend on opportunities to buy or otherwise invest in other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. To pursue this strategy successfully, we must identify attractive acquisition or investment opportunities and successfully complete transactions, some of which may be large and complex. We may not be able to identify or complete attractive acquisition or investment opportunities due to, among other things, the intense competition for these transactions. If we are not able to identify and complete such acquisition or investment opportunities, our future results of operations and financial condition may be adversely affected.

We may be unable to obtain in the anticipated time frame, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions. Furthermore, the conditions imposed for obtaining any necessary approvals could delay the completion of such transactions for a significant period of time or prevent them from occurring at all. We may not be able to complete such transactions, and such transactions, if executed, pose significant risks and could have a negative effect on our operations. Any transactions that we are able to identify and complete may involve a number of risks, including, but not limited to:

•the risks associated with developing and constructing new satellites;

•the diversion of management’s attention from our existing business onto a strategic initiative;

•the possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the Integration process;

•the high degree of risk inherent in these transactions, which could become substantial over time, and higher exposure to significant financial losses if the underlying ventures are not successful on an acceptable timeline or at all;

•the possible inability to achieve the intended objectives of the transaction;

•the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses;

•the disruption of relationships with employees, vendors or customers; and

•the risks associated with foreign and international operations and/or investments or dispositions.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all. We may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to, among other things, operational inefficiencies. In addition, the Integration process may strain our financial and managerial controls and reporting systems and procedures.

New acquisitions, joint ventures and other transactions may require the commitment of significant capital that would otherwise be directed to investments in our existing business. To pursue acquisitions and other strategic transactions, we may need to raise additional capital in the future, which may not be available on favorable terms, or at all.

In addition to committing capital to complete the acquisitions, substantial capital may be required to operate the acquired businesses following their acquisition. These acquisitions may result in significant financial losses if the intended objectives of the transactions are not achieved. Some of the businesses that we have acquired have experienced significant operating and financial challenges in their recent history, which in some cases resulted in these businesses commencing bankruptcy proceedings prior to our acquisition. We may acquire similar businesses in the future.

There is no assurance that we will be able to successfully address the challenges and risks encountered by these businesses following their acquisition. If we are unable to successfully address these challenges and risks, our business, financial condition and/or results of operations may suffer.

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

Our business 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 to their significant resources and operating history. Material competitive risks to our business include, but are not limited to, the following:

•Competition from new or different technology compared to our offerings;

•Competition from existing or new competitors entering the same markets we serve;

•Government funding for competing products and services, reducing demand for our products and services; and

•Competitive pressures to provide enhanced functionality for the same or lower price with each new generation of technology.

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, or may make substantial contractual commitments to acquire 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, insufficient satellite capacity to meet increases in demand or inability to quickly or easily adjust our capacity to such changes in demand 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 deliver the contracted goods or services appropriately.

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. Similarly, if any of our products require materials or components that are subject to “conflict minerals” or other supply chain regulations, these inputs could become scarce, unavailable, or materially more expensive or difficult to acquire, which could limit our ability to build or obtain sufficient volumes of such products to satisfy customer demand or could make it difficult or impossible for us to produce such products at competitive prices.

•● 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.

We have limited satellite capacity and failures or reduced capacity could adversely affect our business, financial condition and results of operations.

Operation of our business requires that we have adequate satellite transmission capacity for the services we offer. While we generally have had in-orbit satellite capacity sufficient provide satellite internet coverage and some backup capacity to recover coverage, our backup capacity is limited.

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Our ability to earn revenue from our business depends on, among other things, the usefulness of our owned and leased satellites, each of which has a limited useful life. A number of factors affect the useful lives of the satellites, including, among other things, the quality of their construction, the durability of their component parts, the ability to continue to maintain proper orbits and control over the satellites’ functions, the efficiency of the launch vehicles used and the remaining on-board fuel following in-orbit insertion. Generally, the minimum design life of each of our owned and leased satellites ranges from 12 to 15 years. We can provide no assurance, however, as to the actual useful lives of any of these satellites. Our operating results could be adversely affected if the useful life of any of our owned or leased satellites was significantly shorter than the minimum design life.

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 2524.20%, 2425.52% and 2224.35% of our revenue for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. We expect our foreign operations to represent a significant ~~and growing~~ portion of our business. Our foreign operations involve varying degrees of risk and uncertainties inherent in doing business abroad. Such risks include:

•● Complications in complying with restrictions on foreign ownership and investment and limitations on repatriation of earnings. We may not be permitted to be the sole owner of our operations in some countries and may have to enter into partnership or joint venture relationships. Many foreign legal regimes and/or our contractual arrangements restrict our repatriation of earnings to the U.S. from our subsidiaries and joint venture entities. Applicable law in such foreign countries may also limit our ability to distribute or access our assets or offer our products and services in certain circumstances. In such event, we will not have unrestricted access to the cash flow and assets of our subsidiaries and joint ventures.

•● Regulatory restrictions. Satellite market access, landing rights and terrestrial wireless rights are dependent on the national regulations established by foreign governments and international non-governmental bodies. Non-compliance with these requirements may result in the loss of the authorizations and licenses to conduct business in these countries, as well as fines, penalties, or other sanctions.

•● Financial and legal constraints and obligations. Operating pursuant to foreign licenses subjects us to certain financial constraints and obligations, including, but not limited to: (a) tax liabilities that may or may not be dependent on revenue; (b) the regulatory requirements associated with maintaining such licenses, which may be subject to interpretation by foreign courts and regulatory bodies; (c) the burden of creating and maintaining additional entities, branches, facilities and/or staffing in foreign jurisdictions; and (d) regulations requiring that we make certain satellite capacity available for “free” or available at reduced rates.

•● Compliance with applicable export control laws and regulations in the U.S. and other countries. We must comply with all applicable export control and trade sanctions laws and regulations of the U.S. and other countries. A violation of any export or trade-related regulations could materially adversely affect our business.

•● Changes in exchange rates between foreign currencies and the U.S. dollar. Fluctuations in currency exchange rates, recessions and currency devaluations have affected, and may in the future affect, revenue, profits and cash earned from our international businesses.

•● Regulations may favor state-owned enterprises or local service providers. Many of the countries in which we conduct business have traditionally had state-owned or state-granted monopolies on telecommunications services that favor an incumbent service provider. We face competition from these favored and entrenched companies in countries that have not liberalized.

~~We may not be able to generate cash to meet our debt service needs or fund our operations.~~ 7

AsTable of December 31, 2023, our total indebtedness was $1.5 billion. Our ability to make payments on or to refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future. If we are unable to generate sufficient cash, we may be forced to take actions such as revising or delaying our strategic plans, reducing or delaying capital expenditures and/or the development, design, acquisition and construction of new satellites, selling assets, and restructuring or refinancing our debt. We may not be able to implement any of these actions on satisfactory terms, or at all. Contents

~~Covenants~~Extreme weather may result in risk of damage to our ~~indentures~~infrastructure ~~restrict~~and therefore our ~~business~~ability to provide services, and may lead to changes in ~~many~~federal, ~~ways~~state and foreign government regulation, all of which could materially and adversely affect our business, results of operations and financial condition.

The indentures governing our 5.250% Senior Secured Notes due August 1, 2026 and 6.625% Senior Unsecured Notes due August 1, 2026 contain various covenants, subject to certain exceptions, that limit our ability and/or certain of our subsidiaries’ ability to, among other things:

•Extreme weather has the potential to directly damage our network facilities and other infrastructure and/or disrupt our ability to build and maintain portions of our network and could potentially disrupt suppliers’ ability to, among other things, provide the products and services we require to support our operations. Any such disruption could, interrupt service for our customers, increase our costs and have a negative effect on our operating results and financial condition. The potential physical effects of extreme weather, such as storms, floods, fires, freezing conditions, sea-level rise and other adverse weather events could negatively affect our operations and infrastructure and, as a result, our financial results. Operational impacts resulting from extreme weather, could result in increased costs and loss of revenue. We could be required to incur ~~additional~~significant ~~debt;~~ costs to improve the resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such weather events. It is impossible to accurately predict the materiality of any potential losses or costs associated with extreme weather.

~~•pay dividends or make distributions on our capital stock or repurchase our capital stock;~~

•allow certain restrictions on such subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets;

•make certain investments;

•create liens or enter into sale and leaseback transactions;

•enter into transactions with affiliates;

•merge or consolidate with another company; and

•transfer and sell assets.

Failure to comply with these and certain other financial covenants, if not cured or waived, may result in an event of default under the indentures, which could have a material adverse effect on our business, financial condition, results of operations or prospects. If certain events of default occur and are continuing under the respective indenture, the trustee under that indenture or the requisite holders of the notes under that indenture may declare all such notes to be immediately due and payable and, in the case of the indenture governing our secured notes, could proceed against the collateral that secures the secured notes. If certain other events of default occur, the indentures will become immediately due and payable. We and certain of our subsidiaries have pledged a significant portion of our assets as collateral to secure the 5.250% Senior Secured Notes due August 1, 2026.

Our failure to effectively invest in, introduce, and implement new competitive products and services could cause our products and services to become obsolete and could negatively impact our business.

Technology in our industry changes rapidly as new technologies are developed, which could cause our products and services to become obsolete. We and our suppliers may not be able to keep pace with technological developments. Our operating results are dependent to a significant extent upon our ability to continue to introduce new products and services, to upgrade existing products and services on a timely basis, and to reduce costs of our existing products and services. We may not be able to successfully identify new product or service opportunities or develop and market these opportunities in a timely or cost-effective manner.

The research and development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and investment. The success of new product and service development depends on many factors, including among others, the following:

•● the difficulties and delays in the development, production, timely completion, testing and marketing of products and services;

•● the cost of the products and services;

•● the proper identification of subscriber ~~need~~needs and subscriber acceptance of products and services;

•● the development of, approval of and compliance with industry standards;

•● the amount of resources we must devote to the development of new technologies; and

•● the ability to differentiate our products and services and compete with other companies in the same markets.

If the new technologies on which we focus our research and development investments fail to achieve acceptance in the marketplace, our competitive position could be negatively impacted, causing a reduction in our revenues and earnings. For example, our competitors could use proprietary technologies that are perceived by the market as being superior. In addition, delays in the delivery of components or other unforeseen problems associated with our technology may occur that could materially and adversely affect our ability to generate revenue, offer new products and services and remain competitive. Furthermore, after we have incurred substantial costs, one or more of the products or services under our development, or under development by one or more of our strategic partners, could become obsolete prior to it being widely adopted.

If our products and services are not competitive, or perceived as not competitive our business could suffer and our financial performance could be negatively impacted. Our products and services may also experience quality problems, including, but not limited to, outages and service slowdowns, from time to time. If the quality of our products and services does not meet our subscribers’ expectations, then our business, and ultimately our reputation, could be negatively impacted.

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~~RISKS~~We ~~RELATED~~rely TOon ~~OUR~~a ~~HUMAN~~single ~~CAPITAL~~vendor or a limited number of vendors to provide certain key products or services to us, and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

Historically, we have contracted with and rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology support, billing systems, security access devices and many components that we provide to subscribers in order to deliver services from our business. If these vendors are unable to meet our needs because, among other things, they fail to perform adequately, are no longer in business, are experiencing shortages or supply chain issues or discontinue a certain product or service we need, our business, financial condition and results of operations may be adversely affected.

We have experienced in the past and may continue to experience shortages driven by raw material availability (which may be negatively impacted by, among other things, trade protection policies such as tariffs and/or escalating trade tensions, particularly with countries in Asia), manufacturing capacity, labor shortages, industry allocations, natural disasters, logistical delays and significant changes in the financial or business conditions of its suppliers that negatively impact our operations.

While alternative sources for these products and services exist, we may not be able to develop these alternative sources quickly and cost-effectively, or at all, which could materially impair our ability to timely deliver our products to our subscribers or operate our business. Furthermore, our vendors may request changes in pricing, payment terms or other contractual obligations between the parties, which could require us to make substantial additional investments or find alternative arrangements.

Risks Related to our Human Capital

We believe that our future success depends to a significant extent upon the performance of Mr. Charles W. Ergen, our Chairman, and certain other key executives. 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 ~~business~~businesses could have a material adverse effect on our business, financial condition and results of operations. Although some of our key executives may have agreements relating to their equity compensation that limit their ability to work for or consult with competitors, we generally do not have employment agreements with them.

In addition, the success of the Integration will depend in part on the retention of personnel critical to the business and operations of EchoStar and DISH Network due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense and qualified personnel can be in high demand. Current and prospective employees of EchoStar and DISH Network may experience uncertainty about their future role until strategies regarding these employees are announced or executed, which may impair each company’s ability to attract, retain and motivate key management, technical and other personnel following the Merger. If EchoStar and DISH Network are unable to attract and retain personnel, including key management, who are critical to the successful Integration and future operations of the companies, we could face, among other risks, disruptions in their operations, loss of existing customers, loss of key information, expertise or know- how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

Our business growth and customer retention strategies rely in part on the work of technically skilled employees.

Our response to technological developments depends, to a significant degree, on the work of technically skilled employees. In addition, we have made and will continue to make significant investments in, among other things, research, development, and marketing for new products, services, satellites and related technologies, as well as entry into new business areas. Investments in new technologies, satellites and business areas are inherently dependent on these technically skilled employees as well. Competition for the services of such employees has become more intense as demand for these types of employees grows. We compete with other companies for these employees and although we strive to attract, retain, motivate and manage these employees, we may not succeed in these respects. Additionally, if we were to lose certain key technically skilled employees, the loss of knowledge and intellectual capital might have an adverse impact on our business.

The success of our business is 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 to, among other things, political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals. If immigration laws are changed or if new and more restrictive government regulations are enacted or increased, our access to qualified and skilled professionals may be limited.

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~~RISKS~~the ~~RELATED~~political TOand ~~OUR~~economic ~~SATELLITES~~events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our professionals. If immigration laws are changed or if new and more restrictive government regulations are enacted or increased, our access to qualified and skilled professionals may be limited.

Risks Related to our Satellites

Our owned and leased satellites in orbit are subject to significant operational and environmental risks that could limit our ability to utilize these satellites.

Satellites are subject to significant operational risks while in orbit. These risks 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. Any single anomaly could materially and adversely affect our ability to utilize the satellite. Anomalies may also 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. We may not be able to prevent or mitigate the impacts of anomalies in the future.

Meteoroid events, decommissioned satellites, increased solar activity and other adverse events also pose a potential threat to all in-orbit satellites. We may be required to perform maneuvers to avoid collisions and these maneuvers may prove unsuccessful or could reduce the useful life of the satellite through the expenditure of fuel to perform these maneuvers.

Generally, the minimum design life of each of our satellites is 15 years. We can provide no assurance, however, as to the actual operational lives of our satellites, which may be shorter or longer than their design lives. Our ability to earn revenue depends on the continued operation of our satellites, each of which has a limited useful life.

We generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. If one or more of our in-orbit uninsured satellites or payloads fail, we could be required to record significant impairment charges for the satellite or payload.

Our satellites under construction, are subject to risks related 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, 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 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 satellites on an acceptable timeline or at all. Launch anomalies and failures can result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take significant amounts of time, and to obtain other launch opportunities. Such significant delays have and could in the future materially 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. In addition, significant delays in a satellite program could give customers who have purchased or reserved capacity on that satellite a right to terminate their service contracts relating to the satellite. We may not be able to accommodate affected customers on other satellites until a replacement satellite is available. In addition, we generally do not carry in-orbit insurance on our satellites or payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.

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that the cost of insurance is not economical relative to the risk of failures. If we do obtain launch or in-orbit insurance, it may not cover the full cost of constructing and launching or replacing a satellite nor fully cover our losses in the event of a launch failure or significant degradation.

Our use of certain satellites is often dependent on satellite coordination agreements, which may be difficult to obtain.

Satellite operators are required to enter into international spectrum coordination agreements with other affected satellite operators and must be approved by the relevant governments. If a required agreement cannot be ~~concluded~~negotiated, we may have to operate the applicable satellite(s) in a manner that does not cause harmful radio frequency interference with the affected satellite. If we cannot do so, we may have to cease operating such satellite(s) at the affected orbital locations.

We may face interference from other services sharing satellite spectrum.

The ~~Federal Communications Commission (“~~FCC”) and other 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. There can be no assurance that these operations would not interfere with our operations and adversely affect our business. In the event that the FCC and/or another regulator determines that our spectrum interferes with another service, we may be required to, among other things, find or develop a solution. We cannot make any assurance that we will be able to do so on an acceptable timeline or at all, or that such solution will not adversely affect our business.

5Risks Related to our Products and Technology

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RISKS RELATED TO OUR PRODUCTS AND TECHNOLOGY

Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

We rely on our patents, copyrights, trademarks and trade secrets, as well as licenses and other agreements with our vendors and other parties, to use our technologies, conduct our operations and sell our products and services. Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability 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 have an adverse effect on our results of operations.

Even if we believe any such challenges or claims are without merit, they can be time consuming and costly to defend and divert management’s attention and resources away from our business. Moreover, because of the rapid pace of technological change, we rely on technologies developed by or licensed from third parties, and if we are unable to obtain or continue to obtain licenses from these third parties on reasonable terms or at all, our business, financial condition and results of operations could be adversely affected.

In addition, we work with certain third parties such as vendors, contractors and suppliers for the development and manufacture of components that are integrated into our products and services, and our products and services may contain technologies provided to us by these third parties or other third parties. We may have little or no ability to determine in advance whether any such technology infringes the intellectual property rights of others. Our vendors, contractors and suppliers may not be required to indemnify us if a claim of infringement is asserted against us, license the potential infringing technology from other third parties or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages.

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Legal challenges to these intellectual property rights may impair our ability to use the products, services and technologies that we need in order to operate our business and may materially and adversely affect our business, financial condition and results of operations. Furthermore, our digital content offerings depend in part on effective digital rights management technology to control access to digital content. If the digital rights management technology that we use is compromised or otherwise malfunctions, content providers may be unwilling to provide access to their content. Changes in the copyright laws or how such laws may be interpreted could impact our ability to deliver content and provide certain features and functionality, particularly over the Internet.

We are, and may become, party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits regarding intellectual property.

We are, and may become, subject to various legal proceedings and claims which arise in the ordinary course of business, including, among other things, intellectual property disputes. Many entities, including some of our competitors, have or may in the future obtain patents and other intellectual property rights that may cover or affect products or services related to those that we offer. In general, if a court determines that one or more of our products or services infringes on intellectual property held by others, we may be required to cease developing or marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost, or to redesign those products or services in such a way as to avoid infringing the intellectual property. If those intellectual property rights are held by a competitor, we may be unable to obtain the intellectual property at any price, which could adversely affect our competitive position. We may not be aware of all intellectual property rights that our services or the products used in connection with our services may potentially infringe. In addition, patent applications in the United States are confidential until the Patent and Trademark Office either publishes the application or issues a patent (whichever arises first). Therefore, it is difficult to evaluate the extent to which our services or the products used in connection with our services may infringe claims contained in pending patent applications. Furthermore, it is sometimes not possible to determine definitively whether a claim of infringement is valid.

Our products and networks we deploy are highly complex, and some may contain defects when first introduced or when new versions or enhancements are released, despite testing and our quality control procedures. Defects may also occur in components and products that we purchase from third parties. In addition, many of our products and network services are designed to interface with our customers’ existing networks, each of which has different specifications and utilizes multiple protocol standards. Our products and services must interoperate with the other products and services within our customers’ networks, as well as with future products and services that might be added to these networks, to meet our customers’ requirements. There can be no assurance that we will be able to detect and fix all defects in the products and networks we sell, in a timely manner or at all. The occurrence of, and failure to remedy, any defects, errors or failures in our products or network services could materially affect our business.

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~~RISKS~~Risks ~~RELATED~~Related TOto ~~CYBERSECURITY~~Cybersecurity

Any failure or inadequacy of our information technology infrastructure and communications systems or those of third parties that we use in our operations, including, without limitation, those caused by cyber-attacks or other malicious activities, could disrupt or harm our business.

The capacity, reliability and security of our information technology hardware and software infrastructure (including, but not limited to, our billing systems) and communications systems, or those of third parties that we use in our operations, are important to the operation of our business, which has in the past and would in the future suffer in the event of system failures or cyber-attacks. Likewise, our ability to expand and update our information technology infrastructure in response to, among other things, our growth and changing needs is important to the continued implementation of our new service offering initiatives. Our inability to expand or upgrade our technology infrastructure could have adverse consequences, which could include, among other things, the delayed implementation of new service offerings, service or billing interruptions, and the diversion of management and developmental resources.

We rely on certain third parties for developing key components of our information technology and communications systems and ongoing service, all of which affect our ~~businesses~~business. Some of our key systems and operations, including, but not limited to, those supplied by certain third-party providers, are not fully redundant, and our disaster recovery planning cannot account for all eventualities. Interruption and/or failure of any of these systems could, among other things, disrupt our operations, interrupt our services, result in significant financial expenditures and damage our reputation, thus adversely impacting our ability to provide our services, retain our current subscribers and attract new subscribers.

In addition, although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrant, our information technology hardware and software infrastructure and communications systems, or those of third parties that we use in our operations, may be vulnerable to a variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures, cyber-attacks and other malicious activities such as unauthorized access, physical or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm our business. These protective measures may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error or other irregularities.

For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems. In addition, third-party providers of some of our key systems may also experience interruptions to their information technology hardware and software infrastructure and communications systems that could adversely impact us and over which we may have limited or no control. We may obtain certain confidential, proprietary and personal information about our subscribers, personnel and vendors, and may provide this information to third parties in connection with our business. If one or more of such interruptions or failures occur to us or our third-party providers, it potentially could jeopardize such information and other information processed and stored in, and transmitted through, our or our third-party providers’ information technology hardware and software infrastructure and communications systems, or otherwise cause interruptions or malfunctions in our operations, which could result in, among other things, lawsuits, government claims, investigations or proceedings, significant losses or reputational damage. Due to the fast-moving pace of technology, it may be difficult to detect, contain and remediate every such event on an acceptable timeline or at all.

As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of personal information, the potential liability associated with information-related risks is increasing, particularly for businesses like ours that handle personal subscriber data. The occurrence of any network or information system related events or security breaches could have a material adverse effect on, among other things, our reputation, business, financial condition and results of operations. Significant incidents could result in a disruption of our operations, subscriber dissatisfaction, damage to our reputation or a loss of subscribers and revenues.

~~We have experienced, and may experience in the future, cyber-attacks and other attempts to gain unauthorized access to our systems on a consistent basis.~~ 13

WeTable have experienced and may experience in the future security issues, whether due to, among other things, insider error or malfeasance or system errors or vulnerabilities in our or our third parties’ systems, which could result in, among other things, substantial legal and financial exposure, government inquiries and enforcement actions, litigation, diversion of management time and attention from our existing businesses, and unfavorable media coverage. We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures on an acceptable timeframe or at all. Attacks and security issues could also compromise trade secrets and other sensitive information. We have not incurred significant material expenses resulting from cyber security incidents.Contents

WeOur ~~are~~parent, subject to persistent cyber-security incidents and threats to our networks and systems. Although we take protective measures designed to secure our information technology systems and endeavor to modify such protective measures as circumstances warrantEchoStar, ~~our~~has ~~information~~experienced ~~technology hardware~~ and ~~software infrastructure and communications systems, or those of third parties that~~ we ~~use in our operations,~~ may beexperience ~~vulnerable~~in tothe afuture ~~variety of interruptions, including, without limitation, natural disasters, terrorist attacks, telecommunications failures,~~ cyber-attacks and other ~~malicious~~attempts ~~activities~~to ~~such~~gain as unauthorized access, ~~physical~~to ~~or electronic break-ins, misuse, computer viruses or other malicious code, computer denial of service attacks and other events that could disrupt or harm~~ our ~~business.~~systems ~~The~~on ~~protective~~a ~~measures~~consistent ~~we take may not be sufficient for all eventualities and may themselves be vulnerable to hacking, malfeasance, system error, or other irregularities~~basis. For example, certain parties may attempt to fraudulently induce employees or subscribers into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our information technology systems.

~~The~~Our ~~confidentiality~~parent, ~~integrity~~EchoStar, has experienced and ~~availability~~we ofmay experience in the future security issues, whether due to, among other things, insider error or malfeasance or system errors or vulnerabilities in our ~~services~~or our third parties’ systems, which could result in, among other things, substantial legal and ~~products~~financial ~~depends~~exposure, ongovernment ~~the~~inquiries ~~continuing~~and ~~operation~~enforcement actions, litigation, diversion of management time and attention from our ~~information~~existing ~~technology~~businesses, and unfavorable media coverage to us. We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures on an acceptable timeframe or at all. Attacks and security issues could also compromise trade secrets and other ~~enabling~~sensitive ~~systems~~information.

~~Our~~We are subject to persistent cybersecurity threats to our networks and systems. ~~are~~Although ~~vulnerable~~we take protective measures designed to ~~damage,~~secure ~~intrusion,~~our orinformation ~~disruption~~technology ~~from,~~systems ~~among~~and ~~other~~endeavor ~~things~~to modify such protective measures as circumstances warrant, ~~criminal~~our information technology hardware and~~/or~~ ~~terrorist~~software ~~attacks,~~infrastructure ~~telecommunications~~and ~~failures~~communications systems, ~~computer~~or ~~viruses,~~those ~~ransomware~~of ~~attacks~~third parties that we use in our operations, ~~digital~~may ~~denial~~be vulnerable to a variety of ~~service~~interruptions, including, without limitation, natural disasters, terrorist attacks, ~~phishing~~telecommunications failures, cyber-attacks and~~/or~~ other ~~attempts~~malicious toactivities ~~injure~~such oras ~~maliciously~~unauthorized access, ~~our~~physical ~~systems.~~or ~~Some~~electronic ofbreak-ins, ~~our~~misuse, ~~systems~~computer ~~are~~viruses ~~not~~or ~~fully~~other ~~redundant~~malicious code, computer denial of service attacks and ~~disaster~~other ~~recovery~~events ~~planning~~that ~~cannot~~could ~~account~~disrupt ~~for~~or ~~all~~harm ~~possibilities~~our business. InThe ~~addition,~~protective ~~our~~measures ~~products~~we ~~and~~take ~~services~~may ~~are~~not ~~highly~~be ~~technical~~sufficient ~~and~~for ~~complex~~all eventualities and may ~~contain~~themselves ~~errors~~be orvulnerable ~~vulnerabilities~~to hacking, ~~which~~malfeasance, ~~could~~system ~~result~~error, ~~in interruptions in~~ or ~~failure~~other ofirregularities. ~~our~~For ~~services~~example, orcertain ~~systems.~~parties ~~Failure~~may attempt to ~~respond,~~fraudulently ~~mitigate~~induce ~~and/~~employees or ~~remedy~~subscribers ~~any~~into ~~cyber-attack~~disclosing usernames, passwords or other sensitive information, ~~technology~~which ~~failure~~may onin aturn ~~timely~~be ~~basis~~used orto ataccess ~~all,~~our ~~could~~information ~~materially~~technology ~~affect our business~~systems.

~~Our~~In ~~international~~addition, ~~businesses~~cybersecurity ~~expose~~threat usactors toare ~~additional~~increasingly ~~risks~~sophisticated through various techniques that ~~could~~involve ~~harm~~social engineering and/or misrepresentation. Techniques used in cyberattacks to obtain unauthorized access to, disable or sabotage information technology systems are increasingly diverse and sophisticated, including as a result of emerging technologies, such as artificial intelligence and machine learning. Data breaches and other cybersecurity events have become increasingly commonplace, including as a result of the intensification of state-sponsored cyberattacks during periods of geopolitical conflict. Various events described above have occurred in the past to our ~~business~~parent and may occur in the future. Although impacts of past events have been immaterial, the impacts of such events in the future may be material to our parent or us.

~~Our~~The ~~international operations continue to grow. In addition to risks described herein~~confidentiality, ~~the~~integrity ~~different regions~~ and ~~countries~~availability inof ~~which we operate~~ our ~~businesses~~services ~~outside of the U.S. expose us to increased risks due to different privacy~~ and ~~cyber-related~~products ~~laws~~depends ~~in each of these locations. The same cyber-related issue could have different consequences depending~~ on, ~~among other factors,~~ the ~~region~~continuing oroperation ~~country~~ of ~~occurrence,~~our ~~the~~information ~~laws~~technology ~~applicable in each case~~ and ~~the~~other ~~different~~enabling ~~levels of enforcement by regulatory and governmental authorities in each jurisdiction~~systems. ~~These risks include, but are not limited to, the following:~~

~~•Data~~Our ~~privacy~~systems ~~and~~are ~~security~~vulnerable ~~concerns relating~~ to ~~our~~damage, ~~technology~~intrusion ~~and~~or ~~practices~~disruption ~~could~~from, among other things, ~~damage~~criminal ~~our~~and/or ~~reputation~~terrorist attacks, ~~cause~~telecommunications usfailures, tocomputer ~~incur~~viruses, ~~significant~~ransomware ~~liability~~attacks, ~~and~~digital ~~deter~~denial ~~current~~of service attacks, phishing and/or ~~potential~~other ~~users~~attempts to injure or ~~customers~~maliciously ~~from~~access ~~using~~our systems. Some of our systems are not fully redundant and disaster recovery planning cannot account for all possibilities. In addition, our products and services; are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in or failure of our services or systems. Failure to respond, mitigate and/or remedy any cyber-attack or other information technology failure on a timely basis or at all, could materially affect our business.

•Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure of our user data which could harm, among other things, our business reputation and result in legal and/or government action; 14

~~•Concerns~~Table ~~about our practices about the collection, use, disclosure, or security~~ of personal information or other data-privacy-related matters, even if unsubstantiated, could harm our reputation and financial condition. Our policies and practices may change over time as expectations regarding privacy and data change.Contents

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

In addition to risks described elsewhere herein, the different regions and countries in which we operate our businesses outside of the U.S. expose us to increased risks due to different privacy and cyber-related laws in each of these locations. The same cyber-related issue could have different consequences depending on, among other factors, the region or country of occurrence, the laws applicable in each case and the different levels of enforcement by regulatory and governmental authorities in each jurisdiction. These risks include, but are not limited to, the following:

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data privacy and security concerns relating to our technology and practices could, among other things, damage our reputation, cause us to incur significant liability, and deter current and potential users or customers from using our products and services;

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software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure of our user data which could harm, among other things, our business reputation and result in legal and/or government action;

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

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

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

In addition to our efforts to, among other things, mitigate the risk of cyber-attacks and improve our products and services, we are making significant investments to assure that our products are resistant to compromise. As a result of these efforts, we could discover new vulnerabilities within our products and systems that would be undesirable for our users and customers. We have discovered and remediated, and may discover new vulnerabilities due to the scale of activities on our platforms, and may not be able to mitigate or fix such vulnerabilities on acceptable timeframes or at all, due to other factors, including, but not limited to, issues outside of our control such as natural disasters/climate change such as sea level rise, drought, flooding, wildfires, increased storm severity, ~~pandemics like COVID-19 and~~ power loss, and we may be notified of such vulnerabilities via third parties. Any of the foregoing developments may, among other things, negatively affect user and customer trust, harm our reputation and brands, and adversely affect our business and financial results.

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

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~~RISKS~~Acquisition ~~RELATED~~and TOCapital ~~THE~~Structure ~~REGULATION OF OUR BUSINESS~~ Risks

~~The~~We ~~risk~~have ofsubstantial ~~non-compliance~~debt ~~with~~outstanding ~~laws~~ and ~~regulations,~~may ~~including,~~incur ~~but~~additional ~~not limited to, the risk of changes to laws and regulations, could adversely affect our business~~debt.

Our business is regulated by numerous governmental agencies and other regulatory bodies, both domestically and internationally. Also, our international operations are subject to the laws and regulations of many different jurisdictions that may differ significantly from U.S. laws and regulations. Violations of these laws and regulations could result in fines or penalties or other sanctions which could have a material adverse impact on our business. Additionally, our ability to operate and grow our business depends on laws and regulations that govern the frequency bands and/or orbital locations we operate in or may operate in in the future.

~~These~~As ~~laws~~of ~~and~~December ~~regulations~~31, ~~are~~2024, ~~subject~~our tototal ~~the~~debt, ~~administrative~~finance lease and ~~political~~other ~~process~~obligations ~~and~~(including docurrent ~~change~~portion) ~~from~~outstanding, ~~time~~was to$1.543 ~~time~~billion. Our ~~business~~debt levels could ~~suffer~~have asignificant ~~material~~consequences, ~~adverse~~including, ~~impact~~but ~~if laws and regulations change and we are~~ not ~~able~~limited to ~~adapt to these changes efficiently.~~;

Our business depends on regulatory authorizations issued by the FCC and state and foreign regulators that can expire, be revoked or modified, and applications for licenses and other authorizations that may not be granted.

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making it more difficult to satisfy our obligations;

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a dilutive effect on our future earnings;

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increasing our vulnerability to general adverse economic conditions, including, but not limited to, changes in interest rates;

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requiring us to devote a substantial portion of our cash to make interest and principal payments on our debt, thereby reducing the amount of cash available for other purposes. As a result, we would have limited financial and operating flexibility to changing economic and competitive conditions;

●

limiting our ability to raise additional debt because it may be more difficult for us to obtain debt financing on attractive terms or at all; and

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placing us at a disadvantage compared to our competitors that are less leveraged or can borrow funds at a lower interest rate.

In addition, we may incur additional debt in the future. The terms of the indentures relating to our senior notes, senior secured notes and our convertible notes permit us to incur additional debt. If new debt is added to our current debt levels, the risks we now face could intensify.

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the risks associated with developing and constructing new satellites;

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the diversion of management’s attention from our existing business onto a strategic initiative;

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the possible adverse effects on our and our targets’ and partners’ business, financial condition or operating results during the integration process;

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the high degree of risk inherent in these transactions, which could become substantial over time, and higher exposure to significant financial losses if the underlying ventures are not successful on an acceptable timeline or at all;

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the possible inability to achieve the intended objectives of the transaction;

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the risks associated with complying with contractual provisions and regulations applicable to the acquired business, which may cause us to incur substantial expenses;

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the disruption of relationships with employees, vendors or customers; and

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the risks associated with foreign and international operations and/or investments or dispositions.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees on an acceptable timeline or at all. We may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to, among other things, operational inefficiencies. In addition, the integration process may strain our financial and managerial controls and reporting systems and procedures.

We will need additional capital, which may not be available on favorable terms or at all, to fund current obligations, continue investing in our business and to finance acquisitions and other strategic transactions.

Adverse changes in the credit markets including, but not limited to, rising interest rates and macro-economic conditions, could increase our borrowing costs and/or make it more difficult for us to obtain financing for our operations or for us to refinance existing indebtedness on favorable terms.

Continued or prolonged higher interest rates could increase our cost of capital and require us to devote a higher percentage of our cash flow to interest payments, which could have a material adverse effect on our financial results.

In addition, economic weakness, weak results of operations or other factors may limit our ability to, among other things, generate sufficient internal cash to fund investments, capital expenditures, acquisitions and other strategic transactions, as well as to fund ongoing operations and service our debt. We may be unable to generate cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on our debt and other obligations. If we are unable to service our debt and other obligations from cash flows from operating activities, we may need to refinance or restructure all or a portion of such obligations prior to maturity.

Any refinancing or restructuring could have a material adverse effect on our business, results of operations and/or financial condition. In addition, we cannot guarantee that any refinancing or restructuring would sufficiently meet any debt or other obligations then due. If we do not pay interest or otherwise fulfill our debt obligations when due, our business, cash flows, results of operations and financial condition would be materially adversely impacted.

Furthermore, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on, among other factors, our performance as measured by their credit metrics. A decrease in these ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing.

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A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing. As a result, these conditions could make it difficult for us to accurately forecast and plan future business activities because we may not have access to funding sources necessary for us to pursue organic and strategic business development opportunities.

From time to time a portion of our investment portfolio may be invested in securities that have limited liquidity and may not be immediately accessible to support our financing needs.

From time to time a portion of our investment portfolio may be invested in strategic investments, and as a result, a portion of our portfolio may have restricted liquidity. If the credit ratings of these securities deteriorate or there is a lack of liquidity in the marketplace, we may be required to record impairment charges. Moreover, the uncertainty of domestic and global financial markets can greatly affect the volatility and value of our marketable investment securities. In addition, a portion of our investment portfolio may include strategic and financial investments in debt and equity securities of public companies that are highly speculative and that may experience volatility. Typically, these investments are concentrated in a small number of companies.

The fair value of these investments can be significantly impacted by the risk of adverse changes in securities markets generally, as well as risks related to the performance of the companies whose securities we have invested in, risks associated with specific industries and other factors. These investments are subject to significant fluctuations in fair value due to the volatility of the securities markets and of the underlying businesses. The concentration of these investments as a percentage of our overall investment portfolio fluctuates from time to time based on, among other things, the size of our investment portfolio and our ability to liquidate these investments.

In addition, because our portfolio may be concentrated in a limited number of companies, we may experience a significant loss if any of these companies, among other things, defaults on its obligations, performs poorly, does not generate adequate cash flow to fund its operations, is unable to obtain necessary financing on acceptable terms, or at all, or files for bankruptcy, or if the sectors in which these companies operate experience a market downturn. To the extent we require access to funds, we may need to sell these securities under unfavorable market conditions, record impairment charges and fall short of our financing needs.

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

As of December 31, 2024, our total indebtedness was $1.5 billion. Our ability to make payments on or to refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future. If we are unable to generate sufficient cash, we may be forced to take actions such as revising or delaying our strategic plans, reducing or delaying capital expenditures and/or the development, design, acquisition and construction of new satellites, selling assets, and restructuring or refinancing our debt. We may not be able to implement any of these actions on satisfactory terms, or at all.

Covenants in our indentures restrict our business in many ways.

●

incur additional debt;

●

pay dividends or make distributions on our capital stock or repurchase our capital stock;

●

make certain investments;

●

create liens or enter into sale and leaseback transactions;

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●

enter into transactions with affiliates;

●

merge or consolidate with another company;

●

transfer and sell assets; and

●

restrict our subsidiaries’ ability to pay dividends, make distributions, make other payments, or transfer assets.

Risks Related to the Regulation of Our Business

Our services depend on regulatory authorizations issued by the FCC and state and foreign regulators that can expire or be revoked or modified, and applications for licenses and other authorizations that may not be granted.

If the FCC were to cancel, revoke, suspend, restrict, significantly condition, or fail to renew any of our licenses or authorizations, or fail to grant our applications for FCC licenses that we may file from time to time, it could have a material adverse effect on our business, financial condition and results of operations. As an example, a loss of a frequency authorization would reduce the amount of spectrum available to us, potentially reducing the amount of offerings available to our subscribers. The materiality of such a loss of authorizations would vary based upon, among other things, the location of the frequency used, or the availability of replacement spectrum. In addition, Congress and other Administrative and Regulatory agencies often consider and enact legislation that affects us and FCC proceedings to implement the Communications Act and enforce its regulations are ongoing. We cannot predict the outcomes of these legislative or regulatory proceedings or their effect on our business.

Generally, all licenses granted by the FCC and most other countries are subject to expiration unless renewed by the regulatory agency. Our satellite licenses are currently set to expire at various times. In addition, we occasionally receive special temporary authorizations that are granted for limited periods of time (e.g., 180 days or less) and subject to possible renewal. Generally, our licenses and special temporary authorizations have been renewed on a routine basis, but there can be no assurance that this will continue.

~~Changes~~The inrisk ~~levels~~ of ~~U.S.~~non-compliance ~~government~~with ~~spending~~laws orand ~~overall~~regulations, ~~spending~~including, ~~priorities~~but ~~could~~not ~~impact~~limited to, ~~among~~the ~~other~~risk ~~things,~~of ~~our~~changes ~~business,~~to ~~financial~~laws ~~condition~~ and ~~results~~regulations, ofcould ~~operations~~adversely affect our business.

WeOur ~~derive~~business ais ~~portion~~regulated ofby ~~our~~numerous ~~revenue~~governmental ~~from~~agencies ~~subscribers~~and ~~who~~other ~~receive~~regulatory ~~benefits~~bodies, ~~under~~both ~~the~~domestically ~~Affordable~~and ~~Connectivity~~internationally. ~~Program (“ACP”)~~Also, anour ~~FCC~~international ~~benefit~~operations ~~program~~are ~~that~~subject ~~helps~~to ~~ensure~~the ~~that~~laws ~~households~~and ~~can~~regulations ~~afford~~of ~~access~~many todifferent ~~broadband.~~jurisdictions ~~Levels~~that ofmay differ significantly from U.S. ~~government~~laws ~~spending~~and ~~are~~regulations. ~~very~~Violations ~~difficult~~of tothese ~~predict~~laws and ~~may~~regulations becould ~~impacted~~result byin ~~numerous~~fines ~~factors~~or ~~such~~penalties ~~as,~~or ~~among~~other ~~others,~~sanctions ~~the~~which ~~political~~could ~~environment~~have a material adverse impact on our business. Additionally, ~~macroeconomic~~our ~~conditions~~ability to operate and ~~the~~grow ~~ability~~our ofbusiness ~~the~~depends ~~U.S.~~on ~~government~~laws toand ~~enact~~regulations ~~relevant~~that ~~legislation~~govern ~~such~~the asfrequency ~~authorization~~bands and/or ~~appropriations~~orbital ~~bills~~locations we operate in or may operate in in the future.

~~Discontinuation,~~These ~~amendment~~laws orand ~~repeal~~regulations ofare ~~ACP,~~subject orto ~~replacement~~the ofadministrative ~~ACP~~and ~~with~~political ~~one~~process ~~having different eligibility requirements~~ and~~/or~~ ~~funding~~do ~~levels~~change ~~could~~from ~~negatively~~time ~~impact, among other things, our net subscriber activations, which may impact our decision~~ to ~~continue to participate in the program~~time. We ~~cannot~~may ~~predict~~be ~~whether~~affected orby ~~when any future~~ changes to ~~the~~government ~~ACP~~leadership ~~may~~and ~~occur,~~policy ~~or whether or to what extent those~~ changes ~~may~~resulting ~~affect~~from ~~our~~new ~~operations~~leaders. orWe ~~impose~~have ~~additional~~been ~~costs~~subject onto ~~our~~such ~~business.~~changes Inin ~~addition,~~ the ~~timing~~past ofand ~~any~~may ~~changes~~be orsubject ~~modifications~~ to ~~ACP~~such ~~could~~changes ~~affect~~in ~~our~~the ~~operations~~future and ~~results~~those ofchanges ~~operations.~~may ~~For~~negatively ~~example~~impact us, aincluding ~~temporary~~but ~~lapse~~not inlimited ~~funding for ACP~~to, asthe aaddition ~~result~~ of, ~~among~~new ~~other things~~regulations, ~~temporary~~the ~~government~~modification ~~shutdown,~~or ~~could,~~rescission ~~among~~of ~~other~~past ~~things,~~regulations ~~result~~which inmay ~~lower~~be ~~net~~favorable ~~subscriber~~and ~~activations,~~the ~~even~~increase ifor ~~ACP~~decrease isof ~~ultimately~~government ~~fully~~programs ~~funded and approved.~~

In particular, reduced government funding for benefits programs such as ACP would result in a reduction in reimbursements to us. Amendments to or repeal of ACP in whole or in part and/or decisions by the FCC could affect us and the manner in which we are reimbursed by such programs, all of which could materially and adversely affect our business, results of operations and financial condition. Following the FCC’s announcement, ACP stopped accepting new applications and enrollments on February 7, 2024. Barring congressional action to fund ACP, funding may run out as soon as April 2024.19

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~~RISKS~~which ~~RELATED~~us TOor ~~OUR~~our ~~OWNERSHIP~~subscribers may be recipients. Our business could suffer a material adverse impact if laws and regulations change and we are not able to adapt to these changes efficiently.

~~Our~~Additionally, ~~parent~~we are subject to emerging and evolving regulatory requirements and frameworks regarding environmental, ~~EchoStar~~social and governance matters, isincluding, ~~controlled~~but not limited to, potential new or revised disclosure rules proposed by ~~one~~the ~~principal~~SEC ~~stockholder~~and ~~who~~recently isenacted ~~our~~or ~~Chairman~~proposed legislation in jurisdictions such as California. The ultimate scope of these regulations may change as they are finalized, and they may not be uniform across jurisdictions. Meeting these obligations may require significant investments of time, capital and personnel.

~~Charles~~Risks W.Related Ergen, our Chairman, beneficially owns approximately 54.0% of EchoStar’s total equity securities (assuming conversion of only the EchoStar Class B common stock beneficially owned by Mr. Ergen into EchoStar Class A common stock and giving effect to ~~the~~Ownership ~~exercise~~ of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, March 29, 2024) and beneficially owns approximately 91.4% of the total voting power of all classes of shares of EchoStar (assuming no conversion of any EchoStar Class B common stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, March 29, 2024). Through his beneficial ownership of EchoStar’s equity securities, Mr. Ergen has the ability to elect a majority of EchoStar’s directors and to control all other matters requiring the approval of EchoStar’s stockholders. As a result of Mr. Ergen’s voting power, EchoStar is a “controlled company” as defined in the NASDAQ listing rules and, therefore, are not subject to NASDAQ requirements that would otherwise require us to have (i) a majority of independent directors; (ii) a nominating committee composed solely of independent directors; (iii) compensation of our orCommon EchoStar’s executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for the EchoStar board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. Stock

~~Pursuant~~Our ~~to the Amended Support Agreement (which was signed as part of the Merger)~~parent, ~~Mr. Ergen and the other Ergen Stockholders have agreed not to vote~~EchoStar, oris ~~cause~~controlled ~~or direct to be voted, the shares of EchoStar Class A Common Stock owned~~ by ~~them,~~one ~~other~~principal ~~than~~stockholder ~~with~~who ~~respect~~is toalso ~~any~~our matter presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger, such that the Ergen Stockholders’ voting power of EchoStar will be approximately 90Chairman.~~4% for such three-year period.~~

InCharles ~~addition~~W. Ergen, ~~pursuant~~our toChairman, beneficially owns approximately 51.7% of EchoStar’s total equity securities (assuming conversion of the ~~Amended~~EchoStar ~~Support~~Class B ~~Agreement,~~common stock beneficially owned by Mr. Ergen into EchoStar Class A common stock and giving effect to the exercise of options held by Mr. Ergen ~~Stockholders~~that ~~entered~~are ~~into~~either ~~the~~currently ~~Registration~~exercisable ~~Rights~~as ~~Agreement~~of, ~~reasonably~~or ~~providing~~may ~~for~~become ~~the~~exercisable ~~registration~~within 60 days) and beneficially owns approximately 90.6% of the ~~Ergen~~total ~~Stockholders’~~voting power of all classes of shares of EchoStar ~~Class~~(assuming Ano ~~Common~~conversion ~~Stock~~of orany EchoStar Class B ~~Common~~common ~~Stock~~stock ~~received~~and asgiving ~~part~~effect ofto the ~~merger~~exercise ~~consideration~~of ~~and/~~options held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days). Through his beneficial ownership of EchoStar’s ~~Class~~equity Bsecurities, ~~Common~~Mr. Ergen ~~Stock~~has ~~held~~the byability ~~such~~to ~~stockholders~~elect ~~immediately~~a ~~prior~~majority of EchoStar’s directors and to control all other matters requiring the ~~closing~~approval of EchoStar’s stockholders. As a result of Mr. Ergen’s voting power, EchoStar is a “controlled company” as defined in the ~~Merger~~NASDAQ listing rules and, attherefore, are not subject to NASDAQ requirements that would otherwise require us to have (i) a majority of independent directors; (ii) a nominating committee composed solely of independent directors; (iii) compensation of our or EchoStar’s ~~sole~~executive ~~cost~~officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iv) a compensation committee charter which provides the compensation committee with the authority and ~~expense~~funding to retain compensation consultants and other advisors; and/or (v) director nominees selected, or recommended for the EchoStar Board of Directors selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.

ItGeneral ~~may be difficult for a third party to acquire us, even if doing so may be beneficial to EchoStar’s shareholders, because of our and EchoStar’s capital structure.~~Risks

Certain provisions of EchoStar and our respective articles of incorporation and bylaws, such as a provision that authorizes the issuance of “blank check” preferred stock, which could be issued by our or EchoStar’s board of directors to increase the number of outstanding shares and thwart a takeover attempt and EchoStar’s capital structure with multiple classes of common stock some of which entitle the holders to multiple votes per share, may discourage delay or prevent a change in control of our company that may be considered favorable. Both we and EchoStar also have a significant amount of authorized and unissued stock under our respective articles of incorporation that would allow our respective boards of directors to issue shares to persons friendly to current management, thereby protecting the continuity of management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us. In addition, Charles W. Ergen, our Chairman, has the power to elect all of EchoStar’s directors and control shareholder decisions of EchoStar on matters on which all classes of EchoStar’s common stock vote together, and as our parent, EchoStar in turn holds all of our issued and outstanding equity and has the power to elect all of our directors and control shareholder decision on all matters, all of which may make it impractical for any third party to obtain control of us.

Sociopolitical volatility and polarization may adversely affect our business operations and reputation.

The current sociopolitical environment is characterized by deep complexity, volatility and polarization on various social and political issues. The increasing intersection of technology and politics has led to rapid and unpredictable shifts in public sentiment. Social media and digital platforms have amplified the voices of various stakeholders, creating the potential for swift change in public opinion and stronger reactions to corporate actions. As a company that sells products and services across the nation to millions of customers, these dynamics increase the risk of negative government and customer reactions, including, but not limited to, potential reputational damage, boycotts and shifts in consumer behavior that could adversely affect our brand, sales and profitability. Our ability to respond effectively, sensitively and authentically to the expectations and concerns of our customers, employees and other stakeholders is key to mitigating these risks. If we are unable to manage these challenges effectively, there may be adverse impacts to our business, reputation, financial condition and operating results.

We may face other risks described from time to time in periodic and current reports we file with the SEC.

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~~ITEM~~ Item 1B. UNRESOLVED STAFF COMMENTS

None.

~~ITEM~~ Item 1C. CYBERSECURITY

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 ~~(CSF)~~, although this does not imply that we meet all technical standards, specifications or requirements under NIST ~~CSF~~.

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~~have ~~assess~~an ~~risks~~enterprise-wide ~~from~~information ~~cybersecurity~~security ~~and~~program ~~technology~~designed ~~threats~~to ~~and~~identify, ~~monitor~~protect ~~our~~against, ~~information~~detect, ~~systems~~respond ~~for~~to ~~potential~~and ~~vulnerabilities.~~recover Wefrom ~~and~~cybersecurity ~~certain~~risks, ~~third~~threats ~~parties~~and ~~conduct~~events. ~~regular~~Our ~~reviews~~cyber ~~and~~risk ~~tests~~management ofsystem ~~our~~contributes ~~information~~significantly ~~security~~to ~~program~~the overall resilience and ~~also~~integrity ~~leverage~~of our business by, among other things, ~~audits,~~integrating ~~tabletop~~the ~~exercises,~~risk ~~penetration~~identification ~~and~~process ~~vulnerability~~in ~~testing,~~all ~~red~~major ~~team~~company ~~exercises,~~initiatives ~~simulations~~ and ~~other~~deployment ~~exercises~~processes, toimplementing ~~evaluate~~a ~~the~~unified ~~effectiveness~~approach ofto ~~our~~managing ~~information~~both ~~security~~digital ~~program~~ and ~~improve~~traditional ~~our~~business ~~security measures and planning. In addition~~risks, wemaking ~~evaluate~~continuous ~~third-party~~improvements ~~risks~~ and ~~perform~~regularly ~~third-party~~reporting ~~risk~~to management ~~to assess, identify~~ and ~~mitigate~~the ~~risks~~Board ~~from~~of ~~third~~Directors ~~parties such~~ as ~~vendors,~~a ~~suppliers~~whole ~~and~~to ~~other~~ensure ~~business partners~~accountability.

We have not experienced cyber-attacks or other malicious activities that materially disrupted our business. 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. We describe whether and how risks from identified cybersecurity threats, including, but not limited to, as a result of any previous cyber-security 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.

~~Our~~We ~~Senior~~regularly ~~Director~~assess ofrisks ~~Cybersecurity~~from ~~Infrastructure~~cybersecurity and ~~Threat~~technology ~~Hunting,~~threats ~~Corporate~~and ~~Cybersecurity~~monitor ~~leads~~ our information ~~security~~systems ~~organization responsible~~ for ~~overseeing~~potential ~~our information security program~~vulnerabilities. ~~This~~We ~~individual~~and ~~has~~certain ~~over~~third 20parties ~~years~~conduct ofregular ~~experience~~reviews inand ~~various~~tests ~~roles~~of ~~involving~~our information security, ~~including~~program ~~risk management~~ and ~~security~~also ~~leadership.~~leverage, ~~Team~~among ~~members~~other ~~who~~things, ~~support~~audits, ~~our~~tabletop ~~information~~exercises, ~~security~~penetration ~~program~~and ~~have~~vulnerability ~~relevant~~testing, ~~educational~~cybersecurity ~~and~~maturity ~~industry experience~~assessments, ~~including,~~simulations ~~but~~and ~~not~~other ~~limited~~exercises to, ~~holding~~evaluate ~~similar~~the ~~positions~~effectiveness atof ~~large~~our ~~technology~~information ~~companies.~~security ~~The~~program ~~team~~and ~~provides~~improve ~~regular~~our ~~reports~~security tomeasures ~~senior management~~ and ~~other~~planning. ~~relevant~~In ~~teams~~addition, ~~including,~~we ~~but~~evaluate ~~not~~third-party ~~limited~~risks and perform third-party risk management to assess, ~~the~~identify ~~Chief~~and ~~Executive~~mitigate ~~Officer~~risks ~~(“CEO”),~~from ~~Chief~~third ~~Operating~~parties ~~Officer~~such ~~(“COO”)~~as vendors, suppliers and ~~Chief~~other ~~Legal~~business ~~Officer (“CLO”)~~partners.

~~Preparation~~We ~~for~~have ~~and,~~not ~~where~~experienced ~~possible~~cyber-attacks ~~prevention~~or ofother ~~cybersecurity~~malicious ~~incidents~~activities ~~involves regular and structured briefings to key management on risk remediation measures~~ that ~~should~~materially bedisrupted ~~taken~~our tobusiness. ~~decrease,~~Any ~~among~~future ~~other~~failure ~~things,~~or ~~the~~disruption ~~likelihood and severity~~ of ~~incidents~~our ~~and~~information totechnology ~~mitigate~~infrastructure and ~~manage~~communications ~~their~~systems ~~effects.~~or ~~The~~those ~~CEO, COO, CLO and other members~~ of ~~management~~third ~~receive~~parties ~~detailed~~that ~~updates~~we onuse ~~cybersecurity~~in ~~risks~~our onoperations acould ~~regular~~harm ~~basis,~~our nobusiness. ~~less~~We ~~frequently~~describe ~~than~~whether ~~monthly,~~and orhow ~~when significant~~ risks orfrom ~~incidents are~~ identified. ~~These~~cybersecurity ~~briefings enable the management team to~~threats, ~~among other things~~including, ~~stay~~but ~~informed~~not oflimited ~~the latest threats~~to, ~~assess~~as ~~the~~a ~~effectiveness~~result of ~~current~~any ~~security~~previous ~~measures~~cybersecurity ~~and make timely decisions on strategic security initiatives. In addition~~incidents, ~~the~~have ~~Board~~materially ofaffected ~~Directors~~or isare ~~regularly~~reasonably ~~briefed,~~likely noto ~~less~~materially ~~frequently~~affect ~~than quarterly~~us, onincluding ~~cybersecurity~~our ~~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~~strategy, weresults ~~anticipate~~of ~~that~~operations weor ~~will~~financial ~~continue~~condition toincluded ~~evaluate and address~~ as ~~needed~~part of our ~~cyber security~~ risk ~~management,~~factor ~~policies,~~disclosures ~~structure,~~at ~~strategies~~Item 1A ~~and~~of ~~governance~~this toAnnual ~~meet~~Report ~~our~~on ~~needs~~Form 10-K.

10Our Senior Director of Cybersecurity Infrastructure and Threat Hunting, Corporate Cybersecurity leads our information security organization responsible for overseeing our information security program. This individual has over 20 years of experience in various roles involving 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

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~~ITEM~~part 2of its oversight functions and to ensure that cybersecurity practices align with the company’s overall risk management framework and business objectives. ~~PROPERTIES~~

We anticipate that we will continue to evaluate and address as needed our cybersecurity risk management, policies, structure, strategies and governance to meet our needs.

Item 2. PROPERTIES

Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112-5308 and our telephone number is (303) 723-1000. 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)~~ Location Function Owned: Englewood, Colorado ~~ESS/~~Corporate ~~and Other Corporate~~ headquarters ~~and ESS operations~~ Germantown, Maryland Hughes ~~Hughes~~ corporate headquarters, manufacturing, engineering offices, network operations and shared hubs 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 Engineering and administrative offices~~ Germantown, Maryland ~~Hughes~~ Manufacturing and testing facilities, logistics, 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~~equipment ~~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

~~ITEM 3. LEGAL PROCEEDINGS~~

~~See Note 18 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.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

Item 3. LEGAL PROCEEDINGS

See Note 12 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.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

Market Information. As of March 29, 2024, all of our 1,078 issued and outstanding shares of common stock were held by EchoStar. There is currently no established trading market for our common stock. Our Articles of Incorporation authorize the issuance of 1,000,000 shares of preferred stock and as of March 29, 2024, no shares of our preferred stock were issued and outstanding.

~~Dividends. On~~As of March 1710, ~~2022~~2025, ~~our~~all ~~Board~~1,078 issued and outstanding shares of ~~Directors~~our ~~declared~~common ~~and~~stock ~~approved~~were ~~payment~~held ofby aEchoStar. There ~~cash~~is ~~dividend~~currently onno ~~our~~established ~~outstanding~~trading market for our common stock. toOur ~~our~~Articles ~~shareholder~~of ~~and~~Incorporation ~~parent,~~authorize ~~EchoStar,~~the inissuance ~~the~~of ~~amount~~1,000,000 shares of ~~$100.0~~preferred ~~million.~~stock ~~Payment~~and as of ~~this~~March ~~dividend~~10, ~~was~~2025, ~~made~~no inshares ~~the~~of ~~first~~our ~~quarter~~preferred ofstock ~~2022~~were issued and outstanding.

On February 15, 2024, our Board of Directors declared and approved payment of a cash dividend on our outstanding common stock to our shareholder and parent, EchoStar, in the amount of $529.0 million. Payment of the dividend was made in the first quarter of 2024.Dividends

On March 12 17, ~~2024~~2022, our Board of Directors declared and approved payment of a cash dividend on our outstanding common stock to our shareholder and parent, EchoStar, in the amount of $~~500.0~~ 100 million. Payment of ~~the~~this dividend was made in the first quarter of ~~2024~~2022.

~~While~~On weFebruary 15, ~~currently~~2024, ~~do not intend to declare additional dividends on~~ our ~~common~~Board ~~stock,~~of weDirectors ~~may~~declared ~~elect~~and toapproved dopayment ~~so from time to time. Payment~~ of ~~any~~a ~~future~~cash ~~dividends~~dividend ~~will~~on ~~depend upon~~ our ~~earnings,~~outstanding ~~capital~~common ~~requirements,~~stock ~~contractual restrictions and other factors the Board of Directors considers appropriate. We currently intend~~ to ~~retain~~ our ~~earnings,~~shareholder ifand ~~any~~parent, toEchoStar, ~~support~~in ~~operations,~~the ~~future~~amount ~~growth~~of ~~and~~$529 ~~expansion~~million. ~~Our~~Payment ~~ability~~of tothe ~~declare~~dividend ~~dividends~~was ismade ~~affected~~in by the ~~covenants~~first inquarter ~~our~~of ~~indentures~~2024.

~~ITEM~~On 6March 12, 2024, our Board of Directors declared and approved payment of a cash dividend on our outstanding common stock to our shareholder and parent, EchoStar, in the amount of $500 million. ~~RESERVED~~ Payment of the dividend was made in the first quarter of 2024.

While we currently do not intend to declare additional dividends on our common stock, we may elect to do so from time to time. Payment of any future dividends will depend upon our earnings, capital requirements, contractual restrictions and other factors the Board of Directors considers appropriate. We currently intend to retain our earnings, if any, to support operations, debt services, future growth and expansion. Our ability to declare dividends is affected by the covenants in our indentures See Note 9 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

Item 6. RESERVED

Not applicable.

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Item 7. MANAGEMENT’S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

~~The~~You should read the following ~~Management~~management’s ~~Narrative~~narrative ~~Analysis~~analysis of ~~Results~~results of ~~Operations~~operations ~~(“Management’s~~together ~~Narrative~~with ~~Analysis”)~~the ~~should~~audited beconsolidated ~~read~~financial instatements ~~conjunction~~and ~~with~~notes to our ~~Consolidated~~financial ~~Financial~~statements ~~Statements~~included elsewhere in this Annual Report on Form 10-K. This ~~Management~~management’s ~~Narrative~~narrative ~~Analysis~~analysis is intended to help provide an understanding of our financial condition, changes in ~~our~~ financial condition and ~~our~~ results of our operations. ~~Many~~and ofcontains ~~the~~forward-looking statements inthat ~~this~~involve ~~Management’s~~risks ~~Narrative~~and ~~Analysis~~uncertainties. ~~are~~The forward-looking statements ~~that~~are ~~involve~~not ~~assumptions~~historical ~~and~~facts, but rather are ~~subject~~based toon ~~risks~~current ~~and~~expectations, ~~uncertainties~~estimates, ~~that~~assumptions ~~are~~and ~~often~~projections ~~difficult~~about toour ~~predict~~industry, business and ~~beyond~~future ~~our~~financial ~~control~~results. ~~Actual~~ Our actual results could differ materially from ~~those~~the ~~expressed~~results orcontemplated ~~implied~~ by ~~such~~these forward-looking statements~~. See~~ ~~Disclosure~~due ~~Regarding~~to ~~Forward-Looking Statements of this Annual Report on Form 10-K for further discussion. For~~ a ~~discussion~~number of ~~additional risks~~factors, ~~uncertainties~~including ~~and~~those ~~other~~discussed ~~factors~~under ~~that~~the ~~could~~caption ~~impact our results of operations or financial condition, see~~ “Item 1A. Risk Factors” ofand elsewhere in this Annual Report on Form 10-K. Furthermore, such forward- looking statements speak only as of the date of this Annual Report on Form 10-K and we expressly disclaim any obligation to update any forward-looking statements.

EXECUTIVE SUMMARY

Overview

WeOn ~~are~~December 31, an2023, ~~industry~~EchoStar ~~leader~~completed inthe ~~both~~acquisition ~~networking~~of ~~technologies~~DISH Network pursuant to the Amended and ~~services~~Restated Agreement and Plan of Merger, ~~innovating~~dated toas ~~deliver~~of October 2, 2023 (the ~~solutions~~“Amended ~~that~~Merger ~~power~~Agreement”), aby ~~connected~~and ~~future~~among ~~for~~EchoStar, ~~people~~EAV Corp., ~~enterprises~~a Nevada corporation and ~~things~~its ~~everywhere.~~wholly Weowned ~~provide~~subsidiary ~~broadband~~(“Merger ~~services~~Sub”), toand ~~consumer~~DISH ~~customers~~Network, pursuant to which ~~include~~EchoStar ~~home~~acquired ~~and~~DISH ~~small~~Network toby ~~medium-sized~~means ~~businesses.~~of Wethe ~~also~~merger ~~provide~~of ~~satellite~~Merger Sub with and ~~multi-transport~~into ~~technologies~~DISH ~~and~~Network ~~managed~~(the ~~network~~“Merger”), ~~services~~with toDISH ~~telecommunications~~Network ~~providers,~~surviving ~~aeronautical~~the ~~service~~Merger ~~providers,~~as ~~civilian~~EchoStar’s ~~and~~wholly ~~defense~~owned ~~government~~subsidiary. ~~entities~~For further information, refer to the Consolidated Financial Statements and ~~other~~notes ~~enterprise~~thereto ~~customers.~~included in our Annual Report on Form 10-K for the year ended December 31, 2023.

The EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity to North and South America. We will leverage EchoStar XXIV to serve the unserved and underserved consumer markets in the Americas as well as enterprise and government markets.

~~All~~We ~~amounts~~manage ~~presented~~our inbusiness ~~this~~activities ~~Management’s~~on ~~Narrative~~a ~~Analysis~~consolidated ~~are~~basis ~~expressed~~and inoperate ~~thousands~~as ofa Usingle operating segment: Hughes.S. ~~dollars~~Historically, ~~except~~we ~~share~~reported ~~and~~two ~~per~~primary ~~share~~business ~~amounts~~segments: (1) Hughes; and ~~unless~~(2) ~~otherwise~~EchoStar ~~noted~~Satellite Services. See Note 13 in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for information regarding our segment reporting.

With the Merger complete, EchoStar is currently focused on the Integration.

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

Hughes Segment

~~Our~~We ~~Hughes~~are ~~segment is~~ an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere. We provide broadband services to consumer customers, which include home and small to medium-sized businesses., Weand ~~also provide~~ satellite, ~~and~~ multi-transport technologies and managed network services to ~~telecommunications~~enterprise ~~providers~~customers, ~~aeronautical~~telecommunications ~~service~~ providers, ~~civilian~~airlines and ~~defense~~ government entities, ~~and~~including ~~other~~civilian ~~enterprise~~and ~~customers~~defense.

~~Our~~Table ~~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. Prior to the launch of EchoStar XXIV, we were nearing or had reached capacity in most areas of the U.S., which constrained growth within our consumer subscriber base. Growth within our Latin America consumer subscriber base in certain areas had also become capacity constrained. These constraints have been addressed by the EchoStar XXIV satellite. Contents

The EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is ~~expected to be~~ an integral part of our satellite ~~service~~services business. ~~The~~We ~~satellite~~have ~~brings~~leveraged ~~further~~the ~~consumer~~EchoStar ~~broadband~~XXIV ~~capacity~~to ~~across~~deliver ~~North~~satellite ~~and~~services ~~South~~to ~~America~~unserved and ~~generate~~underserved ~~additional~~consumer ~~sales~~markets in ~~other~~the ~~markets,~~Americas ~~including~~as ~~in-flight~~well ~~Wi-Fi,~~as enterprise, ~~networking~~aeronautical and ~~cellular~~government ~~back haul for mobile network operators across the two continents~~markets. WeEffective ~~currently~~December 2023, we lease the capacity of EchoStar XXIV from an affiliate of ours, EchoStar XXIV L.L.C.~~, effective December 2023.~~

~~Our~~We ~~broadband~~also ~~subscribers~~design, ~~include~~provide ~~customers~~and ~~that~~install ~~subscribe~~gateway toand ~~our~~terminal ~~HughesNet~~equipment ~~services~~to incustomers ~~the~~for Uother satellite systems.S. ~~and~~In ~~Latin~~addition, ~~America~~we ~~through~~design, ~~retail~~develop, ~~wholesale~~construct and ~~small/medium~~provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and our enterprise customers. We offer a robust suite of integrated, multi-transport solutions to enable airline and airline service ~~channels.~~providers to deliver reliable in-flight network connectivity serving both commercial and business aviation.

~~The~~Our ~~following~~Hughes ~~table~~segment ~~presents~~continues to focus its efforts on optimizing financial returns on our ~~approximate~~satellite ~~number~~portfolio. ofOur ~~broadband~~consumer revenue business depends on our success in adding new and retaining existing subscribers:, as well as maintaining or growing 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. Prior to the launch of EchoStar XXIV, we were nearing or had reached capacity in most areas of the U.S., which constrained growth within our consumer subscriber base. Growth within our Latin America consumer subscriber base in certain areas had also become capacity constrained. These constraints have been addressed by the EchoStar XXIV satellite.

	As of December 31,
	2023	2022	2021
United States	752,000	931,000	1,090,000
Latin America	252,000	297,000	372,000
Total broadband subscribers	1,004,000	1,228,000	1,462,000

Our business strategy is to maintain and improve our leadership position and competitive advantage through development of leading-edge technologies and services marketed to selected sectors within the consumer, enterprise and government markets globally. We are an industry leader in both networking technologies and services, innovating to deliver the global solutions that power a connected future for people, enterprises and things everywhere.

~~The following table presents the approximate number of net subscriber losses for each quarter in 2023:~~

	For the three months ended
	December 31	September 30	June 30	March 31
United States	(49,000)	(45,000)	(44,000)	(41,000)
Latin America	(10,000)	(14,000)	(11,000)	(10,000)
Total net subscriber losses	(59,000)	(59,000)	(55,000)	(51,000)

Backlog

~~The~~As ~~net~~of ~~subscriber~~December 31, ~~losses~~2024, ~~both~~our inHughes ~~the~~segment ~~United~~had ~~States~~approximately ~~and~~$1.6 ~~Latin~~billion ~~America~~of ~~primarily~~contracted ~~resulted~~revenue ~~from~~backlog. ~~our~~We ~~past~~define ~~capacity~~the ~~limitations,~~Hughes ~~competitive~~segment ~~pressure~~contracted ~~from~~revenue ~~satellite-based~~backlog ~~competitors~~as ~~and~~our ~~other~~expected ~~technologies,~~future ~~and~~revenue ~~our~~under ~~emphasis~~enterprise oncustomer ~~acquiring~~contracts ~~and~~that ~~retaining~~are ~~higher~~non-cancelable, ~~quality~~including ~~subscribers~~lease revenue.

We continued to execute our strategy of maximizing financial returns by utilizing capacity for higher economic value enterprise and government applications. Continued success of this strategy will further reduce the available capacity for consumer subscribers.Competition

AsOur ofindustry ~~December~~is ~~31,~~highly ~~2023 and 2022, our Hughes segment had approximately $1~~competitive.~~970~~ ~~billion~~As ~~and~~a ~~$1.540~~global ~~billion~~provider of ~~contracted~~network ~~revenue backlog~~technologies, ~~respectively,~~products anand ~~increase of approximately 30.0% during that period~~services, ~~primarily due to an increase in contracts from our domestic enterprise customers. Of the total Hughes segment contracted revenue backlog as of December 31, 2023,~~ we ~~expect~~compete towith ~~recognize~~a ~~approximately~~large ~~$541~~number ~~million~~ of ~~revenue~~telecommunications inand ~~2024.~~satellite Weinternet ~~define~~service ~~Hughes segment contracted revenue backlog as our expected future revenue under enterprise customer contracts that are non-cancelable, including lease revenue~~providers.

~~Goodwill Impairment Assessment~~

~~During~~In ~~the~~our ~~fourth~~enterprise ~~quarter in 2023~~markets, we ~~recorded~~compete aagainst ~~noncash~~multiple ~~impairment~~categories ~~charge~~ of ~~$533~~providers. ~~million~~In ~~related~~the tomanaged ~~our~~services ~~goodwill.~~area, ~~See~~we ~~Note~~compete 2.against ~~Summary~~providers of ~~Significant~~satellite-based ~~Accounting~~and ~~Policies~~terrestrial-based innetworks, ~~the~~including ~~Notes~~fiber tooptic, ~~our~~cable, ~~Consolidated~~wireless ~~Financial~~internet ~~Statements~~service inand ~~this~~internet ~~Annual~~protocol-based ~~Report~~virtual onprivate ~~Form~~networks ~~10-K~~(VPN), ~~for~~which ~~further~~vary ~~information~~by region. ~~The~~In ~~impairment~~the ofin-flight ~~goodwill~~connectivity ~~has~~market, nowe ~~effect~~compete onagainst ~~liquidity~~direct orand ~~capital~~indirect ~~resources~~providers of in-flight WiFi services, such as ViaSat and SpaceX.

~~ESS Segment~~

~~Our~~In ~~ESS~~our ~~segment~~consumer ~~provides~~broadband satellite ~~services~~technologies onand ainternet ~~full-time~~services ~~and/or~~markets, ~~occasional-use~~we ~~basis~~compete toagainst ~~U.S.~~traditional ~~government~~telecommunications ~~service~~and ~~providers~~wireless carriers, ~~internet~~other ~~service~~satellite internet providers, ~~broadcast~~as ~~news~~well ~~organizations,~~as ~~content~~fiber ~~providers~~optic, cable and ~~private~~wireless ~~enterprise~~internet ~~customers~~service providers. WeOur ~~operate~~primary ~~our~~satellite ~~ESS~~competitors ~~business~~in ~~using~~the ~~primarily~~North ~~the~~American ~~EchoStar~~consumer IXmarket ~~satellite~~are ~~and~~ViaSat ~~the~~Communications, Inc., ~~EchoStar~~which ~~105/SES-11~~is ~~satellite~~owned by ViaSat, Inc. (“ViaSat”) and ~~related~~Starlink ~~infrastructure.~~Services ~~Revenue~~LLC, inwhich ~~our~~is ~~satellite~~owned ~~services~~by ~~business~~Space ~~depends~~Exploration ~~largely~~Technologies onCorp. ~~our~~(“SpaceX”). ~~ability~~Both toViaSat ~~make~~and ~~continuous~~SpaceX ~~use~~have ofalso ~~our~~entered ~~available~~the ~~satellite~~South ~~capacity~~and onCentral ~~behalf~~American consumer markets. Our principal competitors for the supply of ~~existing~~satellite ~~customers~~technology ~~and~~platforms ~~our~~are ~~ability~~Gilat toSatellite ~~enter~~Networks ~~into~~Ltd, ~~commercial~~ViaSat ~~relationships~~and ~~with~~ST ~~new~~Engineering ~~customers~~iDirect, Inc.

As of December 31, 2023 and 2022, our ESS segment had contracted revenue backlog of approximately $10 million and $22 million, respectively, a decrease of approximately 55% during that period, primarily due to the recognition of revenue of existing contracts. Of the total ESS segment contracted revenue backlog as of December 31, 2023, we expect to recognize $8 million of revenue in 2024. We define contracted revenue backlog for our ESS segment as contracted future satellite lease revenue.

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Satellites

Operation of our Hughes segment requires adequate satellite transmission capacity for the services that we offer. In the event of a failure or loss of any of our owned or leased satellites, we may need to acquire or lease additional satellite capacity or relocate one of our other satellites and use it as a replacement for the failed or lost satellite. Such a failure could result in a prolonged loss of services.

Satellite Insurance

We generally do not carry commercial in-orbit insurance on any of the satellites that we own and therefore, we will bear the risk associated with any uninsured in-orbit satellite failures.

Pursuant to the terms of our joint venture agreement with Al Yah Satellite Communications Company PrJSC (“Yahsat”) in Brazil in 2019, we are required to maintain insurance for the Al Yah 3 Brazilian payload during the commercial in-orbit service of such payload, subject to certain limitations on coverage. The insurance policies were procured by Yahsat, under which we and Yahsat are the beneficiaries of any claims in proportion to their shareholdings. An insurance claim was submitted in the second quarter of 2023 for compensation with respect to the reduction in estimated useful life of the Al Yah 3 satellite. As of December 31, 2024, we have yet to receive any compensation from the insurance claim. We will continue to assess circumstances going forward and make insurance-related decisions on a case-by-case basis.

Satellite Anomalies and Impairments

InOur ~~the~~satellites ~~second~~may ~~quarter~~experience ofanomalies ~~2023,~~from wetime ~~reduced~~to ~~the~~time, ~~estimated~~some ~~useful~~of ~~life~~which ofmay ~~the~~have Ala ~~Yah~~significant 3adverse ~~satellite,~~effect ~~which~~on ~~serves~~their ~~our~~remaining ~~Brazilian~~useful ~~customers~~lives, asthe acommercial ~~result~~operation of ~~certain~~the ~~technical~~satellites, ~~anomalies.~~our Inoperating ~~order~~results toor ~~safeguard~~financial position. Other than the ~~future~~anomalies ~~operability~~related ofto the Al Yah 3 satellite in 2023, ~~the~~we ~~Company~~are ~~has,~~not inaware ~~conjunction~~of any other anomalies with ~~recommendations~~respect ~~from~~to ~~the~~our ~~satellite~~owned ~~manufacturer,~~or ~~implemented~~leased ~~immediate~~satellites ~~and~~as ~~long-term~~of ~~remedial~~December 31, ~~actions~~2024. AThere ~~revised~~can ~~estimate~~be ofno ~~the~~assurance, ~~satellite’s~~however, ~~remaining~~that ~~lifetime~~undetected ~~has~~existing ~~been~~or ~~calculated~~future ~~using~~anomalies ~~operational~~will ~~data~~not ofhave ~~two~~a ~~previous~~significant ~~quarters.~~adverse ~~Although~~effect ~~the~~on ~~anomalies~~our ~~are~~operations ~~expected~~or torevenue ~~shorten~~in the ~~remaining~~future. ~~useful~~In ~~life~~addition, ofthere can be no assurance that we can recover critical transmission capacity in the ~~satellite,~~event ~~they~~one ~~have~~or ~~not~~more ~~affected~~of ~~its~~our ~~current~~satellites ~~operation~~were to fail.

We are not aware of any other anomalies to our owned or leased satellites as of December 31, 2023. There can be no assurance, however, that anomalies will not have a significant adverse effect in the future. In addition, there can be no assurance that we can recover critical transmission capacity in the event one or more of our satellites were to fail.

Cybersecurity

We are not aware of any cyber-incidents with respect to our owned or leased satellites or other networks, equipment or systems that have had a material adverse effect on our business, costs, operations, prospects, results of operation or financial position during the year ended December 31, ~~2023~~2024 and through ~~April 1~~March 12, ~~2024~~2025. There can be no assurance, however, that ~~any~~a ~~such~~cybersecurity incident ~~can~~will be detected or thwarted or will not have ~~such~~ a material adverse effect in the future.

~~Other~~Liquidity ~~Developments~~and Capital Resources

Operational Liquidity

We primarily rely on our existing cash and marketable investment securities balances, as well as cash flow generated through our operations, to fund our business operations. 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. Consumer revenue ~~in our Hughes segment~~ depends on our success in adding new and retaining existing subscribers ~~and driving higher ARPU~~. Revenue in our enterprise and equipment businesses relies heavily on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies. There can be no assurance that we will have positive cash flows from operations. ~~Furthermore,~~If if we experience negative cash flows, our existing cash and marketable investment securities balances may be further reduced. We currently anticipate that our existing cash and marketable investment securities are sufficient to fund the currently anticipated operations of our business through the next twelve months. During the year ended December 31, 2024, we liquidated our marketable investment securities portfolio to make cash distributions to our parent.

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Debt Issuances and Maturity

On July 27, 2016, we issued $750 million aggregate principal amount of 5 1/4% Senior Secured Notes at an issue price of 100.0% due August 1, 2026 (“2026 Senior Secured Notes”). Interest accrues at an annual rate of 5 1/4% and is payable semi-annually in cash, in arrears, on February 1 and August 1 of each year.

On July 27, 2016, we issued $750 million aggregate principal amount of 6 5/8% Senior Unsecured Notes at an issue price of 100.0% due August 1, 2026 (“2026 Senior Unsecured Notes”). Interest accrues at an annual rate of 6 5/8% and is payable semi-annually in cash, in arrears, on February 1 and August 1 of each year.

The 2026 Senior Secured Notes and the 2026 Senior Unsecured Notes are referred to collectively as the “Senior Notes.”

Future Liquidity

We have made cash distributions to partially finance the consolidated operations and debt service payment ~~obligation~~obligations of our parent company, EchoStar, and its subsidiaries. On February 15, 2024, the Company’s Board of Directors declared and approved payment of a cash dividend on the Company’s outstanding stock to our shareholder and parent, EchoStar, in the amount of $529 million. On March 12, 2024, the Company’s Board of Directors declared and approved payment of a cash dividend on the Company’s outstanding common stock to ~~its shareholder and parent,~~ EchoStar, in the amount of $500 million. Payment of both dividends was made in the first quarter of 2024.

We may make additional funds available to EchoStar in the form of prepayments for services rendered or loans to finance, in whole or in part, EchoStar’s future operations and debt service obligations. Any such distributions or advances, as well as other factors including, among others, debt maturities, continuing investment in our business, financing acquisitions and other strategic transactions, ~~may~~will reduce the amount of our cash flows available to fund working capital requirements, capital expenditures, acquisitions, investments, debt obligations and other general corporate requirements, and may require us to refinance our existing debt agreements or raise additional capital in the future, which may not be available on ~~acceptable~~favorable terms, or at all.

We do not currently have cash, marketable investment securities balances and/or projected future cash flows to fully fund our 2026 debt maturities. We will need to refinance or restructure all or a portion of such obligations prior to maturity.

Covenants and Restrictions Related to our Senior Notes

WeThe ~~are subject to the covenants and restrictions set forth in the~~ indentures related to our ~~long-term debt. In particular, the indentures related to our~~ outstanding senior notes ~~and senior secured notes~~ contain restrictive covenants that, among other things, impose limitations on our ability to: (i) incur additional indebtedness; (ii) enter into sale and leaseback transactions; (iii) pay dividends or make distributions on our capital stock or repurchase our capital stock; (iv) restrict our subsidiaries’ ability to pay dividends, make ~~certain~~distributions, ~~investments~~make other payments, or transfer assets; (v) ~~create~~make ~~liens~~certain investments; (vi) create liens; (vii) enter into certain transactions with affiliates; (~~vii~~viii) merge or consolidate with another company; and (~~viii~~ix) transfer or sell assets. Should we fail to comply with these covenants, all or a portion of the debt under the senior notes, senior secured notes and our other long-term debt could become immediately payable. The senior notes and senior secured notes also provide that the debt may be required to be prepaid if certain change-in-control events occur. As of the date of filing of this Annual Report on Form 10-K, we were in compliance with the covenants and restrictions related to our respective long-term debt.

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Guarantor Financial Information

Certain of our wholly-owned subsidiaries (together, the “obligor group”) have fully and unconditionally guaranteed, on a joint and several basis, the obligations of our Notes. See Note 13. Long-term Debt in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information on our Notes.

The following tables include summarized financial information of the obligor group. The summarized financial information of the obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by HSSC is presented in the table below:

(in thousands)	As of December 31, 2023
Total current assets	$	1,954,927
Total non-current assets	2,781,659
Total current liabilities	670,383
Total non-current liabilities	2,725,566
Due from related parties - current	5,038
Due from non-guarantors - current	41,324
Due from related parties - non-current	7,228
Due from non-guarantors - non-current	82,498
Due to related parties - current	336,099
Due to related parties - non-current	755,379
Due to non-guarantors - non-current	44,165

The summarized results of operations information for the consolidated obligor group of debt issued by HSSC is presented in the table below:

(in thousands)	For the year ended December 31, 2023
Total revenue	$	1,464,572
Operating income (loss)	(303,722)
Net income (loss)	(346,262)
Revenue from non-guarantors	25,823
Revenue from related parties	14,881
Interest income - non-guarantors	3,031
Interest income - related parties	344

The indentures governing our Notes contain restrictive covenants that, among other things, impose limitations on our ability and the ability of certain of our subsidiaries to pay dividends or make distributions, incur additional debt, make certain investments, create liens or enter into sale and leaseback transactions, merge or consolidate with another company, transfer and sell assets, enter into transactions with affiliates or allow to exist certain restrictions on the ability to pay dividends, make distributions, make other payments, or transfer assets.

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EXPLANATION OF KEY METRICS AND OTHER ITEMS

~~Services~~Service ~~and other~~ revenue. ~~Services~~“Service ~~and other~~ revenue” ~~primarily~~consists principally includes the sales of consumer and enterprise broadband services, maintenance and other contracted services, revenue associated with satellite and transponder leases and services, satellite uplinking/downlinking, and subscriber wholesale service fees for the HughesNet service,. ~~professional~~Certain ~~services~~of ~~and~~the ~~facilities~~amounts ~~rental~~included in “Service revenue.” are not recurring on a monthly basis.

Equipment sales and other revenue. “Equipment sales and other revenue” ~~primarily~~principally includes broadband equipment and networks sold both to customers in our consumer and enterprise markets.

Cost of ~~sales -~~ services ~~and other~~. “Cost of ~~sales -~~ services” ~~and other~~ primarily includes the cost of broadband services provided to our consumer and enterprise customers, maintenance and other contracted services, and costs associated with satellite and transponder leases and services~~, professional services and facilities rental expenses~~.

Cost of sales - equipment and other. “Cost of sales - equipment ~~consists~~and ~~primarily~~other” principally consists of the cost of broadband equipment and networks provided to customers in our consumer and enterprise markets. It also includes certain other costs associated with the deployment of equipment to our customers.

Selling, general and administrative expenses. “Selling, general and administrative expenses” primarily include selling ~~and marketing~~ costs, and employee-related costs associated with administrative services ~~(e.g.~~such as legal, information systems, ~~human~~accounting ~~resources~~ and ~~other services)~~finance, and including bad debt expense. It also includes research and ~~stock-based~~development ~~compensation~~expenses ~~expense.~~associated Itwith ~~also~~the ~~includes~~design ~~professional~~and ~~fees~~development ~~(e.g.~~of ~~legal,~~products ~~information~~to ~~systems~~support future growth and ~~accounting~~provide ~~services)~~new technology and innovation to our customers, professional fees, and other expenses associated with facilities and administrative services.

~~Research~~Impairment ~~and~~of ~~development~~long-lived ~~expenses. Research~~assets and ~~development~~goodwill. ~~expenses~~“Impairment ~~primarily~~of ~~include~~long-lived ~~costs~~assets ~~associated~~and ~~with~~goodwill” ~~the~~includes ~~design~~our ~~and~~impairment ~~development~~losses ofrelated ~~products~~ to ~~support~~our ~~future~~property ~~growth~~ and ~~provide~~equipment, ~~new~~regulatory ~~technology~~authorizations, goodwill, and ~~innovation~~other tointangible ~~our customers~~assets.

~~Impairment~~Interest ofincome. “Interest ~~long-lived~~income” ~~assets~~primarily ~~and~~includes ~~goodwill.~~interest ~~Impairment~~earned ofon ~~long-lived~~our ~~assets~~cash, ~~and~~cash ~~goodwill~~equivalents ~~includes~~and ~~our~~marketable ~~impairment~~investment ~~losses~~securities, ~~related~~and toother ~~our~~investments ~~property~~including ~~and~~premium ~~equipment~~amortization, ~~regulatory~~discount ~~authorizations,~~accretion ~~goodwill~~on debt securities, and ~~other~~changes ~~intangible~~in ~~assets~~allowance for estimated credit losses on investments.

Interest ~~income~~expense, net of amounts capitalized. “Interest ~~income~~expense, net of amounts capitalized” primarily includes interest ~~earned~~expense onassociated with our ~~cash,~~long-term ~~cash~~debt ~~equivalents~~(net ~~and~~of ~~marketable~~capitalized ~~investment securities~~interest), ~~and~~prepayment ~~other~~premiums, ~~investments~~amortization ~~including~~of ~~premium~~debt ~~amortization~~discounts and ~~discount~~debt ~~accretion~~issuance oncosts ~~debt~~associated ~~securities~~with our long-term debt, and ~~changes~~interest inexpense ~~allowance~~associated ~~for~~with ~~estimated~~our ~~credit~~finance ~~losses~~lease ~~on investments~~obligations.

~~Interest~~Other, ~~expense~~net. “Other, net” primarily includes gains and losses realized on the sale of ~~amounts~~marketable ~~capitalized. Interest~~and ~~expense~~non-marketable investment securities, ~~net~~impairment of ~~amounts~~marketable ~~capitalized~~and ~~primarily~~non-marketable ~~includes~~investment ~~interest~~securities, ~~expense~~impairment ~~associated~~of ~~with~~ our ~~debt~~equity method investments, unrealized gains and ~~finance~~losses ~~lease~~from ~~obligations~~changes ~~(net~~in fair value of ~~capitalized~~certain ~~interest)~~marketable and non-marketable investment securities, ~~amortization~~foreign currency transaction gains and losses, equity in earnings and losses of ~~debt~~our ~~issuance~~affiliates, ~~costs~~dividends received from our marketable investment securities, and ~~interest~~other non-operating income and expense ~~related~~items tothat ~~certain~~are ~~legal~~not ~~proceedings.~~appropriately classified elsewhere in the Consolidated Statements of Operations in our Consolidated Financial Statements.

~~Gains~~Operating ~~(losses)~~income onbefore ~~investments,~~depreciation ~~net. Gains~~and amortization (~~losses~~“OIBDA”). onOIBDA ~~investments,~~is ~~net~~defined ~~primarily~~as ~~includes~~“Operating ~~changes~~income in(loss)” ~~fair~~plus ~~value~~“Depreciation ~~of our marketable equity securities~~ and ~~other investments for which we have elected the fair value option~~amortization.” ItThis ~~may~~“non-GAAP ~~also~~measure” ~~include~~is ~~realized~~reconciled ~~gains~~to ~~and~~“Operating ~~losses~~income on(loss)” ~~the~~in ~~sale or exchange of~~ our ~~available-for-sale~~discussion ~~debt securities, other-than-temporary impairment losses on our available-for-sale securities, realized gains and losses on the sale or exchange~~ of ~~equity~~“Results ~~securities and debt securities without readily determinable fair value and adjustments to the carrying amount~~ of ~~investments~~Operations” ~~in unconsolidated affiliates and marketable equity securities resulting from impairments and observable price changes~~below.

~~Equity~~Broadband insubscribers. ~~earnings~~Broadband ~~(losses)~~subscribers ofinclude ~~unconsolidated~~domestic ~~affiliates,~~and ~~net.~~international ~~Equity~~customers inthat ~~earnings~~subscribe ~~(losses)~~to ofour ~~unconsolidated~~HughesNet ~~affiliates~~service, ~~net~~through ~~includes~~retail, ~~earnings~~wholesale orand ~~losses~~small/medium ~~from~~enterprise ~~our~~service ~~investments accounted for using the equity method~~channels.

Other-than-temporary impairment losses on equity method investments. Other-than-temporary impairment losses on equity method investments primarily includes impairment charges for losses on our equity method investments which were deemed permanent in nature. 28

Foreign currency transaction gains (losses), net. Foreign currency transaction gains (losses), net include gains and losses resulting from the re-measurement of transactions denominated in foreign currencies.

Other, net. Other, net primarily includes dividends received from our marketable investment securities and other non-operating income and expense items that are not appropriately classified elsewhere in the Consolidated Statements of Operations in our Consolidated Financial Statements.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”). EBITDA is defined as Net income (loss) excluding Interest income and expense, net, Income tax benefit (provision), net, Depreciation and amortization, and Net income (loss) attributable to non-controlling interests. EBITDA is not a measure determined in accordance with U.S. generally accepted accounting principles (“GAAP”). This non-GAAP measure is reconciled to Net income (loss) in our discussion of Results of Operations section below. EBITDA should not be considered in isolation or as a substitute for operating income, net income or any other measure determined in accordance with GAAP. EBITDA is used by our management as a measure of operating efficiency and overall financial performance for benchmarking against our peers and competitors. Management believes EBITDA provides meaningful supplemental information regarding the underlying operating performance of our business and is appropriate to enhance an overall understanding of our financial performance. Management also believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to evaluate the performance of companies in our industry.

Subscribers. Subscribers include customers that subscribe to our HughesNet service, through retail, wholesale and small/medium enterprise service channels.

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RESULTS OF OPERATIONS

Year Ended December 31, ~~2023~~2024 Compared to the Year Ended December 31, ~~2022~~ 2023

The following table presents our consolidated results of operations for the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023:

					For the year ended December 31,								Variance

Statements of Operations Data (1)					2023					2022			Amount		%
	For the Years Ended
Revenue:
	December 31,							Variance
Services and other revenue					$	1,448,489				$	1,629,194		$	(180,705)	(11.1)
Statements of Operations Data		2024			2023			Amount	%
Equipment revenue					299,367					374,149			(74,782)		(20.0)
		(In thousands)
Total revenue					1,747,856					2,003,343			(255,487)		(12.8)
Revenue:
Costs and expenses:
Service revenue	$	1,210,840		$	1,448,489		$	(237,649)	(16.4)
Cost of sales - services and other					540,945					562,849			(21,904)		(3.9)
Equipment sales and other revenue		349,533			299,367			50,166	16.8
% of total services and other revenue					37.3		%			34.5		%
Total revenue		1,560,373			1,747,856			(187,483)	(10.7)
Cost of sales - equipment					239,336					292,290			(52,954)		(18.1)

% of total equipment revenue					79.9		%			78.1		%
Costs and expenses:
Selling, general and administrative expenses					411,127					429,877			(18,750)		(4.4)
Cost of services		681,021			540,945			140,076	25.9
% of total revenue					23.5		%			21.5		%
% of Service revenue		56.2	%		37.3	%
Research and development expenses					28,857					32,810			(3,953)		(12.0)
Cost of sales - equipment and other		307,742			239,336			68,406	28.6
% of total revenue					1.7		%			1.6		%
% of Equipment sales and other revenue		88.0	%		79.9	%
Depreciation and amortization					389,632					431,065			(41,433)		(9.6)
Selling, general and administrative expenses		375,538			439,984			(64,446)	(14.6)
Impairment of long-lived assets and goodwill					532,940					—			532,940		*
% of Total revenue		24.1	%		25.2	%
Total costs and expenses					2,142,837					1,748,891			393,946		22.5
Depreciation and amortization		365,902			389,632			(23,730)	(6.1)
Operating income (loss)					(394,981)					254,452			(649,433)		*
Impairment of long-lived assets and goodwill		—			532,940			(532,940)	*
Other income (expense):
Total costs and expenses		1,730,203			2,142,837			(412,634)	(19.3)
Interest income, net					85,036					30,812			54,224		176.0

Interest expense, net of amounts capitalized					(89,569)					(92,386)			2,817		(3.0)
Operating income (loss)		(169,830)			(394,981)			225,151	57.0
Gains (losses) on investments, net					245					245			—		—

Equity in earnings (losses) of unconsolidated affiliates, net					(4,264)					(5,703)			1,439		(25.2)
Other income (expense):
Foreign currency transaction gains (losses), net					5,711					6,016			(305)		(5.1)
Interest income		25,393			85,036			(59,643)	(70.1)
Other-than-temporary impairment losses on equity method investments					(33,400)					—			(33,400)		*
Interest expense, net of amounts capitalized		(98,802)			(89,569)			(9,233)	(10.3)
Other, net		(9,024)			(132,~~090~~798)			23,774	72.5	~~(85)~~			~~(1,005)~~		*
Total other income (expense), net		(82,433)			(37,331)			(45,102)	*	~~(61,101)~~			~~23,770~~		~~(38.9)~~
Income (loss) before income taxes					(432,312)					193,351			(625,663)		*

Income tax benefit (provision), net					(46,126)					(54,441)			8,315		(15.3)
Income (loss) before income taxes		(252,263)			(432,312)			180,049	41.6
Net income (loss)					(478,438)					138,910			(617,348)		*
Income tax benefit (provision), net		34,153			(46,126)			80,279	*
Less: Net loss (income) attributable to non-controlling interests					16,569					10,503			6,066		57.8
Effective tax rate		13.5	%		(10.7)	%
Net income (loss) attributable to HSSC					$	(461,869)				$	149,413		$	(611,282)	*
Net income (loss)		(218,110)			(478,438)			260,328	54.4
Other data:
Less: Net income (loss) attributable to noncontrolling interests		(8,707)			(16,569)			7,862	47.5
EBITDA (2)					$	(21,578)				$	696,493		$	(718,071)	(103.1)
Net income (loss) attributable to HSSC	$	(209,403)		$	(461,869)		$	252,466	54.7
Subscribers, end of period					1,004,000					1,228,000			(224,000)		(18.2)

Other data:
Broadband subscribers, as of period end (in millions)		0.883			1.004			(0.121)	(12.1)
Broadband subscribers additions (losses), net (in millions)		(0.121)			(0.224)			0.103	46.0
Purchases of property and equipment, net of refunds	$	205,330		$	190,129		$	15,201	8.0
OIBDA**	$	196,072		$	(5,349)		$	201,421	*

* Percentage is not meaningful.

** A reconciliation of OIBDA to Operating income (1loss) An, ~~explanation~~the ofmost directly comparable GAAP measure in our ~~key~~Consolidated ~~metrics~~Financial Statements, is included in Results of Operations. For further information on our use of OIBDA, see Explanation of Key Metrics and Other Items.

(2) A reconciliation of EBITDA to Net income (loss), the most directly comparable GAAP measure in our Consolidated Financial Statements, is included in Results of Operations. For further information on our use of EBITDA, see Explanation of Key Metrics and Other Items.

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~~The~~Broadband ~~following~~subscribers. ~~discussion~~We ~~relates~~lost toapproximately ~~our~~121,000 ~~results~~net ofBroadband ~~operations~~subscribers for the year ended December 31, ~~2023~~2024 compared to the ~~year~~loss ~~ended~~of ~~December~~approximately 31224,000 ~~2022:~~net Broadband subscribers during the same period in 2023. The decrease in net Broadband subscriber losses was primarily due to lower subscriber disconnects as a result of the new EchoStar XXIV satellite service launch, which increased capacity and subscriber service satisfaction. We continue to operate in a highly competitive environment, with continued pressure from satellite-based competitors and other technologies.

~~Services~~Service ~~and other~~ revenue. ~~Services~~“Service ~~and other~~ revenue” totaled $1.~~448~~211 billion for the year ended December 31, ~~2023~~2024, a decrease of $~~181~~238 million, or 1116.14%, as compared to ~~2022~~2023. The decrease was primarily attributable to ~~our Hughes segment related to~~ lower sales of broadband services to our North American and international consumer customers and our North American enterprise customers. ofIn ~~$184~~addition, ~~million~~the year ended December 31, ~~partially~~2023 ~~offset~~was positively impacted by arevenue ~~net~~from ~~increase~~Hughes inSystique ~~broadband~~which ~~services~~was ~~sales~~deconsolidated tofrom our ~~international~~Consolidated ~~enterprise~~Financial ~~customers~~Statements as of ~~$11~~December 31, ~~million~~2023.

Equipment sales and other revenue. “Equipment sales and other revenue” totaled $~~299~~350 million for the year ended December 31, ~~2023~~2024, aan ~~decrease~~increase of $7550 million, or 2016.08%, as compared to ~~2022~~2023. The ~~decrease~~increase was primarily attributable to ahigher ~~net~~hardware ~~decrease~~sales ~~of $44 million related~~ to our North American ~~enterprise customers due to lower hardware sales~~ and ~~positive adjustments on certain long-term contracts and a $35 million net decrease in hardware sales to our~~ international enterprise customers,; partially offset by ana ~~increase~~decrease ~~of $7 million~~ in hardware sales to our mobile satellite system customers.

Cost of ~~sales -~~ services ~~and other~~. “Cost of ~~sales -~~ services” ~~and other~~ totaled $~~541~~681 million for the year ended December 31, ~~2023~~2024, aan ~~decrease~~increase of $22 140 million, or 325.9%, as compared to ~~2022~~2023. The ~~decrease~~increase was primarily attributable to an increase in transponder lease costs from the ~~corresponding~~EchoStar ~~decrease~~XXIV inlease, ~~service~~partially offset by lower costs of broadband services to our North American and ~~other~~international consumer customers. Our Cost of services represented 56.2% and 37.3% of Service revenue during the year ended December 31, 2024 and 2023, respectively. This increase primarily resulted from a change in service mix to lower margin services.

Cost of sales – - equipment and other. “Cost of sales – - equipment and other” totaled $~~239~~308 million for the year ended December 31, ~~2023~~2024, aan ~~decrease~~increase of $53 68 million, or 1828.16%, as compared to ~~2022~~2023. The ~~decrease~~increase was primarily attributable to the corresponding ~~decrease~~increase in equipment revenue.

Selling, general and administrative expenses. “Selling, general and administrative expenses” totaled $~~411~~376 million for the year ended December 31, ~~2023~~2024, a decrease of $1964 million, or 414.46%, as compared to ~~2022~~2023. The decrease was primarily attributable to ~~decreases~~lower incosts ~~sales~~to support the Hughes segment and lower marketing ~~expenses~~expenditures, ofpartially ~~$24~~offset ~~million~~by an increase in bad debt expense.

Depreciation and amortization. “Depreciation and amortization” ~~expenses~~expense totaled $~~390~~366 million for the year ended December 31, ~~2023~~2024, a decrease of $4124 million, or 9.6.1%, as compared to ~~2022~~2023. The decrease was primarily attributable to ~~decreases~~a decrease in non-satellite depreciation expense ~~of $48 million, partially offset by an increase in satellite depreciation related to the Al Yah 3 satellite~~.

Impairment of long-lived assets and goodwill. “Impairment of long-lived assets and goodwill” totaled $533 million for the year ended December 31, 2023. ~~The~~This ~~increase~~impairment isrepresents ~~driven by~~ a ~~$533 million~~ noncash impairment charge to goodwill. See Note 2 to the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for further information.

Interest income~~, net~~. “Interest income,” ~~net~~ totaled $8525 million for the year ended December 31, ~~2023~~2024, ana ~~increase~~decrease of $5460 million, or 70.1% as compared to ~~2022,~~2023. ~~primarily~~This ~~attributable~~decrease toprimarily ~~increases~~resulted infrom ~~the~~lower ~~yield~~average oncash ~~our~~and marketable investment securities ~~and~~balances anduring ~~increase~~the inyear ~~our~~ended ~~marketable~~December ~~investment~~31, ~~securities average balance~~2024.

Interest expense, net of amounts capitalized. “Interest expense, net of amounts capitalized,” totaled $9099 million for the year ended December 31, ~~2023~~2024, aan ~~decrease~~increase of $39 million, or 310.03%, as compared to ~~2022~~2023. The ~~decrease~~increase was primarily attributable to ana ~~increase~~decrease in capitalized interest relating to the EchoStar XXIV satellite program which was placed in service in December 2023.

Equity in earnings (losses) of unconsolidated affiliates, net. Equity in earnings (losses) of unconsolidated affiliates, net totaled $4 million in losses for the year ended December 31, 2023, as compared to $6 million in losses for the year ended December 31, 2022, a decrease in losses of $2 million. The decrease was related to net increased earnings from our investments in our equity method investees.

Other-than-temporary impairment losses on equity method investments. Other-than-temporary impairment losses on equity method investments was $33 million for the Year Ended December 31, 2023, related to the impairment of our investment in Broadband Connectivity Solutions (Restricted) Limited (“BCS”) as a result of increased competition and the economic environment for this business.30

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~~Income tax benefit (provision)~~Other, net. ~~Income tax benefit (provision)~~“Other, net” ~~was~~totaled $~~(46)~~9 million for the year ended December 31, ~~2023~~2024, asa ~~compared~~decrease toof $~~(54)~~24 million ~~for the year ended December 31~~, ~~2022.~~or ~~Our effective income tax rate was (10.7)~~73% ~~and~~as ~~28.2%~~compared ~~for~~to ~~the year ended December 31,~~ 2023 ~~and 2022, respectively~~. The ~~variations~~decrease inwas ~~our effective tax rate from the U.S. federal statutory rate for the year ended December 31, 2023 were~~ primarily ~~due~~related to ~~excluded~~the ~~losses for goodwill~~ impairment, ~~excluded~~of our investment ~~impairment~~in ~~losses,~~Broadband ~~and~~Connectivity ~~excluded~~Solutions ~~foreign~~(Restricted) ~~losses~~Limited ~~where~~(BCS) ~~the~~as ~~Company carries~~ a ~~full~~result ~~valuation~~of ~~allowance.~~increased ~~The~~competition ~~variations~~and inthe ~~our~~economic ~~current~~environment ~~year~~of ~~effective~~this ~~tax~~business ~~rate~~during ~~from~~ the ~~U.S. federal statutory rate for the~~ year ended December 31, ~~2022 were primarily due to excluded foreign losses where the Company carries a full valuation allowance, and the impact of state and local taxes~~2023.

~~Net~~Income ~~income~~tax benefit (~~loss~~provision), ~~attributable~~net. “Income tax benefit (provision), net” was $34 million for the year ended December 31, 2024, as compared to ~~HSSC~~$(46) million for the year ended December 31, 2023. Our effective income tax rate was 13.5% and (10.7)% for the year ended December 31, 2024 and 2023, respectively. The ~~following~~variations ~~table~~in ~~reconciles~~our effective tax rate from the ~~change~~U.S. federal statutory rate for the year ended December 31, 2024 were primarily due to excluded foreign losses where the Company carries a full valuation allowance, and the impact of state and local taxes. The variations in ~~Net~~our ~~income~~effective ~~(loss)~~tax ~~attributable~~rate from the U.S. federal statutory rate for the year ended December 31, 2023 were primarily due to ~~HSSC:~~excluded losses for goodwill impairment, excluded investment impairment losses, and excluded foreign losses where the Company carries a full valuation allowance.

	Amounts
Net income (loss) attributable to HSSC for the year ended December 31, 2022	$	149,413
Increase (decrease) in interest income, net	54,224
Decrease (increase) in income tax benefit (provision), net	8,315
Decrease (increase) in net income (loss) attributable to non-controlling interests	6,066
Decrease (increase) in interest expense, net of amounts capitalized	2,817
Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net	1,439
Increase (decrease) in foreign currency transaction gains (losses), net	(305)
Increase (decrease) in other, net	(1,005)
Increase (decrease) in other-than-temporary impairment losses on equity method investments	(33,400)
Increase (decrease) in operating income (loss), including depreciation and amortization (1)	(649,433)
Net income (loss) attributable to HSSC for the year ended December 31, 2023	$	(461,869)

Net income (loss) attributable to HSSC. The changes in “Net income (loss) attributable to HSSC” during the year ended December 31, 2024 compared to the same period in 2023 were primarily a result of the factors described in connection with operating revenues and operating expenses.

~~(1) The~~Non-GAAP ~~decrease~~Performance inMeasures ~~Operating~~and ~~income (loss) includes a noncash impairment charge for goodwill of $533 million.~~Reconciliation

EBITDA. EBITDA is a non-GAAP financial measure and is described under Explanation of Key Metrics and Other Items section. The following table reconciles EBITDA to Net income (loss), the most directly comparable GAAP measure in our Consolidated Financial Statements:

	For the year ended December 31,				Variance
	2023		2022		Amount		%
Net income (loss)	$	(478,438)	$	138,910	$	(617,348)	*
Depreciation and amortization	389,632		431,065		(41,433)		(9.6)
Interest expense, net of amounts capitalized	89,569		92,386		(2,817)		(3.0)
Income tax provision (benefit), net	46,126		54,441		(8,315)		(15.3)
Net loss (income) attributable to non-controlling interests	16,569		10,503		6,066		57.8
Interest Income, net	(85,036)		(30,812)		(54,224)		*
EBITDA	$	(21,578)	$	696,493	$	(718,071)	*

It is management’s intent to provide non-GAAP financial information to enhance the understanding of our financial information in accordance with accounting principles generally accepted in the United States (“GAAP”), and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess both consolidated and segment performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

OIBDA

OIBDA, which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income (loss) as a measure of operating performance. We believe this measure is useful to management, investors and other users of our financial information in evaluating operating profitability of our business on a more variable cost basis as it excludes the depreciation and amortization expenses related primarily to capital expenditures and acquisitions, as well as in evaluating operating performance in relation to our competitors. OIBDA is calculated by adding back depreciation and amortization expense to operating income (loss).


	For the Years Ended December 31,
	2024		2023			2022

	(In thousands)
Operating income (loss)	$	(169,830)	$	(394,981)	$	254,452
Depreciation and amortization		365,902		389,632		431,065
OIBDA	$	196,072	$	(5,349)	$	685,517

The changes in OIBDA during the years ended December 31, 2024, 2023 and 2022 were primarily a result of the factors described in connection with operating revenues and operating expenses.

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~~The~~Guarantor ~~following~~Financial ~~table reconciles the change in EBITDA:~~ Information

	Amounts
EBITDA for the year ended December 31, 2022	$	696,493
Decrease (increase) in net loss (income) attributable to non-controlling interests	6,066
Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net	1,439
Increase (decrease) in foreign currency transaction gains (losses), net	(305)
Increase (decrease) in other, net	(1,005)
Increase (decrease) in other-than-temporary impairment losses on equity method investments	(33,400)
Increase (decrease) in operating income (loss), excluding depreciation and amortization (1)	(690,866)
EBITDA for the year ended December 31, 2023	$	(21,578)

Our senior notes are jointly and severally guaranteed on a senior secured basis by certain of our wholly-owned subsidiaries (the “Guarantors”). Specifically, EchoStar Orbital, L.L.C., EchoStar Government Services, L.L.C., EchoStar Satellite Services L.L.C., HNS-India VSAT, Inc, Hughes Network Systems, L.L.C, HNS License-Sub L.L.C., HNS Real Estate L.L.C., Hughes Communications, Inc., Hughes Network Systems International Service, Co., HNS Americas, L.L.C., HNS Americas II, L.L.C.

~~(1)~~ Certain of our wholly-owned subsidiaries are designated as “Unrestricted Subsidiaries” and do not guarantee any of our registered senior notes. The ~~decrease~~guarantee of the Guarantors will be discharged and released in ~~Operating~~accordance ~~income~~with ~~(loss)~~the ~~includes~~terms aof ~~noncash~~the ~~impairment~~applicable ~~charge~~indenture. ~~for~~The ~~goodwill~~rights of ~~$533~~holders ~~million~~of the registered senior notes against the Guarantors may be limited under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.

~~Segment~~Each ~~Operating~~entity ~~Results~~in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis and ~~Capital~~is ~~Expenditures~~derived from HSSC’s consolidated financial statements; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.

The ~~following~~summarized ~~tables~~balance ~~present~~sheet ~~our~~information ~~total revenue, capital expenditures and EBITDA by segment~~ for the ~~year~~combined ~~ended~~obligor ~~December~~group ~~31,~~of ~~2023,~~debt asissued ~~compared~~by toHSSC ~~the~~is ~~year~~presented ~~ended~~in ~~December~~the ~~31,~~table ~~2022~~below:

				Hughes		ESS		Corporate and Other		Consolidated Total

For the year ended December 31, 2023
	As of December 31,
Total revenue				$	1,721,406	$	24,095	$	2,355	$	1,747,856
	2024		2023
Capital expenditures				189,999		130		—		190,129
		(In thousands)
EBITDA				39,679		18,325		(79,582)		(21,578)
Current assets	$	572,781	$	1,954,927
For the year ended December 31, 2022
Noncurrent assets		2,575,931		2,781,659
Total revenue				$	1,966,587	$	20,533	$	16,223	$	2,003,343
Current liabilities		410,630		670,383
Capital expenditures				239,403		—		—		239,403
Noncurrent liabilities		2,588,899		2,725,566
EBITDA				732,929		14,416		(50,852)		696,493
Due from non-guarantors		91,679		123,822
Due from related parties		19,881		12,266
Due to non-guarantors		38,880		44,165
Due to related parties		788,633		1,091,478

~~Hughes Segment~~

	For the years endedDecember 31,				Variance
	2023		2022		Amount		%
Total revenue	$	1,721,406	$	1,966,587	$	(245,181)	(12.5)
Capital expenditures	189,999		239,403		(49,404)		(20.6)
EBITDA	39,679		732,929		(693,250)		(94.6)

The summarized results of operations information for the consolidated obligor group of debt issued by HSSC is presented in the table below:

Total revenue was $1.721 billion for the year ended December 31, 2023, a decrease of $245 million, or 12.5%, as compared to 2022. Services and other revenue decreased primarily due to lower sales of broadband services to our consumer and North American enterprise customers of $184 million. Equipment revenue decreased primarily due to a net decrease of $35 million in hardware sales to our international enterprise customers and a net decrease of $44 million related to our North American enterprise customers due to lower hardware sales and positive adjustments on certain long-term contracts, partially offset by an increase of $7 million in sales to our mobile satellite system customers.


	For the Year Ended
	December 31, 2024
		(In thousands)
Total revenues	$	1,338,131
Operating income (loss)		(130,543)
Net income (loss)		(152,368)
Revenue from non-guarantors		35,959

Capital expenditures were $190 million for the year ended December 31, 2023, a decrease of $49 million, or 20.6%, as compared to 2022, primarily due to decreases in expenditures associated with our consumer business, and decreases in expenditures related to the construction of our satellite-related ground infrastructure.

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Item ~~The~~7A. QUANTITATIVE ~~following~~AND ~~table~~QUALITATIVE ~~reconciles~~DISCLOSURES ~~the~~ABOUT ~~change~~MARKET ~~in the Hughes Segment EBITDA:~~ RISK

	Amounts
EBITDA for the year ended December 31, 2022	$	732,929
Decrease (increase) in net loss (income) attributable to non-controlling interests	6,066
Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net	273
Increase (decrease) in foreign currency transaction gains (losses), net	(208)
Increase (decrease) in gains (losses) on investments, net	(217)
Increase (decrease) in other, net	(1,004)
Increase (decrease) in other-than-temporary impairment losses on equity method investments	(33,400)
Increase (decrease) in operating income (loss), excluding depreciation and amortization (1)	(664,760)
EBITDA for the year ended December 31, 2023	$	39,679

Market Risks Associated with Financial Instruments

(1) The decrease in Operating income (loss) includes a noncash impairment charge for goodwill of $533 million.

ESS Segment

	For the years endedDecember 31,				Variance
	2023		2022		Amount		%
Total revenue	$	24,095	$	20,533	$	3,562	17.3
Capital expenditures	130		—		130		*
EBITDA	18,325		14,416		3,909		27.1

* Percentage is not meaningful.

Total revenue was $24 million for the year ended December 31, 2023, an increase of $4 million, or 17.3%, compared to 2022, primarily due to an increase in transponder services provided to third parties.

EBITDA was $18 million for the year ended December 31, 2023, an increase of $4 million, or 27.1%, as compared to 2022, primarily due to the increase in overall ESS segment revenue and lower expenses.

Corporate and Other

	For the years endedDecember 31,				Variance
	2023		2022		Amount		%
Total revenue	$	2,355	$	16,223	$	(13,868)	(85.5)
EBITDA	(79,582)		(50,852)		(28,730)		56.5

Total revenue was $2 million for the year ended December 31, 2023, a decrease of $14 million, or 85.5%, compared to 2022, primarily due to a decrease in satellite leasing revenue related to the EchoStar XXI satellite.

EBITDA was a loss of $80 million for the year ended December 31, 2023, a decrease of $29 million, or 56.5%, compared to 2022, primarily due to a decrease in service revenue and an increase in selling, general and administrative expenses.

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

	Amounts
EBITDA for the year ended December 31, 2022	$	(50,852)
Increase (decrease) in operating income (loss), excluding depreciation and amortization	(30,015)
Increase (decrease) in foreign currency transaction gains (losses), net	(97)
Increase (decrease) in other, net	(1)
Increase (decrease) in gains (losses) on investments, net	217
Decrease (increase) in equity in earnings (losses) of unconsolidated affiliates, net	1,166
EBITDA for the year ended December 31, 2023	$	(79,582)

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risks Associated with Financial Instruments and Foreign Currency

Our investments and debt are exposed to market risks, discussed below.

Cash, Cash Equivalents and Current Marketable Investment Securities

As of December 31, ~~2023~~2024, our cash, cash equivalents and current marketable investment securities had a fair value of $~~1.7~~204 ~~billion~~million. Of ~~this~~that amount, a total of $~~1.7~~204 ~~billion~~million was invested in: (a) cash; (b) 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; ~~(c) debt instruments of the U.S. government~~ and ~~its agencies; and~~/or (de) 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, continue investing in our business, pursue acquisitions and other strategic transactions, fund ongoing operations, ~~make~~repay ~~strategic~~debt ~~investments~~obligations and expand ~~the~~our business. Consequently, the size of this portfolio ~~fluctuates~~can fluctuate significantly as cash is received and used in our business for these or other purposes. The value of this portfolio ~~may~~is be negatively impacted by credit losses; however, this risk is mitigated through diversification that limits our exposure to any one issuer.

Interest Rate Risk

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~~and ~~to their maturities of less than 90 days. A change in interest rates would affect the fair value of our~~ current marketable ~~debt~~investment securities portfolio; however, we normally hold these investments to maturity. Based on our ~~cash~~December 31, ~~cash~~2024 ~~equivalents and~~ current ~~marketable~~non-strategic ~~debt securities~~ investment portfolio of $~~1.7 billion~~204 ~~as of December 31~~million, ~~2023,~~ a hypothetical 10% change in average interest rates ~~during 2023~~ would not have ~~had~~ a material impact on the fair value ~~of our cash, cash equivalents and debt securities portfolio~~ due to the limited duration of our investments.

Our cash, cash equivalents and current marketable debt securities had an average annual rate of return for the year ended December 31, 2023 of 5.47%. A change in interest rates would affect our future annual interest income from this portfolio, since funds would be re-invested at different rates as the instruments mature. A hypothetical 10% decrease in average interest rates during 2023 would have resulted in a decrease of $7.8 million in annual interest income.

Our cash, cash equivalents and current marketable investment securities had an average annual rate of return for the year ended December 31, 2024 of 5.6%. A change in interest rates would affect our future annual interest income from this portfolio, since funds would be re-invested at different rates as the instruments mature. A hypothetical 10% decrease in average interest rates during 2024 would result in a decrease of approximately $2 million in annual interest income.

Other 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.

Foreign Currency Exchange Risk

Our international business is conducted in a variety of foreign currencies with our largest exposures being to the Brazilian real, the Indian rupee, European euro and the British pound. Transactions in foreign currencies are converted into U.S. dollars using exchange rates in effect on the dates of the transactions. This exposes us to fluctuations in foreign currency exchange rates.

Our objective in managing our exposure to foreign currency changes is to reduce earnings and cash flow volatility associated with foreign currency exchange rate fluctuations, primarily resulting from loans to foreign subsidiaries in U.S. dollars. Accordingly, we may enter into foreign currency forward contracts, or take other measures, to mitigate risks associated with foreign currency denominated assets, liabilities, commitments and anticipated foreign currency transactions. As of December 31, ~~2023~~2024, we had foreign currency forward contracts with a notional amount of $0.2 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, 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 2023 would have resulted in an estimated loss to the cumulative translation adjustment of $42.0 million as of December 31, 2023.

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with a notional amount of $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, 2024. 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 2024 would have resulted in an estimated loss to the cumulative translation adjustment of $32 million as of December 31, 2024.

Long-Term Debt

As of December 31, 2024, we had debt of $1.545 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 $1.327 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 $32 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, 2024, primarily all of our long-term debt consisted of fixed rate indebtedness.

Derivative Financial Instruments

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.

22Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Table~~Our ofconsolidated ~~Contents~~financial statements are included in this Annual Report on Form 10-K beginning on page F-1.

~~ITEM 8~~Item 9. ~~FINANCIAL~~ CHANGES ~~STATEMENTS~~IN AND ~~SUPPLEMENTARY~~DISAGREEMENTS ~~DATA~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our Consolidated Financial Statements are included in Item 15 of this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

~~ITEM~~ Item 9A. CONTROLS AND PROCEDURES

~~Disclosure Controls and Procedures~~

~~Under~~Disclosure ~~the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure~~ controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

~~Changes in Internal Control Over Financial Reporting~~

~~There~~Under ~~has~~the ~~been~~supervision noand ~~change~~with inthe participation of our ~~internal~~management, ~~control~~including ~~over~~our ~~financial~~Chief ~~reporting~~Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule ~~15d~~13a-15(fe) under the Securities Exchange Act of 1934,) as ~~amended)~~of ~~that~~the ~~occurred~~end ~~during~~of the ~~three~~period ~~months~~covered ~~ended~~by ~~December 31,~~this ~~2023~~report. ~~that~~Based ~~has~~upon ~~materially~~that ~~affected~~evaluation, ~~or is reasonably likely to materially affect,~~ our ~~internal~~Chief ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting.~~Principal WeFinancial ~~continue~~Officer toconcluded ~~review~~that our ~~internal~~disclosure ~~control~~controls ~~over financial reporting~~ and ~~may~~procedures ~~from~~were ~~time~~effective toas ~~time~~of ~~make~~the ~~changes~~end ~~aimed~~of atthe ~~enhancing~~period ~~its~~covered ~~effectiveness~~by ~~and~~this ~~to ensure that our systems evolve with our business~~report.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

(ii)

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with 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

(iii)

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control— – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, ~~2023~~2024.

23Item 9B. OTHER INFORMATION

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ITEM 9B. OTHER INFORMATION

10b5-1 Trading Arrangements

None.

~~ITEM~~ Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

~~ITEM~~ Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Appointment of Independent Registered Public Accounting Firm

Appointment of Independent Registered Public Accounting Firm for 2024. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended December 31, ~~2023~~2024. EchoStar’s board of directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.

~~Fees~~EchoStar’s ~~Paid~~Board toof ~~KPMG~~Directors, ~~LLP~~in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board of Directors believes that a change would be in its best interests.

~~The~~Fees ~~following~~Paid ~~table~~to ~~presents fees for professional services rendered by~~ KPMG LLP on ~~behalf of the Company~~ for ~~the~~2024 ~~years ended December 31, 2023~~ and ~~2022, in full dollar amounts:~~2023

	For the Years Ended December 31,
	2023		2022
Audit fees (1)	$	2,412,955	$	2,133,489
Audit-related fees (2)	—		38,523
Total audit and audited related fees	2,412,955		2,172,012
Tax fees (3)	46,272		39,010
Total fees	$	2,459,227	$	2,211,022

The following table presents fees for the aggregate professional audit services rendered by KPMG LLP for the annual audit of the financial statements of EchoStar and its subsidiaries for the years ended December 31, 2024 and 2023, and fees billed for other services rendered by KPMG LLP to EchoStar and its subsidiaries during those periods. We have reported the fees billed for services rendered to both EchoStar and its subsidiaries because the services are not rendered or billed specifically for us but for the EchoStar consolidated group as a whole. Prior year fees paid to KPMG for both EchoStar and DISH Network pre-Merger have been combined to be consistent with the current year presentation.

(1) Consists of fees for the audit of our Consolidated Financial Statements included in our Annual Report on Form 10-K, review of our unaudited financial statements included in our Quarterly Reports on Form 10-Q and fees in connection with statutory and other audits of our foreign subsidiaries.


	For the Years Ended December 31,
	2024		2023
Audit Fees (1)	$	7,756,168	$	9,724,769
Audit-Related Fees		480,000		1,052,603
Tax Compliance Fees		643,786		858,580
All Other Fees (2)		141,744		115,000
Total Fees	$	9,021,698	$	11,750,952

(2) Consists of fees for assurance and other services that are provided in connection with the issuance of consents, comfort letters, certifications, and professional consultations with respect to accounting issues or matters that are non-recurring in nature.

(31) Consists of fees paid by EchoStar and its subsidiaries for ~~tax~~the ~~consultation~~audit of our consolidated financial statements included in EchoStar and ~~tax~~its ~~compliance~~subsidiaries ~~services~~Annual Reports on Form 10-K, review of EchoStar and its subsidiaries unaudited financial statements included in our Quarterly Reports on Form 10-Q and fees in connection with the audit of EchoStar and its subsidiaries internal control over financial reporting.

(2)	Consists of fees for services related to review of contract compliance.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

EchoStar’s Board of Directors delegated to EchoStar’s Audit Committee isthe ~~responsible~~responsibility for appointing, setting compensation, retaining, and overseeing the work of ~~our~~its independent registered public accounting firm~~. EchoStar’s~~ ~~Audit~~until ~~Committee~~December ~~has~~31, ~~established a process regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm~~2024.

Requests are submitted to ~~EchoStar’s~~the Audit Committee of EchoStar in one of the following ways:

•● Request for approval of services at a meeting of ~~EchoStar’s~~the Audit Committee; or

•● Request for approval of services by members of ~~EchoStar’s~~the Audit Committee acting by written consent.

The request may be made with respect to either specific services or a type of service for predictable or recurring services. ~~All~~100% of the fees paid ~~by us~~ to KPMG LLP for services ~~for~~rendered ~~2023~~in 2024 and ~~2022~~2023 were pre-approved by ~~EchoStar’s~~the Audit Committee of EchoStar.

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PART IV

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	The following documents are filed as part of this report:

		Page

(1) Consolidated Financial Statements
	Page
Index to Consolidated Financial Statements		F-1
(1)Financial Statements
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Index to Consolidated Financial Statements	F-1
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021		F-5
Report of KPMG LLP, Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021		F-6
Consolidated Balance Sheets	F-4
Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2023, 2022 and 2021		F-7
Consolidated Statements of Operations	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021		F-8
Consolidated Statements of Comprehensive Income (Loss)	F-6
Notes to Consolidated Financial Statements		F-10
Consolidated Statements of Changes in Stockholder's Equity (Deficit)	F-7
(2) Exhibits
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

Exhibit No.						Description
2.1						Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023, by and among EchoStar, DISH and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 03, 2023.)+
3.1(a)*						Articles of Incorporation of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of March 16, 2011 (incorporated by reference to Exhibit 3.1(a) to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
3.1(b)*						Articles of Amendment of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of October 26, 2011 (incorporated by reference to Exhibit 3.1(b) to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
3.1(c)*						Articles of Amendment of Hughes Satellite Systems Corporation, dated as of December 30, 2013 (incorporated by reference to Exhibit 3.1(c) to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, filed February 21, 2014, Commission File No. 333-179121.
3.1(d)*						Articles of Amendment of Hughes Satellite Systems Corporation, dated as of January 21, 2014 (incorporated by reference to Exhibit 3.1(d) to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, filed February 21, 2014, Commission File No. 333-179121).
3.1(e)*						Articles of Amendment of Hughes Satellite Systems Corporation, dated as of February 28, 2014 (incorporated by reference to Exhibit 3.1(a) to Hughes Satellite Systems Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 9, 2014, Commission File No. 333-179121).
3.1(f)*						Articles of Amendment to Articles of Incorporation of Hughes Satellite Systems Corporation, dated as of March 1, 2017 (incorporated by reference to Exhibit 32 to EchoStar Corporation’s Current Report on Form 8-K filed March 6, 2017, Commission File No. 001-33807).

26(2) Exhibits


Exhibit No.		Description

2.1		Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023, by and among EchoStar, DISH and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 03, 2023.)+
3.1(a)*		Articles of Incorporation of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of March 16, 2011 (incorporated by reference to Exhibit 3.1(a) to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
3.1(b)*		Articles of Amendment of EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), dated as of October 26, 2011 (incorporated by reference to Exhibit 3.1(b) to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
3.1(c)*		Articles of Amendment of Hughes Satellite Systems Corporation, dated as of December 30, 2013 (incorporated by reference to Exhibit 3.1(c) to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, filed February 21, 2014, Commission File No. 333-179121.
3.1(d)*		Articles of Amendment of Hughes Satellite Systems Corporation, dated as of January 21, 2014 (incorporated by reference to Exhibit 3.1(d) to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, filed February 21, 2014, Commission File No. 333-179121).
3.1(e)*		Articles of Amendment of Hughes Satellite Systems Corporation, dated as of February 28, 2014 (incorporated by reference to Exhibit 3.1(a) to Hughes Satellite Systems Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed May 9, 2014, Commission File No. 333-179121).
3.1(f)*		Articles of Amendment to Articles of Incorporation of Hughes Satellite Systems Corporation, dated as of March 1, 2017 (incorporated by reference to Exhibit 32 to EchoStar Corporation’s Current Report on Form 8-K filed March 6, 2017, Commission File No. 001-33807).
3.2*		Bylaws of EH Holding Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
4.1*		Security Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K, filed June 9, 2011, Commission File No. 001-33807).

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Exhibit No.		Description
3.2*		Bylaws of EH Holding Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4, Registration No. 333-179121).
Exhibit No.	Description
4.1*		Security Agreement, dated as of June 8, 2011, among EH Holding Corporation (currently known as Hughes Satellite Systems Corporation), the guarantors listed on the signature pages thereto, and U.S. Bank National Association, as successor collateral agent (incorporated by reference to Exhibit 4.1 to EchoStar Corporation’s Current Report on Form 8-K, filed June 9, 2011, Commission File No. 001-33807).
4.2*	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. 001-33807).
4.2*		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. 001-33807).
4.3*	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. 001-33807).
4.3*		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. 001-33807).
4.4*	Registration Rights Agreement, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).
4.4*		Registration Rights Agreement, dated as of July 27, 2016, among Hughes Satellite Systems Corporation, the guarantors party thereto and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).
4.5*	Additional Secured Party Joinder, dated as of July 27, 2016, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).
4.5*		Additional Secured Party Joinder, dated as of July 27, 2016, among U.S. Bank National Association, as trustee and successor collateral agent, and Hughes Satellite Systems Corporation (incorporated by reference to Exhibit 4.4 to EchoStar Corporation’s Current Report on Form 8-K filed on July 27, 2016, Commission File No. 001-33807).
4.6*	Form of 5.250% Senior Secured Note due 2026 (included as part of Exhibit 4.2).
4.6*		Form of 5.250% Senior Secured Note due 2026 (included as part of Exhibit 4.2).
4.7*	Form of 6.625% Senior Unsecured Note due 2026 (included as part of Exhibit 4.3).
4.7*		Form of 6.625% Senior Unsecured Note due 2026 (included as part of Exhibit 4.3).
4.8*	Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.19 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).
4.8*		Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.19 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).
4.9*	Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).
4.9*		Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of March 23, 2017, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantor listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.20 to Hughes Satellite Systems Corporation’s Registration Statement on Form S-4, filed April 6, 2017, Commission File No. 333-179121).
4.10*	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 4.23 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).
4.10*		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 4.23 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).
4.11*	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 4.24 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).
4.11*		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 4.24 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).
4.12*	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 4.25 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).

2738

Table of Contents


Exhibit No.		Description
4.12*		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 4.25 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed February 22, 2018, Commission File No. 333-179121).
Exhibit No.	Description
4.13*	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 Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).	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 Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).
4.14*	Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.2 to Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).	Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 5.250% Senior Secured Notes due 2026, dated June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto, U.S. Bank National Association, as trustee and successor collateral agent (incorporated by reference to Exhibit 4.2 to Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).
4.15*	Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).	Third Supplemental Indenture relating to Hughes Satellite Systems Corporation’s 6.625% Senior Notes due 2026, dated as of June 12, 2019, by and among Hughes Satellite Systems Corporation, the guarantors and the supplemental guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Hughes Satellite System Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).
10.1*	Amended and Restated EchoStar Corporation 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed September 18, 2014, Commission File No. 001-33807).**	Amended and Restated EchoStar Corporation 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed September 18, 2014, Commission File No. 001-33807).**
10.2*	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hughes Communications, Inc., filed June 22, 2006, (Commission File No. 000-51784)). **	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hughes Communications, Inc., filed June 22, 2006, (Commission File No. 000-51784)). **
10.3*	Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 6, 2015, Commission File No. 001-33807).**	Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed November 6, 2015, Commission File No. 001-33807).**
10.4*	Form of Stock Option Agreement for 2008 Stock Incentive Plan (1999) (incorporated by reference to Exhibit 10.31 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **	Form of Stock Option Agreement for 2008 Stock Incentive Plan (1999) (incorporated by reference to Exhibit 10.31 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **
10.5*	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2008) (incorporated by reference to Exhibit 10.32 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2008) (incorporated by reference to Exhibit 10.32 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **
10.6*	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2008) (incorporated by reference to Exhibit 10.33 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2008) (incorporated by reference to Exhibit 10.33 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **
10.7*	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2014) (incorporated by reference to Exhibit 10.34 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Employee (2014) (incorporated by reference to Exhibit 10.34 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **
10.8*	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2014) (incorporated by reference to Exhibit 10.35 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **	Form of Stock Option Agreement for 2008 Stock Incentive Plan — Executive (2014) (incorporated by reference to Exhibit 10.35 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121). **

2839

Table of Contents


Exhibit No.		Description
10.9*		Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (2011) (incorporated by reference to Exhibit 10.36 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121).**
Exhibit No.	Description
10.10*		EchoStar Corporation 2017 Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**
10.9*	Form of Restricted Stock Unit Agreement for 2008 Stock Incentive Plan — Executive or Director (2011) (incorporated by reference to Exhibit 10.36 to Hughes Satellite System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed February 24, 2016, Commission File No. 333-179121).**
10.11*		Amended and Restated EchoStar Corporation 2017 Employee Stock Purchase Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**
10.10*	EchoStar Corporation 2017 Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**
10.12*		Amendment No. 1 to EchoStar Corporation 2017 Amended and Restated Employee Stock Purchase Plan dated October 20, 2022 (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.11*	Amended and Restated EchoStar Corporation 2017 Employee Stock Purchase Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Form 14, filed March 23, 2017, Commission File No. 001-33807).**
10.13*		EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, as amended (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.12*	Amendment No. 1 to EchoStar Corporation 2017 Amended and Restated Employee Stock Purchase Plan dated October 20, 2022 (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.14*		Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Employee (2017) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.13*	EchoStar Non-Qualified Plan -- Executive Plan and Adoption Agreement, as amended (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.15*		Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807). **
10.14*	Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Employee (2017) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.16*		Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.15*	Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807). **
10.17*		Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Employee (2022) (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.16*	Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan - Executive (2017) (incorporated by reference to Exhibit 10.5 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed August 9, 2017, Commission File No. 001-33807).**
10.18*		Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **
10.17*	Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Employee (2022) (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.19*		Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (2022) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.18*	Form of Stock Option Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **
10.20*		Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **
10.19*	Form of Non-Employee Director Stock Option Agreement for the EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (2022) (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807)**
10.21*		Letter Agreement, dated as of October 2, 2023, by and between EchoStar and Hamid Akhavan (incorporated by reference from Exhibit 10.2 to the Amendment No. 1 on Form S-4 of EchoStar filed on November 6, 2023, Registration File No. 333-274837).**
10.20*	Form of Restricted Stock Unit Agreement for the EchoStar Corporation 2017 Stock Incentive Plan — Executive (2022) (incorporated by reference to Exhibit 10.4 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed November 3, 2022, Commission File No. 001-33807) **
10.22*		Form of Stock Option Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.2 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)**
10.21*	Amendment to EchoStar Non-Qualified Plan-Executive Plan and Adoption Agreement, dated November 1, 2018 (incorporated by reference to Exhibit 10.30 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2018, filed February 21, 2019, Commission File No. 333-179121).**

2940

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Exhibit No.		Description
10.23*		Form of Restricted Stock Unit Agreement for Hamid Akhavan (incorporated by reference to Exhibit 10.3 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 5, 2022, Commission File No. 001-33807)**
Exhibit No.	Description
10.24*		Amendment to EchoStar Non-Qualified Plan-Executive Plan and Adoption Agreement, dated November 1, 2018 (incorporated by reference to Exhibit 10.30 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2018, filed February 21, 2019, Commission File No. 333-179121).**
10.22*	Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of April 30, 2019 (incorporated by reference to Exhibit 10.1 to Hughes Satellite Systems Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).**
10.25*		Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of April 30, 2019 (incorporated by reference to Exhibit 10.1 to Hughes Satellite Systems Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed August 8, 2019, Commission File No. 333-179121).**
10.23*	Amendment to EchoStar Non-Qualified Plan – Executive Plan and Adoption Agreement, dated October 21, 2019 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020, Commission File No. 333-179121). **
10.26*		Amendment to EchoStar Non-Qualified Plan – Executive Plan and Adoption Agreement, dated October 21, 2019 (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed November 5, 2020, Commission File No. 333-179121). **
10.24*	Amendment No. 1 to EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Schedule 14A, filed March 17, 2021, Commission File No. 001 33807). **
10.27*		Amendment No. 1 to EchoStar Corporation 2017 Non-Employee Director Stock Incentive Plan (incorporated by reference to EchoStar Corporation’s Definitive Proxy Statement on Schedule 14A, filed March 17, 2021, Commission File No. 001-33807). **
10.25*	Second Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of November 2, 2021 (incorporated by reference to Exhibit 10.22 to Hughes Satellite Systems Corporation’s Annual Report on Form 10-K for the Year ended December 31, 2021, filed February 24, 2022, Commission File No. 333-179121). **
10.28*		Second Amended and Restated EchoStar Corporation Executive Officer Bonus Incentive Plan, dated as of November 2, 2021. **
10.26	Amended and Restated Support Agreement, dated as of October 2, 2023, by and among EchoStar, DISH Network, and the Ergen Stockholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 03, 2023.)+
10.29		Amended and Restated Support Agreement, dated as of October 2, 2023, by and among EchoStar, DISH Network, and the Ergen Stockholders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 03, 2023.)+
19*	EchoStar Corporation’s Insider Trading Policy (incorporated by reference to Exhibit 19 to EchoStar Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024, filed February 27, 2025).
22 (H)	List of Subsidiary Guarantors	~~List of Subsidiary Guarantors~~
31.1 (H)	Section 302 Certification of Chief Executive Officer	~~Section 302 Certification of Chief Executive Officer~~
31.2 (H)	Section 302 Certification of Principal Financial Officer	~~Section 302 Certification of Principal Financial Officer~~
32.1 (H)	Section 906 Certification of Chief Executive Officer	~~Section 906 Certification of Chief Executive Officer~~
32.2 (H)	Section 906 Certification of Principal Financial Officer	~~Section 906 Certification of Principal Financial Officer~~
101.INS	XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	~~XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~
101.SCH	XBRL Taxonomy Extension Schema.	~~XBRL Taxonomy Extension Schema.~~
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.	~~XBRL Taxonomy Extension Calculation Linkbase.~~
101.DEF	XBRL Taxonomy Extension Definition Linkbase.	~~XBRL Taxonomy Extension Definition Linkbase.~~
101.LAB	XBRL Taxonomy Extension Label Linkbase.	~~XBRL Taxonomy Extension Label Linkbase.~~
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.	~~XBRL Taxonomy Extension Presentation Linkbase.~~
104	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.	~~Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.~~

30(H)Filed herewith.

Table of Contents

(H) Filed herewith.

*	Incorporated by reference.

**	Constitutes a management contract or compensatory plan or arrangement.

Schedules, annexes and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules, annexes and/or exhibits upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for any schedules so furnished.

~~ITEM~~ Item 16. FORM 10-K SUMMARY

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			HUGHES SATELLITE SYSTEMS CORPORATION

			By:	/s/ Hamid Akhavan
	HUGHES SATELLITE SYSTEMS CORPORATION
				Hamid Akhavan

				Chief Executive Officer and President

				(Principal Executive Officer)
	By:	/s/ Hamid Akhavan
				/s/ Paul W. Orban
		Hamid Akhavan
				Paul W. Orban
		Chief Executive Officer and President
				Executive Vice President and Chief Financial Officer, DISH
		(Principal Executive Officer)
				(Principal Financial Officer and Principal Accounting Officer)

Date: April 1, 2024
		/s/ Paul W. Orban
		Paul W. Orban
		Executive Vice President and Chief Financial Officer, DISH
		(Principal Financial Officer and Principal Accounting Officer)
Date: March 12, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Hamid Akhavan

President and Chief Executive Officer and Director

April 1, 2024

Signature

Title

Date

Hamid Akhavan

(Principal Executive Officer)

/s/ Paul W. Orban

Executive Vice President and Chief Financial Officer, DISH

April 1, 2024

/s/ Hamid Akhavan

Chief Executive Officer and President

March 12, 2025

Paul W. Orban

(Principal Financial Officer and Principal Accounting Officer)

Hamid Akhavan

(Principal Executive Officer)

/s/ Charles W. Ergen

Chairman

April 1, 2024

Charles W. Ergen

/s/ Paul W. Orban

Executive Vice President and Chief Financial Officer, DISH

March 12, 2025

/s/ Paul Gaske

Chief Operating Officer, Hughes, and Director

April 1, 2024

Paul W. Orban

(Principal Financial Officer and Principal Accounting Officer)

Paul Gaske

/s/ Charles W. Ergen

Chairman

March 12, 2025

Charles W. Ergen

/s/ Paul Gaske

Chief Operating Officer, Hughes, and Director

March 12, 2025

Paul Gaske

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements:

		Page

Index to Consolidated Financial Statements		F-1
	Page
Report of KPMG LLP, Independent Registered Public Accounting Firm (KPMG LLP, Denver, CO, PCAOB ID: 185)		F-2
Index to Consolidated Financial Statements	F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Report of KPMG LLP, Independent Registered Public Accounting Firm (PCAOB ID: 185)	F-2
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021		F-5
Consolidated Balance Sheets	F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021		F-6
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2023, 2022 and 2021		F-7
Consolidated Statements of Comprehensive Income (Loss)	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021		F-8
Consolidated Statements of Changes in Stockholder’s Equity (Deficit)	F-7
Notes to Consolidated Financial Statements		F-10
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholder and the Board of ~~Directors~~DirectorsHughes Satellite Systems Corporation:

~~Hughes Satellite Systems Corporation:~~

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Hughes Satellite Systems Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in shareholder’s equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We have audited the accompanying consolidated balance sheets of Hughes Satellite Systems Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 19 to the consolidated financial statements, the Company reported $1.7 billion in total revenue for the Hughes segment for the year ended December 31, 2023. The Hughes segment has multiple revenue streams and certain aspects of the Company’s processes and information technology (IT) systems differ among the revenue streams.

As discussed in Note 13 to the consolidated financial statements, the Company reported $1.6 billion in total revenue for the Hughes segment for the year ended December 31, 2024. The Hughes segment has multiple

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revenue streams and certain aspects of the Company’s processes and information technology (IT) systems differ among the revenue streams.

We identified the evaluation of sufficiency of audit evidence over certain revenue streams as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate that revenue data was captured and aggregated throughout these various IT applications. Additionally, IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over certain revenue streams.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including recording of revenue. We also evaluated the design and tested the operating effectiveness of certain general IT and application controls. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications used by the Company in its revenue recognition processes and the transfer of relevant revenue data between certain systems used in the revenue recognition processes. For a sample of revenue transactions, we assessed the recorded amounts by comparing to underlying documentation, including contracts or payment and transaction support. We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. For certain revenue streams where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including recording of revenue. We also evaluated the design and tested the operating effectiveness of certain general IT and application controls. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications used by the Company in its revenue recognition processes and the transfer of relevant revenue data between certain systems used in the revenue recognition processes. For a sample of revenue transactions, we assessed the recorded amounts by comparing to underlying documentation, including contracts or payment and transaction support. We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

~~Denver~~McLean, ~~Colorado~~VirginiaMarch 12, 2025

~~April 1, 2024~~

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

	As of December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	1,276,623	$	653,132
Marketable investment securities	417,743		799,769
Trade accounts receivable and contract assets, net	233,915		236,336
Other current assets, net	210,567		275,202
Total current assets	2,138,848		1,964,439
Non-current assets:
Property and equipment, net	1,250,074		1,376,004
Operating lease right-of-use assets	1,031,303		150,632
Goodwill	—		532,491
Regulatory authorizations, net	407,819		408,619
Other intangible assets, net	13,401		15,698
Other investments, net	54,137		83,523
Other non-current assets, net	303,962		285,877
Total non-current assets	3,060,696		2,852,844
Total assets	$	5,199,544	$	4,817,283
Liabilities and Shareholder's Equity
Current liabilities:
Trade accounts payable	$	101,163	$	98,229
Contract liabilities	116,187		121,739
Accrued expenses and other current liabilities	524,556		393,899
Total current liabilities	741,906		613,867
Non-current liabilities:
Long-term debt, net	1,497,609		1,496,777
Deferred tax liabilities, net	252,820		289,757
Operating lease liabilities	897,084		135,122
Other non-current liabilities	131,036		133,897
Total non-current liabilities	2,778,549		2,055,553
Total liabilities	3,520,455		2,669,420
Commitments and contingencies (Note 18)

The accompanying notes are an integral part of these Consolidated Financial Statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEETS

(~~Amounts~~Dollars in thousands, except share ~~and per share~~ amounts)

Shareholder's equity:

Preferred stock, $0.001 par value,1,000,000 shares authorized, none issued and outstanding at both December 31, 2023 and 2022				—		—
	As of December 31,
Common stock, $0.01 par value, 1,000,000 shares authorized, 1,078 shares issued and outstanding at both December 31, 2023 and 2022				—		—
	2024		2023
Additional paid-in capital				1,484,064		1,479,857
Assets
Accumulated other comprehensive income (loss)				(152,491)		(170,184)
Current Assets:
Accumulated earnings (losses)				279,885		741,754
Cash and cash equivalents	$	204,198	$	1,276,623
Total Hughes Satellite Systems Corporation shareholder's equity				1,611,458		2,051,427
Marketable investment securities		—		417,743
Non-controlling interests				67,631		96,436
Trade accounts receivable and contract assets, net of allowance for credit losses of $11,314 and $20,399, respectively		275,247		233,915
Total shareholder's equity				1,679,089		2,147,863
Prepaids and other assets		63,684		24,769
Total liabilities and shareholder's equity				$	5,199,544	$	4,817,283
Inventory		151,043		167,236
Other current assets		48,034		18,562
Total current assets		742,206		2,138,848

Noncurrent Assets:
Property and equipment, net		1,097,190		1,250,074
Operating lease assets		939,896		1,031,303
Regulatory authorizations, net		404,698		407,819
Other intangible assets, net		11,082		13,401
Other investments		23,516		54,137
Other noncurrent assets, net		252,789		303,962
Total noncurrent assets		2,729,171		3,060,696
Total assets	$	3,471,377	$	5,199,544

Liabilities and Stockholder's Equity (Deficit)
Current Liabilities:
Trade accounts payable	$	99,519	$	101,163
Contract liabilities		81,558		116,187
Accrued interest		38,845		39,075
Accrued compensation		34,904		38,333
Accrued expenses		55,019		45,863
Operating lease liabilities		72,393		155,932
Other current liabilities		48,242		240,128
Current portion of long-term debt and other notes payable (Note 9)		9,548		5,225
Total current liabilities		440,028		741,906

Long-Term Obligations, Net Of Current Portion:
Long-term debt and other notes payable, net of current portion (Note 9)		1,533,717		1,538,978
Deferred tax liabilities, net		191,559		252,820
Operating lease liabilities, noncurrent		830,629		897,084
Other noncurrent liabilities		85,385		89,667
Total long-term obligations, net of current portion		2,641,290		2,778,549
Total liabilities		3,081,318		3,520,455

Commitments and Contingencies (Note 12)

Stockholder's Equity (Deficit):
Common stock, $0.01 par value, 1,000,000 shares authorized, 1,078 shares issued and outstanding at both December 31, 2024 and 2023		—		—
Additional paid-in capital		1,487,758		1,484,064
Accumulated other comprehensive income (loss)		(190,810)		(152,491)
Accumulated earnings (deficit)		(958,518)		279,885
Total HSSC stockholder's equity (deficit)		338,430		1,611,458
Noncontrolling interests		51,629		67,631
Total stockholder's equity (deficit)		390,059		1,679,089
Total liabilities and stockholder's equity (deficit)	$	3,471,377	$	5,199,544

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

The accompanying notes are an integral part of these consolidated financial statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(~~Amounts~~Dollars in thousands)

							For the years ended December 31,

								2023		2022		2021
	For the Years Ended December 31,
Revenue:
	2024		2023		2022
Services and other revenue								$	1,448,489	$	1,629,194	$	1,724,299
Revenue:
Equipment revenue								299,367		374,149		270,427
Service revenue	$	1,210,840	$	1,448,489	$	1,629,194
Total revenue								1,747,856		2,003,343		1,994,726
Equipment sales and other revenue		349,533		299,367		374,149
Costs and expenses:
Total revenue		1,560,373		1,747,856		2,003,343
Cost of sales - services and other (exclusive of depreciation and amortization)								540,945		562,849		544,915

Cost of sales - equipment (exclusive of depreciation and amortization)								239,336		292,290		231,960
Costs and Expenses (exclusive of depreciation and amortization):
Selling, general and administrative expenses								411,127		429,877		422,235
Cost of services		681,021		540,945		562,849
Research and development expenses								28,857		32,810		31,777
Cost of sales - equipment and other		307,742		239,336		292,290
Depreciation and amortization								389,632		431,065		464,146
Selling, general and administrative expenses		375,538		439,984		462,687
Impairment of long-lived assets and goodwill								532,940		—		210
Depreciation and amortization		365,902		389,632		431,065
Total costs and expenses								2,142,837		1,748,891		1,695,243
Impairment of long-lived assets and goodwill		—		532,940		—
Operating income (loss)								(394,981)		254,452		299,483
Total costs and expenses		1,730,203		2,142,837		1,748,891
Other income (expense):

Interest income, net								85,036		30,812		8,146
Operating income (loss)		(169,830)		(394,981)		254,452
Interest expense, net of amounts capitalized								(89,569)		(92,386)		(126,499)

Gains (losses) on investments, net								245		245		2,103
Other Income (Expense):
Equity in earnings (losses) of unconsolidated affiliates, net								(4,264)		(5,703)		(5,347)
Interest income		25,393		85,036		30,812
Other-than-temporary impairment losses on equity method investments								(33,400)		—		—
Interest expense, net of amounts capitalized (Note 2)		(98,802)		(89,569)		(92,386)
Foreign currency transaction gains (losses), net								5,711		6,016		(11,494)
Other, net (Note 5)		(9,024)		(32,798)		473
Other, net								(1,090)		(85)		1,336
Total other income (expense), net		(82,433)		(37,331)		(61,101)
Total other income (expense), net								(37,331)		(61,101)		(131,755)

Income (loss) before income taxes		(252,263)		(432,312)		193,351		~~(432,312)~~		~~193,351~~		~~167,728~~
Income tax benefit (provision), net		34,153		(46,126)		(54,441)		~~(46,126)~~		~~(54,441)~~		~~(57,111)~~
Net income (loss)		(218,110)		(478,438)		138,910		~~(478,438)~~		~~138,910~~		~~110,617~~
Less: Net loss (income) attributable to non-controlling interests								16,569		10,503		10,154
Less: Net income (loss) attributable to noncontrolling interests		(8,707)		(16,569)		(10,503)
Net income (loss) attributable to HSSC	$	(209,403)	$	(461,869)	$	149,413		$	~~(461,869)~~	$	~~149,413~~	$	~~120,771~~

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

The accompanying notes are an integral part of these consolidated financial statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(~~Amounts~~Dollars in thousands)

							For the years ended December 31,

								2023		2022		2021
	For the Years Ended December 31,
Net income (loss)								$	(478,438)	$	138,910	$	110,617
	2024		2023		2022
Other comprehensive income (loss), net of tax:
Net income (loss)	$	(218,110)	$	(478,438)	$	138,910
Foreign currency translation adjustments								21,196		5,475		(31,317)
Other comprehensive income (loss)
Unrealized gains (losses) on available-for-sale securities								(198)		(553)		490
Foreign currency translation adjustments		(45,589)		21,196		5,475
Other								98		—		(98)
Unrealized holding gains (losses) on available-for-sale securities		182		(198)		(553)
Amounts reclassified to net income (loss):
Other		—		98		—
Realized losses (gains) on available-for-sale debt securities								247		(17)		(5)
Recognition of previously unrealized (gains) losses on available-for-sale debt securities included in net income (loss)		(207)		247		(17)
Total other comprehensive income (loss), net of tax		(45,614)		21,343		4,905		~~21,343~~		~~4,905~~		~~(30,930)~~
Comprehensive income (loss)		(263,724)		(457,095)		143,815		~~(457,095)~~		~~143,815~~		~~79,687~~
Less: Comprehensive loss (income) attributable to non-controlling interests								12,919		8,795		14,543
Less: Comprehensive income (loss) attributable to noncontrolling interests		(16,002)		(12,919)		(8,795)
Comprehensive income (loss) attributable to HSSC	$	(247,722)	$	(444,176)	$	152,610		$	~~(444,176)~~	$	~~152,610~~	$	~~94,230~~

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

The accompanying notes are an integral part of these consolidated financial statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDER~~STOCKHOLDER’S EQUITY (DEFICIT)

(~~Amounts~~In in thousands)

				AdditionalPaid-InCapital					AccumulatedOtherComprehensiveIncome (Loss)				AccumulatedEarnings (Losses)		Non-controllingInterests		Total

Balance, December 31, 2020				$	1,486,730				$	(146,840)			$	671,570	$	64,916	$	2,076,376
			Accumulated
Stock-based compensation				3,046					—				—		—		3,046
	Additional		Other			Accumulated
Contribution by non-controlling interest holder				—					—				—		9,880		9,880
	Paid-in		Comprehensive			Earnings		Noncontrolling
Dividend paid to EchoStar				—					—				(100,000)		—		(100,000)
	Capital		Income (Loss)			(Deficit)		Interests			Total
Other comprehensive income (loss)				—					(26,541)				—		(4,389)		(30,930)
Balance, December 31, 2021	$	1,489,776	$	(173,381)		$	692,341	$	60,253		$	2,068,989
Net income (loss)				—					—				120,771		(10,154)		110,617
Non-cash, stock-based compensation		4,318		—			—		—			4,318
Balance, December 31, 2021				1,489,776					(173,381)				692,341		60,253		2,068,989
Issuance of equity and contribution of assets pursuant to the India JV formation		(14,237)		—			—		44,540			30,303
Stock-based compensation				4,318					—				—		—		4,318
Dividends to EchoStar Corporation		—		—			(100,000)		—			(100,000)
Issuance of equity and contribution of assets pursuant to the India JV formation				(14,237)					—				—		44,540		30,303
Other comprehensive income (loss)		—		3,197			—		1,708			4,905
Dividend paid to EchoStar				—					—				(100,000)		—		(100,000)
Net income (loss)		—		—			149,413		(10,503)			138,910
Other comprehensive income (loss)				—					3,197				—		1,708		4,905
Other, net		—		—			—		438			438
Net income (loss)				—					—				149,413		(10,503)		138,910
Balance, December 31, 2022		1,479,857		(170,184)			741,754		96,436			2,147,863
Other, net				—					—				—		438		438
Non-cash, stock-based compensation		4,207		—			—		—			4,207
Balance, December 31, 2022				1,479,857					(170,184)				741,754		96,436		2,147,863
Other comprehensive income (loss)		—		17,693			—		3,650			21,343
Stock-based compensation				4,207					—				—		—		4,207
Deconsolidation of Hughes Systique Corporation		—		—			—		(15,448)			(15,448)
Other comprehensive income (loss)				—					17,693				—		3,650		21,343
Net income (loss)		—		—			(461,869)		(16,569)			(478,438)
Deconsolidation of Hughes Systique Corporation				—					—				—		(15,448)		(15,448)
Other, net		—		—			—		(438)			(438)
Net income (loss)				—					—				(461,869)		(16,569)		(478,438)
Balance, December 31, 2023		1,484,064		(152,491)			279,885		67,631			1,679,089
Other, net				—					—				—		(438)		(438)
Non-cash, stock-based compensation		3,694		—			—		—			3,694
Balance, December 31, 2023				$	1,484,064				$	(152,491)			$	279,885	$	67,631	$	1,679,089
Other comprehensive income (loss)		—		(38,319)			—		(7,295)			(45,614)
Dividends to EchoStar Corporation		—		—			(1,029,000)		—			(1,029,000)
Net income (loss)		—		—			(209,403)		(8,707)			(218,110)
Other, net		—		—			—		—			—
Balance, December 31, 2024	$	1,487,758	$	(190,810)		$	(958,518)	$	51,629		$	390,059

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

The accompanying notes are an integral part of these consolidated financial statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~Amounts~~In in thousands)

				For the years ended December 31,

				2023				2022		2021
	For the Years Ended December 31,
Cash flows from operating activities:
	2024		2023			2022
Net income (loss)				$	(478,438)			$	138,910	$	110,617
Cash Flows from Operating Activities:
Adjustments to reconcile net income (loss) to cash flows provided by (used for) operating activities:
Net income (loss)	$	(218,110)	$	(478,438)		$	138,910
Depreciation and amortization				389,632				431,065		464,146
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Impairment of long-lived assets and goodwill				532,940				—		210
Depreciation and amortization		365,902		389,632			431,065
Losses (gains) on investments, net				(245)				(245)		(2,103)
Impairment of long-lived assets and goodwill		—		532,940			—
Equity in losses (earnings) of unconsolidated affiliates, net				4,264				5,703		5,347
Realized and unrealized losses (gains) on investments, impairments and other		(204)		33,155			(245)
Foreign currency transaction losses (gains), net				(5,711)				(6,016)		11,494
Equity in losses (earnings) of unconsolidated affiliates, net		5,121		4,264			5,703
Deferred tax provision (benefit), net				(36,697)				(48,875)		(38,276)
Foreign currency transaction losses (gains), net		3,901		(5,711)			(6,016)
Stock-based compensation				4,207				4,318		3,046
Deferred tax provision (benefit), net		(60,766)		(36,697)			(48,875)
Amortization of debt issuance costs				832				783		2,381
Non-cash, stock-based compensation		3,694		4,207			4,318
(Accretion of discounts) and amortization of premiums on debt investments				(23,788)				(4,590)		2,862
Amortization of debt issuance costs		882		832			783
Other-than-temporary impairment losses on equity method investments				33,400				—		—
(Accretion of discounts) and amortization of premiums on debt investments		(939)		(23,788)			(4,590)
Other, net				2,434				12,605		18,220
Noncurrent assets and noncurrent liabilities, net		49,833		(20,450)			(18,517)
Changes in assets and liabilities, net:
Other, net		—		2,434			12,605
Trade accounts receivable and contract assets, net				(2,423)				(50,670)		(2,342)
Changes in current assets and current liabilities:
Other current assets, net				(28,638)				3,513		9,446
Trade accounts receivable and contract assets, net		(39,677)		(7,464)			(51,440)
Trade accounts payable				(4,505)				511		(13,659)
Changes in allowance for credit losses		(9,086)		5,041			770
Contract liabilities				(5,552)				(19,604)		36,774
Other current assets		(59,455)		(28,638)			3,513
Accrued expenses and other current liabilities				91,290				89,961		(17,383)
Trade accounts payable		10,183		(4,505)			511
Non-current assets and non-current liabilities, net				(20,450)				(18,517)		71,531
Contract liabilities		(34,629)		(5,552)			(19,604)
Net cash provided by (used for) operating activities				452,552				538,852		662,311
Accrued expenses and other current liabilities		(265,065)		91,290			89,961
Cash flows from investing activities:
Net cash flows from operating activities		(248,415)		452,552			538,852
Purchases of marketable investment securities				(964,388)				(986,736)		(1,517,849)

Sales and maturities of marketable investment securities				1,373,313				1,045,950		1,864,186
Cash Flows from Investing Activities:
Expenditures for property and equipment				(190,129)				(239,403)		(296,303)
Purchases of marketable investment securities		—		(964,388)			(986,736)
Expenditures for externally marketed software				(30,164)				(23,105)		(33,543)
Sales and maturities of marketable investment securities		414,323		1,373,313			1,045,950
Deconsolidation of Hughes Systique Corporation (Note 5)				(17,296)				—		—
Purchases of property and equipment, net of refunds		(205,330)		(190,129)			(239,403)
Sales of other investments				—				—		9,451
Expenditures for externally marketed software		(24,945)		(30,164)			(23,105)
India JV formation				—				(7,892)		—
Deconsolidation of Hughes Systique Corporation (Note 5)		—		(17,296)			—
Dividend received from unconsolidated affiliate				—				2,000		—
Return of equity investment		20,000		—			—
Net cash provided by (used for) investing activities				171,336				(209,186)		25,942
India JV formation		—		—			(7,892)
Dividend received from unconsolidated affiliate		5,500		—			2,000
Net cash flows from investing activities		209,548		171,336			(209,186)

Cash Flows from Financing Activities:
Repayment of long-term debt, finance lease, and other obligations		—		—			(120)
Payment of in-orbit incentive obligations		(1,480)		(3,889)			(2,988)
Dividends to EchoStar Corporation		(1,029,000)		—			(100,000)
Other, net		3,127		278			—
Net cash flows from financing activities		(1,027,353)		(3,611)			(103,108)

Effect of exchange rates on cash and cash equivalents		(5,708)		2,991			(2,233)

Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents		(1,071,928)		623,268			224,325
Cash and cash equivalents, including restricted amounts, beginning of period		1,277,741		654,473			430,148
Cash and cash equivalents, including restricted amounts, end of period	$	205,813	$	1,277,741		$	654,473

~~The accompanying notes are an integral part of these Consolidated Financial Statements.~~

The accompanying notes are an integral part of these consolidated financial statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Cash flows from financing activities:
Repurchase and maturity of the 2021 Senior Unsecured Notes	—		—		(901,818)
Payment of finance lease obligations	—		(120)		(670)
Payment of in-orbit incentive obligations	(3,889)		(2,988)		(2,214)
Contribution by non-controlling interest holder	—		—		9,880
Dividend paid to EchoStar	—		(100,000)		(100,000)
Other, net	278		—		(966)
Net cash provided by (used for) financing activities	(3,611)		(103,108)		(995,788)
Effect of exchange rates on cash and cash equivalents	2,991		(2,233)		(3,614)
Net increase (decrease) in cash and cash equivalents	623,268		224,325		(311,149)
Cash and cash equivalents, including restricted amounts, beginning of period	654,473		430,148		741,297
Cash and cash equivalents, including restricted amounts, end of period	$	1,277,741	$	654,473	$	430,148

The accompanying notes are an integral part of these Consolidated Financial Statements.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS ACTIVITIES

Principal Business

We ~~are~~manage anour ~~industry~~business ~~leader~~activities inon ~~both~~a ~~networking~~consolidated ~~technologies~~basis and ~~services,~~operate ~~innovating~~as ~~to deliver the solutions that power~~ a ~~connected~~single ~~future~~operating ~~for~~segment: ~~people, enterprises and things everywhere~~Hughes. WeHistorically, ~~provide~~we ~~broadband~~reported ~~services~~two toprimary ~~consumer~~business ~~customers,~~segments: ~~which~~(1) ~~include~~Hughes; ~~home~~ and ~~small~~(2) toEchoStar ~~medium-sized~~Satellite ~~businesses~~Services. WeSee ~~also~~Note 13 ~~provide~~for ~~satellite~~information ~~and~~regarding ~~multi-transport~~our ~~technologies~~segment ~~and managed network services to telecommunications providers, aeronautical service providers, civilian and defense government entities, and other enterprise customers~~reporting.

~~The~~● ~~EchoStar~~Hughes ~~XXIV~~segment — We offer broadband satellite ~~began~~technologies ~~service~~and inbroadband ~~December~~internet ~~2023,~~products ~~bringing~~and ~~additional~~services to consumer customers. We provide broadband ~~capacity~~network technologies, managed services, equipment, hardware, satellite services and communications solutions to ~~North~~government and ~~South~~enterprise ~~America~~customers. We ~~will~~also ~~leverage~~design, ~~EchoStar~~provide ~~XXIV~~and install gateway and terminal equipment to ~~serve~~customers ~~the~~for ~~unserved~~other satellite systems. In addition, we design, develop, construct and ~~underserved~~provide ~~consumer~~telecommunication ~~markets~~networks incomprising ~~the~~satellite ~~Americas~~ground assegment ~~well~~systems asand terminals to mobile system operators and our enterprise customers. We offer a robust suite of integrated, multi-transport solutions to enable airline and ~~government~~airline ~~markets~~service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. As of December 31, 2024, we had 883,000 Broadband subscribers.

We ~~also~~currently ~~design,~~lease ~~provide~~the ~~and~~capacity ~~install~~of ~~gateway~~EchoStar ~~and~~XXIV ~~terminal~~from ~~equipment~~an toaffiliate ~~customers~~of ~~for~~ours, ~~other~~EchoStar ~~satellite~~XXIV ~~systems~~L. ~~In addition~~L.C., weeffective ~~design,~~December ~~develop,~~2023. ~~construct~~The ~~and~~EchoStar ~~provide~~XXIV ~~telecommunication networks comprising~~ satellite ~~ground~~began ~~segment~~service ~~systems~~in ~~and~~December 2023, ~~terminals~~bringing toadditional ~~mobile~~broadband ~~system~~capacity ~~operators~~across North and ~~other~~South ~~enterprise~~America ~~customers.~~and Weis ~~also~~an ~~offer~~integral apart ~~robust suite~~ of ~~integrated,~~our ~~multi-transport~~satellite ~~solutions~~services ~~to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and~~ business ~~aviation~~.

We ~~currently operate in two business segments:~~

•Hughes segment — which provides broadband services to consumer customers, which include home and small to medium-sized businesses. We also provide satellite and multi-transport technologies and managed network services to telecommunications providers, aeronautical service providers, civilian and defense government entities, and other enterprise customers. We also design, provide and install gateway and terminal equipment to customers for other satellite systems. In addition, we design, develop, construct and provide telecommunication networks comprising satellite ground segment systems and terminals to mobile system operators and other enterprise customers. We also offer a robust suite of integrated, multi-transport solutions to enable airline and airline service providers to deliver reliable in-flight network connectivity serving both commercial and business aviation. The EchoStar XXIV satellite began service in December 2023, bringing additional broadband capacity across North and South America and is expected to be an integral part of our satellite service business.

•EchoStar Satellite Services segment (“ESS segment”) — which provides satellite services on a full-time and/or occasional-use basis to U.S. government service providers, internet service providers, broadcast news organizations, content providers and private enterprise customers. We operate our ESS business using primarily the EchoStar IX satellite and the EchoStar 105/SES-11 satellite and related infrastructure. Revenue in our ESS segment depends largely on our ability to make continuous use of our available satellite capacity on behalf of existing customers and our ability to enter into commercial relationships with new customers.

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 Corporate and Other in our segment reporting. We also divide our operations by primary geographic market as follows: (i) North America (the U.S. and its territories, Mexico, and Canada); (ii) South and Central America and (iii) Other (Asia, Africa, Australia, Europe, India, and the Middle East). Refer to Note 19. Segment Reporting for further detail.F-9

On December 31, 2023, EchoStar 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 EchoStar, EAV Corp., a Nevada corporation and its wholly owned subsidiary (“Merger Sub”), and DISH Network, pursuant to which EchoStar 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 EchoStar’s wholly owned subsidiary.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

These Consolidated Financial Statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities in which we are the primary beneficiary and in other entities in which we own more than 50% of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a non-controlling interest within shareholder’s equity for the portion of the entity’s equity attributed to the non-controlling ownership interests. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.

~~All~~The ~~amounts~~accompanying ~~presented~~consolidated infinancial ~~these~~statements ~~Consolidated~~include ~~Financial~~all ~~Statements~~balances and results of operations of HSSC and our consolidated subsidiaries and are ~~expressed~~prepared in ~~thousands~~conformity ofwith U.S. ~~dollars~~generally accepted accounting principles (“GAAP”). We consolidate all majority owned subsidiaries, ~~except~~investments ~~share~~in entities in which we have controlling influence and ~~per~~VIEs ~~share~~where ~~amounts~~we have been determined to be the primary beneficiary. Minority interests are recorded as noncontrolling interests or redeemable noncontrolling interests. Non-consolidated investments are accounted for using the equity method when we have the ability to significantly influence the operating decisions of the investee. When we do not have the ability to significantly influence the operating decisions of an investee, these equity securities are classified as either marketable investment securities or other investments, which will be initially recorded at cost, and ~~unless~~based ~~otherwise~~on ~~noted~~observable market prices, will be adjusted to their fair value. We record fair value adjustments in “Other, net” within “Other Income (Expense)” on our Consolidated Statements of Operations. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the reported amounts ~~reported~~of inassets ~~these~~and ~~Consolidated~~liabilities ~~Financial~~and ~~Statements.~~disclosure ~~The most significant estimates~~of contingent assets and ~~assumptions are used in determining:~~liabilities ~~(i)~~at ~~inputs~~the ~~used~~date toof ~~recognize~~the ~~revenue~~financial ~~over~~statements ~~time,~~and ~~including~~the ~~amortization~~reported ~~periods~~amounts of revenue and expense for ~~deferred~~each ~~contract~~reporting ~~acquisition~~period. ~~costs~~Estimates ~~and~~are ~~relative~~based ~~standalone~~on ~~selling~~historical ~~prices~~experience, ofobservable ~~performance~~market ~~obligations;~~inputs, ~~(ii)~~and ~~allowances~~other reasonable assumptions in accounting for, ~~doubtful~~among ~~accounts~~other ~~and~~things, ~~estimated~~allowances for credit losses, onself-insurance ~~investments;~~obligations, ~~(iii)~~ deferred taxes and related valuation allowances, ~~including~~ uncertain tax positions;, ~~(iv)~~ loss contingencies;, ~~(v)~~ fair value of financial instruments;, ~~(vi)~~fair value of options granted under EchoStar’s stock based compensation plans, fair value of assets and liabilities acquired in business combinations;, inputs or outputs used to recognize revenue over time, including amortization periods for deferred contract acquisition costs and ~~(vii)~~relative standalone selling prices of performance obligations, finance leases, asset impairments, estimates of future cash flows used to evaluate and recognize impairments, useful lives of property, equipment and intangible assets, and incremental borrowing rate (“IBR”) on lease right of use assets, nonrefundable upfront fees, independent third-party retailer incentives and subscriber lives and likelihood of certain contingent events. Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

WeCash ~~base our estimates~~ and ~~assumptions~~Cash on historical experience, observable market inputs and on various other factors that we believe to be relevant under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from previously estimated amounts and such differences may be material to our financial statements. Additionally, changing economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. We review our estimates and assumptions periodically and the effects of revisions thereto are reflected in the period they occur or prospectively if the revised estimate affects future periods. Equivalents

~~Fair~~We ~~Value~~consider ~~Measurements~~all liquid investments purchased with a remaining maturity of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents as of December 31, 2024 and 2023 may consist of money market funds, government bonds, corporate notes and commercial paper. The amortized cost of these investments approximates their fair value.

WeConcentration determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of ~~values,~~Credit followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We utilize the highest level of inputs available according to the following hierarchy in determining fair value: Risk

~~•Level~~Cash 1and cash equivalents are maintained with several financial institutions domestically and internationally. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with investment-grade ~~Defined~~credit asratings. ~~observable~~We ~~inputs~~routinely ~~being~~assess ~~quoted~~the ~~prices~~financial instrength ~~active~~of ~~markets~~significant ~~for~~customers, ~~identical~~and ~~assets;~~this assessment,

~~•Level 2~~ F- Defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and 10

~~•Level~~Table ~~3 - Defined as unobservable inputs for which little or no market data exists, consistent with characteristics~~ of ~~the asset or liability that would be considered by market participants in a transaction to purchase or sell the asset or liability.~~ Contents

~~Fair~~HUGHES ~~values~~SATELLITE ofSYSTEMS our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to determine fair value of our investments in marketable debt securities. Fair values for our outstanding debt are based on quoted market prices in less active markets and are categorized as Level 2 measurements. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing and the assignment of purchase consideration to assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. CORPORATION

~~Transfers~~NOTES ~~between~~TO ~~levels~~CONSOLIDATED inFINANCIAL ~~the~~STATEMENTS ~~fair~~– ~~value hierarchy are considered to occur at the beginning of the quarterly accounting period. There were no transfers between levels during the year ended December 31, 2023 and December 31, 2022.~~CONTINUED

As of December 31, 2023 and 2022, the carrying amounts of our cash and cash equivalents, trade accounts receivable and contract assets, net, trade accounts payable, and accrued expenses and other current liabilities were equal to or approximated their fair value due to their short-term nature or proximity to current market rates.

~~Revenue~~combined ~~Recognition~~with the large number and geographical diversity of its customers, limits our concentration of risk with respect to receivables from contracts with customers.

~~Overview~~During the year ended December 31, 2024 we wrote off the portion of the balance owed from a single significant customer which was not previously included in our allowance for credit losses to bad debt expense, which is a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations. As of December 31, 2024 our concentration of credit risk is approximately evenly spread across our portfolio.

~~Revenue~~Marketable isInvestment recognized upon transfer of control of the promised goods or our performance of the services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Securities

WeAll ~~also~~equity ~~recognize~~securities ~~lease~~are ~~revenue~~carried ~~which~~at isfair ~~derived from leases of property and equipment which~~value, ~~for~~with ~~operating~~changes ~~leases, is reported~~ in ~~Services~~fair ~~and~~value ~~other~~recognized ~~revenue~~ in ~~the Consolidated Statements of Operations and~~“Other, ~~for~~net” ~~sales-type~~within ~~leases,~~“Other isincome ~~reported~~(expense)” inon ~~Equipment~~our ~~revenue in the~~ Consolidated Statements of Operations. Certain of our customer contracts contain embedded equipment leases, which we separate from non-lease components of the contract based on the relative standalone selling prices of the lease and non-lease components.

~~Hughes Segment~~

~~Our~~All ~~Hughes~~debt ~~segment~~securities ~~service~~are ~~contracts~~classified ~~typically~~as ~~obligate us to provide substantially the same services on a recurring basis in exchange~~ available-for-sale ~~fixed recurring fees over the term of the contract. We satisfy such performance obligations over time~~ and ~~recognize revenue ratably as services~~ are ~~rendered~~recorded ~~over~~at ~~the~~fair ~~service period~~value. ~~Certain of our contracts with service obligations provide for fees based on usage, capacity or volume.~~ We ~~satisfy~~report ~~these~~the ~~performance~~temporary ~~obligations~~unrealized gains and ~~recognize~~losses ~~the~~ related ~~revenue~~to atchanges ~~the point~~ in ~~time,~~market orconditions ~~over~~of ~~the~~marketable ~~period,~~debt ~~when~~securities ~~the~~as ~~services~~a ~~are~~separate ~~rendered.~~component ~~Our~~of ~~Hughes~~“Accumulated ~~segment~~other ~~also~~comprehensive ~~sells~~income ~~and~~(loss)” ~~leases~~within ~~communications~~“Stockholder’s ~~equipment~~Equity to(Deficit),” ~~its~~net ~~customers. Revenue~~of ~~from~~related ~~equipment~~deferred ~~sales~~income ~~generally~~tax ison ~~recognized~~our ~~based~~Consolidated ~~upon~~Balance ~~shipment terms~~Sheets. ~~Our~~The ~~equipment~~changes ~~sales~~in ~~contracts typically include standard product warranties, but generally do not provide for returns or refunds. Revenue for extended warranties is recognized ratably over~~ the ~~extended~~fair ~~warranty~~value ~~period.~~of ~~For~~marketable ~~contracts~~debt ~~with multiple performance obligations~~securities, wewhich ~~typically~~are ~~allocate~~determined ~~the contract’s transaction price~~ to ~~each~~be ~~performance~~company ~~obligation~~specific ~~based~~credit onlosses ~~their~~are ~~relative~~recorded ~~standalone~~in ~~selling~~“Other, ~~prices.~~net” ~~When~~within ~~the~~“Other ~~standalone~~Income ~~selling~~(Expense)” ~~price~~on ~~is not observable,~~ our ~~primary~~Consolidated ~~method~~Statements ~~used to estimate standalone selling price is the expected cost plus a margin. Our contracts generally require customer payments to be made at or shortly after the time we transfer control~~ of ~~goods or perform the services~~Operations.

In addition to equipment and service offerings, our Hughes segment also enters into long-term contracts to design, develop, construct and install complex telecommunication networks for mobile system operators and enterprise customers. Revenue from such contracts is generally recognized over time as a measure of progress that depicts the transfer of control of the goods or services to the customer. Depending on the nature of the arrangement, we measure progress toward contract completion using an appropriate input method or output method. Under the input method, we recognize the transaction price as revenue based on the ratio of costs incurred to estimated total costs at completion. Under the output method, revenue and cost of sales are recognized as products are delivered based on the expected profit for the entire agreement. Profit margins on long-term contracts generally are based on estimates of revenue and costs at completion. We review and revise our estimates periodically and recognize related adjustments in the period in which the revisions are made. Estimated losses on contracts are recorded in the period in which they are identified. We generally receive interim payments as work progresses, although for some contracts, we may be entitled to receive an advance payment.

We ~~derive~~evaluate aour ~~portion~~debt ofinvestment ~~our~~portfolio ~~revenues~~to ~~from~~determine ~~contracts~~whether ~~with~~declines ~~customers~~in ~~for~~the ~~connectivity~~fair ~~services.~~value ~~These~~of ~~contracts~~these ~~typically~~securities ~~require~~are ~~advance~~related orto ~~recurring~~credit ~~monthly~~loss. ~~payments~~Management byestimates ~~the~~credit ~~customer.~~losses ~~Our~~on ~~obligation~~marketable todebt ~~provide~~securities ~~connectivity~~utilizing ~~services~~a iscredit ~~satisfied~~loss ~~over~~impairment ~~time~~model ason a quarterly basis. We estimate the ~~customer~~expected ~~simultaneously~~credit ~~receives~~losses, ~~and~~measured ~~consumes~~over the ~~benefits~~contractual ~~provided.~~life ~~The~~of ~~measure~~marketable ofdebt ~~progress~~securities ~~over~~considering ~~time~~relevant isissuer ~~generally~~specific ~~based~~factors, ~~upon~~including, ~~usage~~but not limited to, a decrease in credit ratings or an entity’s ability to pay.

~~ESS Segment~~

~~Generally,~~Receivables ~~our ESS segment service contracts with customers contain a single performance obligation~~ and, ~~therefore,~~Related ~~there~~Allowance ~~is no need to allocate the transaction price. We transfer control and recognize revenue~~ for ~~satellite~~Credit ~~services at the point in time or over the period when the services are rendered.~~ Losses

~~Lease~~General ~~Revenue~~Accounts Receivable

We lease satellite capacity, communications equipment and real estate to certain of our customers. We identify and determine the classification of such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets the criteria for a finance lease; otherwise it is classified as an operating lease. Some of our leases are embedded in contracts with customers that include non-lease performance obligations. For such contracts, except where we have elected otherwise, we allocate consideration in the contract between lease and non-lease components based on their relative standalone selling prices. We elected an accounting policy to not separate the lease of equipment from related services in our HughesNet satellite internet service (the “HughesNet service”) contracts with customers and account for all revenue from such contracts as non-lease service revenue. Assets subject to operating leases remain in Property and equipment, net and continue to be depreciated. Assets subject to sales-type leases are derecognized from Property and equipment, net at lease commencement and a net investment in the lease asset is recognized in Trade accounts receivable and contract assets, net and Other non-current assets, net.

~~Operating~~Trade ~~lease~~accounts ~~revenue~~receivable isrepresent ~~generally~~our ~~recognized~~unconditional onrights ato ~~straight-line~~consideration ~~basis~~arising ~~over~~from ~~the~~our ~~lease~~performance ~~term.~~under ~~Sales-type~~our ~~lease~~customer ~~revenue~~contracts and aare ~~corresponding~~recorded ~~receivable~~at ~~generally~~cost less an allowance for expected credit losses that are ~~recognized~~not atexpected ~~lease~~to ~~commencement~~be ~~based~~recovered. onWe ~~the~~maintain ~~present~~allowances ~~value~~for ofcredit losses resulting from the ~~future~~expected ~~lease~~failure ~~payments~~or ~~and~~inability ~~related~~of ~~interest~~our ~~income~~customers onto ~~the~~make ~~receivable~~required ispayments. ~~recognized~~We ~~over~~recognize the ~~lease~~allowance ~~term.~~for ~~Payments~~expected ~~under~~credit ~~sales-type~~losses ~~leases~~at ~~are~~inception ~~discounted~~and ~~using~~reassess ~~the~~quarterly ~~interest~~based ~~rate~~on ~~implicit~~management’s inexpectation of the ~~lease~~asset’s orcollectability. ~~our~~Management ~~incremental~~estimates ~~borrowing~~credit ~~rate~~losses ifon ~~the~~financial ~~interest~~assets, ~~rate~~including ~~implicit~~our intrade ~~the~~accounts ~~lease~~receivable, ~~cannot~~utilizing bea ~~reasonably~~current ~~determined~~expected credit loss impairment model. We ~~report~~estimate ~~revenue~~the ~~from~~expected ~~sales-type~~credit ~~leases~~losses, atmeasured over the ~~commencement~~contractual ~~date~~life ~~and~~of ~~periodic~~an ~~interest~~asset ~~income~~considering inrelevant ~~Equipment~~historical ~~revenue.~~loss Weinformation, ~~report~~credit ~~operating~~quality ~~lease~~of ~~revenue~~the incustomer ~~Services~~base, current economic conditions and ~~other~~forecasts ~~revenue~~of future economic conditions.

~~Other~~

~~Sales~~In ~~and~~determining ~~Value~~the ~~Added~~allowance ~~Taxes~~for credit losses, ~~Universal~~management ~~Service~~groups ~~Fees~~similar types of financial assets with consistent risk characteristics. Pools identified by management include, but are not limited to residential customers, commercial customers and ~~other~~enterprise ~~taxes~~customers. ~~that~~The werisk ~~collect~~characteristics ~~concurrent~~of ~~with~~the ~~revenue~~financial ~~producing~~asset ~~activities~~portfolios are ~~excluded~~monitored ~~from~~by ~~revenue~~management and ~~included~~reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in ~~Accrued~~the ~~expenses~~unemployment ~~and~~rate, ~~other~~external economic forecasts and current ~~liabilities~~collection inrates. Our estimates of the ~~Consolidated~~allowance ~~Balance~~for ~~Sheets~~credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Past due trade accounts receivable balances are written off against our allowance for credit losses when our internal collection efforts have been unsuccessful.

Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost after control over a product has transferred to the customer and are included in Cost of sales - equipment in the Consolidated Statements of Operations at the time of shipment.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Cost of Sales - Services and Other~~

Cost of sales - services and other in the Consolidated Statements of Operations primarily consists of costs of satellite capacity and services, hub infrastructure, customer care, wireline and wireless capacity and direct labor costs associated with the services provided and is generally charged to expense as incurred. Inventory

~~Cost of Sales - Equipment~~

~~Cost~~Inventory is stated at the lower of ~~sales~~cost -or ~~equipment~~net inrealizable value. Cost is determined using the ~~Consolidated~~first-in, ~~Statements~~first-out method. The cost of ~~Operations~~manufactured ~~primarily~~inventory ~~consists~~includes the cost of ~~inventory~~materials, ~~costs~~labor, ~~including~~ freight-in, ~~and~~ royalties, and manufacturing overhead. Net realizable value is ~~generally~~calculated ~~recognized~~as atthe estimated selling price less reasonable costs necessary to complete, sell, transport and dispose of the ~~point~~inventory. inWe ~~time~~record write downs for inventory for obsolete and slow moving items based on trends and experience. We enter into arrangements with distributors where physical delivery of a product to a distributor has occurred, but we maintain control of the ~~equipment~~product until such time it is ~~passed~~sold to ~~the~~an ~~customer~~end ~~and~~consumer. ~~related~~For ~~revenue~~these isarrangements, ~~recognized~~we account for the products as consigned inventory.

Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are also included in Cost of sales - equipment in the Consolidated Statements of Operations.

~~Stock-based~~Property ~~Compensation~~and ~~Expense~~Equipment

Stock-based compensation expense is recognized based on the fair value of stock awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense for awards with service conditions only is recognized on a straight-line basis over the requisite service period for the entire award. Compensation expense for awards subject to performance conditions is recognized only when satisfaction of the performance condition is probable.

Property and equipment, including capitalized expenditures related to our satellites, are stated at cost less depreciation and impairment losses, if any. Capitalized expenditures include the cost of long-lived assets, plus the cost to construct the asset such as labor and overhead directly benefiting the asset. Interest is capitalized when pre-construction activity commences and ends once the asset is ready for its intended purpose. Our equipment leased to customers is generally capitalized when they are installed in customers’ homes. We have certain assets acquired under finance leases. The recorded costs of those assets are the present values of all lease payments. We amortize our finance lease right of use (“ROU”) assets over their respective lease terms.

If a satellite were to fail while in-orbit, the resultant loss would be charged to expense in the period such loss was incurred. The amount of any such loss would be reduced to the extent of insurance proceeds estimated to be received, if any. Depreciation is recorded on a straight-line basis over useful lives ranging from one to 30 years. Repair and maintenance costs are charged to expense when incurred. Renewals and improvements that add value or extend the asset’s useful life are capitalized.

Internal Use Software

We capitalize certain costs related to developing or acquiring internal use software. Capitalization of software costs begins once the preliminary project stage is completed and we commit to funding the software project. Capitalizing ceases when the software project is ready for its intended use. Capitalized software costs are recorded in “Property and equipment, net” on our Consolidated Balance Sheets and are amortized over the estimated useful life of the software. Costs incurred during the preliminary project stage plus costs associated with training and maintenance are expensed as incurred.

Asset Retirement Obligation

We record an asset retirement obligation for the estimated fair value of legal obligations associated with the retirement of tangible long-lived assets and a corresponding increase in the carrying amount of the related asset in the period in which the obligation is incurred. In periods subsequent to initial measurement, we recognize changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset.

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Table of Contents

HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Advertising Costs~~

~~Advertising~~Other ~~costs are expensed as incurred and are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.~~ Investments

~~Research and Development~~

~~Research~~Equity ~~and~~Method ~~development costs, not incurred in connection with customer requirements, are generally expensed when incurred.~~ Investments

~~Debt Issuance Costs~~

~~Costs~~We ofuse ~~issuing~~the ~~debt~~equity ~~generally~~method ~~are~~to ~~deferred~~account ~~and~~for ~~amortized~~investments ~~utilizing~~when we have the ~~effective~~ability ~~interest~~to ~~method,~~exercise ~~with~~significant ~~amortization~~influence ~~included~~on inthe ~~Interest~~operating ~~expense,~~decisions of the affiliate. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of ~~amounts~~the ~~capitalized~~investee, which is reported in ~~the~~“Other, net” on our Consolidated Statements of Operations. WeThe ~~report~~carrying ~~unamortized~~amount ~~debt~~of ~~issuance~~such ~~costs~~investments asincludes a ~~reduction~~component of goodwill when the ~~related~~cost ~~long-term~~of ~~debt~~our ininvestment exceeds the ~~Consolidated~~fair ~~Balance~~value ~~Sheets~~of the underlying identifiable assets and liabilities of the affiliate. Dividends received from these affiliates reduces the carrying amount of our investment.

~~Foreign Currency~~

~~The~~Cost ~~functional~~Method currency for certain of our foreign operations is determined to be the local currency. Accordingly, we translate assets and liabilities of these foreign entities from their local currencies to U.S. dollars using period-end exchange rates and translate income and expense accounts at monthly average rates. The resulting translation adjustments are reported as Foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income (Loss). Except in certain uncommon circumstances, we have not recorded deferred income taxes related to our foreign currency translation adjustments.Investments

Gains and losses resulting from the re-measurement of transactions denominated in foreign currencies are recognized in Foreign currency transaction gains (losses), net in the Consolidated Statements of Operations.

~~Income~~We ~~Taxes~~generally measure investments in non-publicly traded equity instruments without a readily determinable fair value at cost adjusted for observable price changes in orderly transactions for the identical or similar securities of the same issuer and changes resulting from impairments, if any. Other equity instruments are measured to determine their value based on observable market information. When we adjust the carrying amount of an investment to its estimated fair value, the gain or loss is recorded in “Other, net” on our Consolidated Statements of Operations.

We are included in the consolidated federal income tax return of EchoStar. We recognize a provision or benefit for income taxes currently payable or receivable and for income tax amounts deferred to future periods based upon a separate return allocation method which results in income tax expense that approximates the expense that would result if we were a stand-alone entity. Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between GAAP carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are offset by valuation allowances when we determine it is more likely than not that such deferred tax assets will not be realized in the foreseeable future. We determine deferred tax assets and liabilities separately for each taxing jurisdiction and report the net amount for each jurisdiction as a non-current asset or liability in the Consolidated Balance Sheets.

~~From~~Other ~~time~~Debt to time, we engage in transactions where the income tax consequences are uncertain. We recognize tax benefits when, in management’s judgment, a tax filing position is more likely than not to be sustained if challenged by the tax authorities. For tax positions that meet the more-likely-than-not threshold, we may not recognize a portion of a tax benefit depending on management’s assessment of how the tax position will ultimately be settled. Unrecognized tax benefits generally are netted against the deferred tax assets associated with our net operating loss and tax credit carryforwards. We adjust our estimates periodically based on ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and precedent. Estimates of our uncertain tax positions are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, we will record additional income tax provision or benefit in the period in which such resolution occurs. We classify interest and penalties, if any, associated with our unrecognized tax benefits as a component of income tax provision or benefit.Investments

We generally record our investments in non-publicly traded debt instruments without a readily determinable fair value at amortized cost. We recognize any discounts over the term of the loan in “Interest income” on the Consolidated Statements of Operations. In addition, from time to time, some of our debt instruments have interest income that is paid-in-kind, which is added to the principal balance to determine the then current interest income. When we adjust the carrying amount of an investment, the gain or loss is recorded in “Other, net” on our Consolidated Statements of Operations.

Impairment Considerations

We periodically evaluate all of our other investments to determine whether events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment. We consider information if provided to us by our investees such as current financial statements, business plans, investment documentation, capitalization tables, liquidation waterfalls, litigation updates and board materials; and we may make additional inquiries of investee management.

Indicators of impairment may include, but are not limited to, unprofitable operations, material loss contingencies, changes in business strategy, changes in market trends or market conditions, changes in the investees’ enterprise value, regulatory matters, and changes in the investees’ investment pricing. When we determine that one of our other investments is impaired, we reduce its carrying value to its estimated fair value and recognize the impairment loss in “Other, net” on our Consolidated Statements of Operations.

Impairment of Long-Lived Assets and Finite-Lived Intangible Assets

We review our long-lived assets and identifiable finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets that have finite lives are amortized over their estimated useful lives. For assets which are held and used in operations, the asset would be impaired if the carrying amount of the asset (or asset group) exceeded its undiscounted future net cash flows. When an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following

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HUGHES SATELLITE SYSTEMS CORPORATION

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~~Lessee Accounting~~

Atapproaches: ~~the inception of a contract~~income, wecost ~~assess~~and/or ~~whether~~market. In the ~~contract~~event ~~is,~~of oran ~~contains~~impairment, a ~~lease.~~loss ~~The assessment~~ is ~~based~~recorded onin ~~(i)~~“Impairment ~~whether~~of ~~the~~long-lived ~~contract~~assets ~~involves~~and ~~the~~goodwill” ~~use~~on ofour aConsolidated ~~distinct~~Statements ~~identified~~of ~~asset,~~Operations ~~(ii)~~based ~~whether~~on ~~we obtain~~ the ~~right~~amount toby ~~substantially~~which ~~all~~ the ~~economic~~carrying ~~benefit~~amount ~~from~~exceeds the ~~use~~fair value of the long-lived asset ~~throughout~~or ~~the~~asset ~~period,~~group. ~~and~~Assets ~~(iii)~~which ~~whether~~are ~~we have the right~~ to ~~direct~~be ~~the~~disposed ~~use~~ of ~~the~~are ~~asset.~~reported ~~Our~~at ~~operating~~the ~~leases~~lower ~~consist primarily~~ of ~~leases for~~ the ~~EchoStar~~carrying ~~XXIV~~amount ~~satellite,~~or ~~EchoStar~~fair ~~office~~value ~~space,~~less ~~data~~costs ~~centers,~~to ~~and satellite-related ground infrastructure~~sell.

A lease is classified as a finance lease when one or more of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset or (v) the asset is of a specialized nature and there is not expected to be an alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any of these criteria. Our finance leases consist primarily of leases for satellite capacity.

~~All~~Fair ~~significant~~value, ~~lease~~using ~~arrangements~~the ~~are~~income ~~generally~~approach, ~~recognized~~is atdetermined ~~lease~~primarily ~~commencement.~~using ~~Operating~~a ~~lease~~discounted ~~right-of-use~~cash ~~(“ROU”)~~flow ~~assets~~model ~~and~~that ~~lease~~uses ~~liabilities~~the ~~are~~estimated ~~recognized~~cash atflows ~~commencement.~~associated Anwith ~~ROU~~the asset ~~and~~or ~~corresponding~~asset ~~lease~~group ~~liability~~under ~~are~~review, ~~not~~discounted ~~recorded~~at ~~for~~a ~~leases~~rate commensurate with anthe ~~initial~~risk ~~term~~involved. ofFair 12value, ~~months~~utilizing orthe ~~less~~cost ~~(short-term leases)~~approach, ~~and~~is wedetermined ~~recognize~~based ~~lease~~on ~~expense~~the ~~for~~replacement ~~these~~cost ~~leases~~of ~~as incurred over~~ the ~~lease~~asset ~~term.~~reduced ~~ROU~~for, ~~assets~~among ~~represent~~other ~~our~~things, ~~right~~depreciation toand ~~use~~obsolescence. anFair ~~underlying~~value, ~~asset~~utilizing ~~during~~ the ~~reasonably~~market ~~certain lease term~~approach, ~~and~~benchmarks ~~lease~~the ~~liabilities~~fair ~~represent~~value ~~our~~against ~~obligation to make lease payments arising from~~ the ~~lease.~~carrying ~~Our~~amount ~~lease~~of ~~terms may include options to extend or terminate~~ the ~~lease when it is reasonably certain that we will exercise that option~~asset.

The ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments, discounted using an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities are based on the original lease terms. In determining our incremental borrowing rate, we consider the lease term, secured incremental borrowing rate, and for leases denominated in a currency different than U.S. dollar, the collateralized borrowing rate in the foreign currency using the U.S. dollar and foreign currency swap spread, when available.

WeSatellite report operating lease ROU assets in Operating lease right-of-use assets and operating lease liabilities in Accrued expenses and other current liabilities and Operating lease liabilities. We report finance lease ROU assets in Property and equipment, net and finance lease liabilities in Current portion of long-term debt, net and Long-term debt, net. Fleet

~~Other Comprehensive Income (Loss)~~

~~The~~We ~~amounts~~evaluate ~~reclassified~~our tosatellites ~~net~~for ~~income~~impairment ~~(loss)~~and ~~related~~test tofor ~~unrealized~~recoverability ~~gain~~whenever ~~(loss)~~events onor ~~available-for-sale~~changes ~~securities~~in ~~are~~circumstances ~~included~~indicate that their carrying value may not be recoverable. Certain anomalies may be considered a significant adverse change in ~~Gains~~the ~~(losses)~~physical condition of a particular satellite. However, based on ~~investments~~redundancies designed within each satellite, ~~net~~certain inof ~~the~~these ~~Consolidated~~anomalies ~~Statements~~may not be considered significant events requiring a test of ~~Operations~~recoverability. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2024 and 2023. We will continue to monitor the satellite fleet for indicators of impairment.

~~Cash and Cash Equivalents~~

WeFinite-Lived ~~consider~~Regulatory all liquid investments purchased with an original maturity of less than 90 days to be cash equivalents. Cash equivalents as of December 31, 2023 and 2022 primarily consisted of commercial paper, government bonds, corporate notes and money market funds. The amortized cost of these investments approximates their fair value. Authorizations

We have regulatory authorizations that are not related to the FCC and have determined that they have finite lives due to uncertainties about the ability to extend or renew their terms. Finite lived regulatory authorizations are amortized over their estimated useful lives on a straight-line basis. Renewal costs are usually capitalized when they are incurred. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2024 and 2023.

Finite-Lived Intangible Assets

Intangible assets include customer relationships, trademarks, and certain below market contracts. These assets are amortized over their respective useful lives. We do not believe any triggering event has occurred which would indicate impairment as of December 31, 2024 and 2023.

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~~Marketable Investment Securities~~

~~Debt~~Indefinite-Lived ~~Securities~~Intangible Assets and Goodwill

Our corporate bond portfolio includes debt instruments issued by individual corporations, primarily in the industrial and financial services industries. Our commercial paper portfolio includes instruments issued by individual corporations, primarily in the industrial, financial services and utilities industries. Our other debt securities portfolio includes investments in various debt instruments, including U.S. government bonds and mutual funds. We consider all liquid investments purchased with an original maturity of 90 days or less to be cash equivalents.

We ~~account~~do ~~for~~not ~~our~~amortize ~~debt securities as available~~indefinite-~~for-sale~~lived orintangible ~~using~~assets ~~the~~and ~~fair~~goodwill ~~value~~but ~~option~~test ~~based~~these onassets ~~our~~for ~~investment~~impairment ~~strategy~~annually ~~for~~during the ~~securities.~~fourth ~~For~~quarter ~~available-for-sale~~or ~~debt~~more ~~securities,~~often weif ~~recognize~~indicators ~~periodic~~of ~~changes~~impairment inarise. ~~the~~We ~~difference~~have ~~between~~the ~~fair~~option ~~value~~to ~~and~~first ~~amortized~~perform ~~cost~~a inqualitative ~~Unrealized~~assessment ~~gains~~to ~~(losses)~~determine onwhether ~~available-for-sale~~it ~~securities~~is innecessary ~~the~~to ~~Consolidated~~perform ~~Statements~~a ofquantitative ~~Comprehensive~~impairment ~~Income (Loss)~~test. ~~Gains~~However, ~~and~~we ~~losses~~may ~~realized~~elect ~~upon~~to ~~sales~~bypass ofthe ~~available-for-sale~~qualitative ~~debt~~assessment ~~securities~~in ~~are~~any ~~reclassified~~period ~~from~~and ~~other~~proceed ~~comprehensive~~directly ~~income~~to ~~(loss)~~performing ~~and recognized on~~ the ~~trade~~quantitative ~~date~~impairment intest. ~~Gains~~Our ~~(losses)~~intangible onassets ~~investments,~~with ~~net~~indefinite inlives ~~the~~primarily ~~Consolidated~~consist ~~Statements~~ of ~~Operations.~~FCC Welicenses ~~use~~and ~~the~~certain ~~first-in,~~other ~~first-out~~contractual ~~(“FIFO”)~~or ~~method~~regulatory rights to ~~determine~~use ~~the~~spectrum ~~cost~~at ~~basis~~specified onorbital ~~sales of available-for-sale debt securities~~locations. ~~Interest~~Generally, ~~income~~we ~~from~~have ~~available-for-sale~~determined ~~debt~~that ~~securities~~our isFCC ~~reported~~licenses inhave ~~Interest~~indefinite ~~income,~~useful ~~net~~lives indue to the ~~Consolidated Statements of Operations.~~ following:

We evaluate our debt investment portfolio to determine whether declines in fair value of these securities are related to credit loss. Management estimates credit losses on marketable debt securities utilizing a credit loss impairment model on a quarterly basis. We estimate the expected credit losses, measured over the contractual life of marketable debt securities considering relevant issuer specific factors, including, but not limited to, a decrease in credit ratings or an entity’s ability to pay. Declines in the fair value of available-for-sale debt securities that are determined to be company specific credit losses are reclassified from other comprehensive income (loss) and recognized in Net income (loss) in the Consolidated Statements of Operations, thus establishing a new cost basis for the investment.

~~From~~● ~~time~~FCC tolicenses ~~time~~are wea ~~make~~non-depleting strategic investments in marketable corporate debt securities. Generally, we elect to account for these debt securities using the fair value option because it results in consistency in accounting for unrealized gains and losses for all securities in our portfolio of strategic investments. When we elect the fair value option for investments in debt securities, we recognize periodic changes in fair value of these securities in Gains (losses) on investments, net in the Consolidated Statements of Operations. Interest income from these securities is reported in Interest income, net in the Consolidated Statements of Operations. asset;

~~Equity~~● ~~Securities~~existing FCC licenses are integral to our business segments and will contribute to cash flows indefinitely;

We● ~~account~~replacement ~~for~~satellite ~~equity~~applications ~~securities~~are ~~with~~generally ~~readily~~authorized ~~determinable~~by ~~fair values at fair value and recognize periodic changes in~~ the ~~fair~~FCC ~~value~~subject into ~~Gains~~certain ~~(losses) on investments~~conditions, ~~net~~without insubstantial ~~the~~cost ~~Consolidated~~under ~~Statements~~a ofstable ~~Operations. We recognize dividend income on equity securities on the ex-dividend date and report such income in Other~~regulatory, ~~net~~legislative ~~in the Consolidated Statements of Operations. We had no equity securities with readily determinable fair values as of December 31, 2023~~ and ~~2022~~legal ~~respectively.~~ environment;

~~Restricted~~● ~~Marketable~~maintenance ~~Investment~~expenditures ~~Securities~~to obtain future cash flows are not significant;

~~Restricted~~● ~~marketable~~FCC ~~investment~~licenses ~~securities that~~ are pledged as collateral for our letters of credit and surety bonds are included in Other non-current assets, net in the Consolidated Balance Sheets. Restricted marketable securities are accounted for in the same manner as marketable securities that are not ~~restricted,~~technologically ~~but~~dependent; ~~are presented differently in the Consolidated Balance Sheets due to the restrictions.~~ and

●

we intend to use these assets indefinitely.

Hughes Segment Licenses

We combine all of our indefinite-lived Hughes segment licenses that we currently utilize or plan to utilize in the future into the appropriate unit of accounting. For 2024, 2023 and 2022, management performed a qualitative assessment to determine whether it was more likely than not that the fair value of the Hughes segment licenses exceeds the carrying amount. In our assessment, we considered several factors, including, among others, overall financial performance, industry and market considerations, and relevant company specific events. In contemplating all factors in their totality, we concluded that it is more likely than not that the fair value of the Hughes segment licenses exceeds the carrying amount. As such, no further analysis was required.

Goodwill

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets each year during the fourth quarter or more frequently if events or changes in circumstances indicate an impairment may be possible.

For the year ended December 31, 2023, our assessment indicated the goodwill attributed to certain acquisitions was no longer supported based on the sustained decrease in our parent, EchoStar’s market capitalization. As such, we recorded a total noncash impairment charge equal to all of our goodwill of approximately $533 million in “Impairment of long-lived assets and goodwill” on our Consolidated Statements of Operations.

Capitalized Interest

We capitalize interest associated with the acquisition or construction of certain assets, including, among other things, build-out costs associated with our satellites. Capitalization of interest begins when, among other things, steps are taken to prepare the asset for its intended use and ceases when the asset is ready for its intended use or when these activities are substantially suspended.

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HUGHES SATELLITE SYSTEMS CORPORATION

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~~Trade Accounts Receivable~~

Trade accounts receivable includes amounts billed and currently due from customers and represents our unconditional rights to consideration arising from our performance under our customer contracts. Trade accounts receivable also includes amounts due from customers under our leasing arrangements. We make ongoing estimates relating to the collectability of our trade accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make the required payments. In determining the amount of the allowance, we consider historical levels of credit losses and make judgments about the creditworthiness of our customers based on ongoing credit evaluations. Past due trade accounts receivable balances are written off when our internal collection efforts have been unsuccessful. Bad debt expense related to our trade accounts receivable and other contract assets is included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Concentration of Credit Risk

One customer represented approximately 19.0% of the balance of Trade accounts receivable as of December 31, 2023.

Contract Assets

Contract assets represent revenue that we have recognized in advance of billing the customer and are included in Trade accounts receivable and contract assets, net or Other non-current assets, net in the Consolidated Balance Sheets based on the expected timing of customer payment. Our contract assets typically relate to our long-term contracts where we recognize revenue using the cost-based input method and the revenue recognized exceeds the amount billed to the customer. Our contract assets also include receivables related to sales-type leases recognized over the lease term as the customer is billed.

Contract Acquisition Costs

Our contract acquisition costs represent incremental direct costs of obtaining a contract and consist primarily of sales incentives paid to employees and third-party representatives. When we determine that our contract acquisition costs are recoverable, we defer and amortize the costs over the contract term, or over the estimated life of the customer relationship if anticipated renewals are expected and the incentives payable upon renewal are not commensurate with the initial incentive. We amortize contract acquisition costs in proportion to the revenue to which the costs relate on a straight-line basis. We expense sales incentives as incurred if the expected amortization period is one year or less. Unamortized contract acquisition costs are included in Other non-current assets, net in the Consolidated Balance Sheets and related amortization expense is included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Inventory

Inventory is stated at the lower of cost or net realizable value. Cost of inventory is determined using the first-in-first-out and average cost methods and consists primarily of materials, direct labor and indirect overhead incurred in the procurement and manufacturing of our products. We use standard costing methodologies in determining the cost of certain of our finished goods and work-in-process inventories. We determine net realizable value using our best estimates of future use or recovery, considering the aging and composition of inventory balances, the effects of technological and/or design changes, forecasted future product demand based on firm or near-firm customer orders and alternative means of disposition of excess or obsolete items. We recognize losses within Cost of sales - equipment in the Consolidated Statements of Operations when we determine that the cost of inventory and commitments to purchase inventory exceed net realizable value.

Property and Equipment

Satellites

Satellites are stated at cost, less accumulated depreciation. Depreciation is recorded on a straight-line basis over their estimated useful lives. The cost of our satellites includes construction costs, including the present value of in-orbit incentives payable to the satellite manufacturer, launch costs, capitalized interest and related insurance premiums. We depreciate our owned satellites on a straight-line basis over the estimated useful life of each satellite.

We have satellites acquired under finance leases. The recorded costs of those satellites are the present values of all lease payments. We amortize our finance lease ROU satellites over their respective lease terms.

Our satellites may experience anomalies from time to time, some of which may have a significant adverse effect on their remaining useful lives, the commercial operation of the satellites or our operating results or financial position.

We evaluate our satellites for impairment and test for recoverability whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Certain anomalies may be considered a significant adverse change in the physical condition of a particular satellite. However, based on redundancies designed within each satellite, certain of these anomalies may not be considered to be significant events requiring a test of recoverability.

We generally do not carry in-orbit insurance on our satellites and payloads because we have assessed that the cost of insurance is not economical relative to the risk of failures. Therefore, we generally bear the risk of any in-orbit failures. However, we may be required to carry insurance on specific satellites and payloads per the terms of certain agreements. We will continue to assess circumstances going forward and make insurance-related decisions on a case-by-case basis.

Other Property and Equipment

Other property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded on a straight-line basis over their estimated useful lives. Other property and equipment includes: land; buildings and improvements; furniture, fixtures, equipment and internal-use software; customer premises equipment; and construction in process. Costs related to the procurement and development of software for internal-use are capitalized and amortized using the straight-line method over the estimated useful life of the software, not in excess of five years. Repair and maintenance costs are charged to expense when incurred.

Goodwill

We account for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. All of our goodwill is assigned to our Hughes segment.

We evaluate goodwill for impairment on an annual basis in our second fiscal quarter or whenever events and changes in circumstances indicate the carrying amounts may not be recoverable. Impairments may result from, among other things, deterioration in financial and operational performance, declines in stock price, increased attrition, adverse market conditions, adverse changes in applicable laws and/or regulations, deterioration of general macroeconomic conditions, fluctuations in foreign exchange rates, increased competitive markets in which we operate in, declining financial performance over a sustained period, changes in key personnel and/or strategy, and a variety of other factors. Our impairment assessment typically begins with a qualitative assessment to determine whether it is more likely than not the fair value of the reporting unit is less than its carrying amount. The qualitative assessment includes comparing the overall financial performance against the planned results. In the performance of the qualitative assessment, we analyze a variety of events or factors that may influence the fair value of the reporting unit, that could include, but are not limited to: macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events which requires significant judgment. If we determine in the qualitative assessment that it is more likely than not that the fair value is less than its carrying value, then we perform a quantitative assessment to determine the estimated fair value of the indefinite lived asset or reporting unit. We could also choose the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. In the quantitative assessment, fair value is usually estimated using two valuation approaches: the discounted cash flows method and the market comparable method. In the performance of the quantitative assessment, we use a variety of inputs, some of which may require significant judgment, that influence the fair value of the reporting unit, that could include, but are not limited to: discount rate, revenue growth rate, amount and timing of future cash flows, guideline public company metrics, and comparable market transactions. In addition, we also perform a market capitalization reconciliation to compare the estimated fair value, determined using the discounted cash flows method and the market comparable method, to the Company’s market capitalization as of the date of the test. If the carrying value exceeds the estimated fair value, then an impairment is recognized for the difference.

No impairments were indicated for any reporting unit for the years ended December 31, 2022 and 2021.

During the fourth quarter in 2023, EchoStar experienced a significant and sustained decrease in its market capitalization and concluded that the goodwill attributable to certain acquisitions was no longer supported. We concluded that this trend is an indicator with respect to the carrying value of goodwill at our entity’s reporting unit. Our assessment process included, among other things, discounted cash flow analyses, consideration of fair values of tangible and indefinite-lived intangible assets held by the reporting unit and the recent market capitalization. Our assessment indicated the goodwill attributed to certain acquisitions was no longer supported based on the sustained decrease in our parent’s market capitalization. As such, we recorded a total noncash impairment charge of approximately $532.9 million in “Impairment of long-lived assets and goodwill” on our Consolidated Statements of Operations and Comprehensive Income (Loss).

Regulatory Authorizations

Finite Lived

We have regulatory authorizations that are not related to the Federal Communications Commission (“FCC”) and have determined that they have finite lives due to uncertainties about the ability to extend or renew their terms.

Finite lived regulatory authorizations are amortized over their estimated useful lives on a straight-line basis. Renewal costs are usually capitalized when they are incurred.

Indefinite Lived

We also have indefinite lived regulatory authorizations that primarily consist of FCC authorizations and certain other contractual or regulatory rights to use spectrum at specified orbital locations. We have determined that our FCC authorizations generally have indefinite useful lives based on the following:

•FCC authorizations are non-depleting assets;

•Renewal satellite applications generally are authorized by the FCC subject to certain conditions, without substantial cost under a stable regulatory, legislative and legal environment;

•Expenditures required to maintain the authorization are not significant; and

•We intend to use these authorizations indefinitely.

Costs incurred to maintain or renew indefinite-lived regulatory authorizations are expensed as incurred.

Other Intangible Assets

Our other intangible assets consist of customer relationships, patents, trademarks and licenses which are amortized using the straight-line method over their estimated useful lives. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that indicate that the carrying amount of the assets may not be recoverable.

Impairment of Long-lived Assets

We review our long-lived assets for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets held and used in operations, the asset is not recoverable if the carrying amount of the asset exceeds its undiscounted estimated future net cash flows. When an asset is not recoverable, we adjust the carrying amount of such asset to its estimated fair value and recognize the impairment loss in Impairment of long-lived assets and goodwill in the Consolidated Statements of Operations.

Other Investments

Equity Method Investments

We use the equity method to account for investments when we have the ability to exercise significant influence on the operating decisions of the affiliate. Such investments are initially recorded at cost and subsequently adjusted for our proportionate share of the net earnings or loss of the investee, which is reported in Equity in earnings (losses) of unconsolidated affiliates, net in the Consolidated Statements of Operations. Additionally, the carrying amount of such investments includes a component of goodwill when the cost of our investment exceeds the fair value of the underlying identifiable assets and liabilities of the affiliate. Lastly, dividends received from these affiliates reduces the carrying amount of our investment.

Other Equity Investments

We generally measure investments in non-publicly traded equity instruments without a readily determinable fair value at cost adjusted for observable price changes in orderly transactions for the identical or similar securities of the same issuer and changes resulting from impairments, if any. Other equity instruments are measured to determine their value based on observable market information. When we adjust the carrying amount of an investment to its estimated fair value, the gain or loss is recorded in Gains (losses) on investments, net in the Consolidated Statements of Operations.

Impairment Considerations

We periodically evaluate all of our other investments to determine whether events or changes in circumstances have occurred that may have a significant adverse effect on the fair value of the investment. We consider information if provided to us by our investees such as current financial statements, business plans, investment documentation, capitalization tables, liquidation waterfalls, and board materials; and we may make additional inquiries of investee management.

Indicators of impairment may include, but are not limited to, unprofitable operations, material loss contingencies, changes in business strategy, changes in market trends or market conditions, changes in the investees’ enterprise value and changes in the investees’ investment pricing. When we determine that one of our other investments is impaired we reduce its carrying value to its estimated fair value and recognize the impairment loss in Other-than-temporary impairment losses on equity method investments or Gains (losses) on investments, net in the Consolidated Statements of Operations.

Contract Liabilities

Contract liabilities consist of advance payments and billings in excess of revenue recognized under customer contracts and are included in Contract liabilities or Other non-current liabilities in the Consolidated Balance Sheets based on the timing of when we expect to recognize revenue. We recognize contract liabilities as revenue after all revenue recognition criteria have been met.

Recently Adopted Accounting Pronouncements

Business Combinations

In October 2021, the FASB issued ASU No. 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022. The ASU is applied to business combinations occurring on or after the effective date.

~~Government~~When ~~Assistance~~we acquire a business that is not subject to rules pertaining to common control, we allocate the purchase price to the various components of the acquisition based upon the fair value of each component using various valuation techniques, including the market approach, income approach and/or cost approach. The accounting standard for business combinations requires identifiable assets, liabilities, noncontrolling interests and goodwill acquired to be recorded at acquisition date fair values. Transaction costs related to the acquisition of the business are expensed as incurred. Costs associated with the issuance of debt associated with a business combination are capitalized and included as a yield adjustment to the underlying debt’s stated rate.

On January 1, 2022, we adopted ASU No. 2021-10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires business entities (except for not-for-profit entities and employee benefit plans) to disclose information about certain government assistance they receive. The Company is currently participating in three government programs: New York-Connect America Fund, New York Broadband, and Affordable Connectivity Plan. The purpose of these programs is to provide internet and connectivity services to qualifying households in the United States. The Company is entitled to reimbursement from the government for services provided. We record gross monies received from government entities in Services and other revenue, and associated expenses such as salaries and supplies are recorded in Cost of sales - services and other, Research and development or Selling, general and administrative expenses, depending on the nature of expenditure. We accrue for reimbursement requests submitted to government entities in Trade accounts receivable and contract assets, net. During the year ended December 31, 2023, the Company recognized $17.4 million in Services and other revenue. As of December 31, 2023 we have trade accounts receivable of $2.9 million related to our government programs.

Acquired intangible assets other than goodwill are amortized over their estimated useful lives unless the lives are determined to be indefinite. Amortization of these intangible assets in general are recognized on a straight-line basis over an average finite useful life primarily ranging from approximately 5 to 20 years or in relation to the estimated discounted cash flows over the life of the intangible asset.

Sales Taxes

We account for sales taxes imposed on our goods and services on a net basis on our Consolidated Statements of Operations. Since we primarily act as an agent for the governmental authorities, the amount charged to the customer is collected and remitted directly to the appropriate jurisdictional entity.

Income Taxes

We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods. Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the book and tax basis of assets and liabilities. Deferred tax assets are offset by valuation allowances when we believe it is more likely than not that such net deferred tax assets will not be realized.

From time to time, we engage in transactions where the tax consequences may be subject to uncertainty. We record a liability when, in management’s judgment, a tax filing position does not meet the more likely than not threshold. For tax positions that meet the more likely than not threshold, we may record a liability depending on management’s assessment of how the tax position will ultimately be settled. We adjust our estimates periodically for ongoing examinations by and settlements with various taxing authorities, as well as changes in tax laws, regulations and precedent. We classify interest and penalties, if any, associated with our uncertain tax positions as a component of “Interest expense, net of amounts capitalized” and “Other, net,” respectively, on our Consolidated Statements of Operations.

Fair Value Measurements

We determine fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Market or observable inputs are the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs. We apply the following hierarchy in determining fair value:

●

Level 1, defined as observable inputs being quoted prices in active markets for identical assets;

●

Level 2, defined as observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets and liabilities in active markets; and quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Recently Issued Accounting Pronouncements Not Yet Adopted~~

~~Income~~● ~~Taxes~~Level -3, ~~Improvements~~defined toas ~~Income~~unobservable ~~Tax~~inputs ~~Disclosures~~for which little or no market data exists, consistent with reasonably available assumptions made by other participants therefore requiring assumptions based on the best information available.

InAs ~~December~~of ~~2023~~December 31, ~~the~~2024 ~~FASB~~and ~~issued ASU~~ 2023~~-09~~, ~~Income~~the ~~Taxes~~carrying ~~(Topic~~amount ~~740)~~for -cash ~~Improvements~~and tocash ~~Income Tax Disclosures (“ASU 2023-09”)~~equivalents, ~~which~~trade ~~will~~accounts ~~enhance~~receivable ~~income~~(net ~~tax~~of ~~disclosures.~~allowance ~~ASU~~for ~~2023-09~~credit ~~requires~~losses) ~~among~~and ~~other~~current ~~items~~liabilities ~~disaggregated~~(excluding ~~information~~the in“Current aportion ~~reporting~~of ~~entity’s~~long-term ~~rate~~debt ~~reconciliation table, clarification on uncertain tax positions~~ and ~~the~~other ~~related~~notes ~~financial~~payable”) ~~statement~~was ~~impact~~equal asto ~~well~~or asapproximated ~~information~~fair onvalue ~~income~~due ~~taxes~~to ~~paid~~their ~~on a disaggregated basis. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2023~~short-09term ~~will~~nature ~~have~~or onproximity ~~our~~to ~~Consolidated~~current ~~Financial~~market ~~Statements and related disclosures~~rates.

~~Segment~~Fair ~~Reporting~~values -of ~~Improvements~~our marketable investment securities are measured on a recurring basis based on a variety of observable market inputs. For our investments in publicly traded equity securities and U.S. government securities, fair value ordinarily is determined based on Level 1 measurements that reflect quoted prices for identical securities in active markets. Fair values of our investments in other marketable debt securities are generally based on Level 2 measurements as the markets for such debt securities are less active. We consider trades of identical debt securities on or near the measurement date as a strong indication of fair value and matrix pricing techniques that consider par value, coupon rate, credit quality, maturity and other relevant features may also be used to ~~Reportable~~determine ~~Segment~~fair ~~Disclosures~~value of our investments in marketable debt securities. Additionally, we use fair value measurements from time to time in connection with other investments, asset impairment testing and the assignment of purchase consideration to assets and liabilities of acquired companies. Those fair value measurements typically include significant unobservable inputs and are categorized within Level 3 of the fair value hierarchy. Transfers between levels in the fair value hierarchy are considered to occur at the beginning of the quarterly accounting period. See Note 5 for the fair value of our marketable investment securities.

InFair ~~November~~values ~~2023~~for ~~the~~our ~~FASB~~publicly ~~issued~~traded ~~ASU~~debt ~~2023-07~~securities ~~Segment~~are ~~Reporting~~based ~~(Topic~~on ~~280)-~~quoted ~~Improvements~~market ~~to Reportable Segment Disclosures (“ASU 2023-07”)~~prices, ~~which~~when ~~will~~available. ~~enhance~~The ~~financial~~fair ~~reporting~~values byof ~~providing~~private ~~additional~~debt ~~information~~are ~~about~~based aon, ~~public~~among ~~company’s~~other ~~significant~~things, ~~segment~~available ~~expenses~~trade information, and/or ~~more~~an ~~timely~~analysis ~~and~~in ~~detailed~~which ~~segment~~we ~~information~~evaluate ~~reporting~~market ~~throughout~~conditions, ~~the~~related ~~fiscal~~securities, ~~period.~~various ~~This~~public ~~standard~~and ~~will~~private beofferings, ~~effective~~and ~~for~~other ~~fiscal~~publicly ~~years~~available ~~beginning~~information. ~~after~~In ~~December~~performing ~~15,~~this ~~2023~~analysis, ~~and~~we ~~interim~~make ~~periods~~various ~~within~~assumptions ~~fiscal~~regarding, ~~years~~among ~~beginning~~other ~~after~~things, ~~December~~credit 15spreads, ~~2024.~~and ~~Early~~the ~~adoption~~impact isof ~~permitted.~~these Wefactors ~~are~~on ~~evaluating~~ the ~~impact~~value ~~the adoption~~ of ~~ASU~~the ~~2023-07~~debt ~~will~~securities. ~~have~~See onNote ~~our~~9 ~~Consolidated~~for ~~Financial~~the ~~Statements~~fair ~~and~~value ~~related~~of ~~disclosures~~our debt.

~~Business~~Deferred ~~Combinations~~Debt -Issuance ~~Joint~~Costs ~~Venture~~and ~~Formations~~Debt Discounts

In August 2023, the FASB issued ASU 2023-05 - Business Combinations—Joint Venture Formations (“ASU 2023-05”) to reduce diversity in practice and provide decision-useful information to a joint venture’s investors. The ASU requires that a joint venture apply a new basis of accounting upon formation. Specifically, the newly formed joint venture will be required to recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this ASU do not amend the definition of a joint venture, the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received after its formation. The guidance in this ASU is effective prospectively for all joint ventures with a formation date on or after January 1, 2025. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. We plan to adopt this new guidance prospectively to all newly formed joint ventures on or after January 1, 2025 and we do not expect this ASU to have a material impact on our Consolidated Financial Statements.

~~Leases~~Costs of issuing debt, including premiums and discounts relative to par value, are generally deferred and amortized to “Interest expense, net of amounts capitalized” on our Consolidated Statements of Operations using the effective interest rate method over the terms of the respective notes. We report unamortized debt issuance costs as a reduction of the related long-term ~~Common~~debt ~~Control~~on ~~Arrangements~~our Consolidated Balance Sheets. See Note 9 for further information.

In March 2023, the FASB issued ASU 2023-01 - Leases (Topic 842): Common Control Arrangements (“ASU 2023-01). Among other things, this ASU requires all lessees to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control at the end of the lease. Additional disclosures are required when the useful life of leasehold improvements to the common control group exceeds the related lease term. The guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We plan to adopt this new guidance prospectively to all new leasehold improvements recognized on or after January 1, 2024 and we do not expect it to have a material impact on our Consolidated Financial Statements.

~~Reference~~Revenue ~~Rate Reform~~Recognition

InHughes March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848) (“ASU 2020-04”), and all subsequent amendments to the initial guidance, codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2024. We expect to utilize the optional expedients provided by the guidance for contracts amended solely to use an alternative reference rate. We have evaluated the new guidance and we are in the process of implementing this ASU, and all subsequent amendments, and do not expect them to have a material impact on our Consolidated Financial Statements.Segment

Our Hughes segment service contracts typically obligate us to provide substantially the same services on a recurring basis in exchange for fixed recurring fees over the term of the contract. We satisfy such performance obligations over time and recognize revenue ratably as services are rendered over the service period. Certain of our contracts with service obligations provide for fees based on usage, capacity or volume. We satisfy these performance obligations and recognize the related revenue at the point in time, or over the period, when the services are rendered. Our Hughes segment also sells and leases communications equipment to its customers. Revenue from equipment sales generally is recognized based upon shipment terms. Our equipment sales contracts typically include standard product warranties, but generally do not provide for returns or refunds.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~NOTE 3. REVENUE RECOGNITION~~

Revenue for extended warranties is recognized ratably over the extended warranty period. For contracts with multiple performance obligations, we typically allocate the contract’s transaction price to each performance obligation based on their relative standalone selling prices. When the standalone selling price is not observable, our primary method used to estimate standalone selling price is the expected cost plus a margin. Our contracts generally require customer payments to be made at or shortly after the time we transfer control of goods or perform the services.

We derive a portion of our revenues from contracts with customers for connectivity services. These contracts typically require advance or recurring monthly payments by the customer. Our obligation to provide connectivity services is satisfied over time as the customer simultaneously receives and consumes the benefits provided. The measure of progress over time is generally based upon usage.

Generally, our satellite service contracts with customers contain a single performance obligation and, therefore, there is no need to allocate the transaction price. We transfer control and recognize revenue for satellite services at the point in time or over the period when the services are rendered.

Governmental Funding

We participate in various United States federal and state programs, including, but not limited to, the Affordable Connectivity Program (“ACP”) under which eligible low-income households may receive a discount off the cost of broadband service and certain connected devices, and participating providers can receive a reimbursement for such discounts. The ACP program funding concluded on June 1, 2024. This revenue is included in “Service revenue” on our Consolidated Statements of Operations. Corresponding receivables are recorded when services have been provided to the customers and costs incurred, but cash has not been received. These amounts are included in “Trade accounts receivable and contract assets, net” on our Consolidated Balance Sheets.

Contract Balances

~~The following table presents the components of our contract balances:~~

	As of December 31,
	2023		2022
Trade accounts receivable and contract assets, net:
Sales and services	$	177,989	$	170,466
Leasing	10,230		7,935
Total trade accounts receivable	188,219		178,401
Contract assets	66,095		73,293
Allowance for doubtful accounts	(20,399)		(15,358)
Total trade accounts receivable and contract assets, net	$	233,915	$	236,336
Contract liabilities:
Current	$	116,187	$	121,739
Non-current	7,401		8,326
Total contract liabilities	$	123,588	$	130,065

The timing of revenue recognition generally differs from the timing of invoicing to customers. A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must perform additional services in order to receive consideration). Amounts are recorded as trade accounts receivable when our right to consideration is unconditional. When consideration is received, or we have an unconditional right to consideration in advance of delivery of goods or services, a contract liability is recorded. The transaction price can include nonrefundable upfront fees, which are allocated to the identifiable performance obligations. Our satellite services subscribers are typically billed monthly, and the contract balances for those customers arise from the timing of the monthly billing cycle. Contract assets are included in “Trade accounts receivable

The following table presents the revenue recognized in the Consolidated Statements of Operations that was previously included within contract liabilities:

	For the years ended December 31,
		2023		2022		2021
Revenue		$	88,211	$	120,867	$	82,633

The following table presents the activity in our allowance for doubtful accounts:

	For the years ended December 31,
	2023		2022		2021
Balance at beginning of period	$	15,358	$	14,588	$	15,386
Credit losses	34,085		32,910		22,591
Deductions	(29,371)		(36,011)		(23,543)
Foreign currency translation	327		3,871		154
Balance at end of period	$	20,399	$	15,358	$	14,588

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Contract Acquisition Costs~~

~~The~~and ~~following~~contract ~~table~~assets, ~~presents~~net” ~~the~~and ~~activity~~contract liabilities are included in “Contract liabilities” and “Other noncurrent liabilities” on our Consolidated Balance Sheets. Contract balances are amortized over the contract ~~acquisition~~term. ~~costs~~See Note 14 for further information, ~~net:~~including balance and activity detail about our allowance for credit losses and deferred revenue related to contracts with subscribers.

	For the years ended December 31,
	2023		2022		2021
Balance at beginning of period	$	64,447	$	82,986	$	99,837
Additions	44,459		57,627		72,503
Amortization expense	(60,512)		(76,760)		(88,178)
Foreign currency translation	949		594		(1,176)
Balance at end of period	$	49,343	$	64,447	$	82,986

~~Performance~~Assets ~~Obligations~~Recognized Related to the Costs to Obtain a Contract with a Customer

As of December 31, 2023, the remaining performance obligations for our customer contracts was approximately $1.7 billion. Performance obligations expected to be satisfied within one year and greater than one year are 27% and 73%, respectively. This amount and percentages exclude agreements with consumer customers in our Hughes segment, our leasing arrangements and agreements with certain customers under which collectability of all amounts due through the term of contracts is uncertain.

~~Disaggregation~~We recognize an asset for the incremental costs of ~~Revenue~~obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs in our Hughes segment, including those with our independent third-party retailers, meet the requirements to be capitalized, and payments made under these programs are capitalized and amortized to expense over the estimated customer life or the contract term. These amounts are capitalized in “Prepaids and other assets” and “Other noncurrent assets, net” on our Consolidated Balance Sheets, and then amortized in “Selling, general and administrative expenses” on our Consolidated Statements of Operations.

~~Geographic Information~~

Revenue is attributed to geographic regions based upon the billing location of the customer. The following tables present our revenue from customer contracts disaggregated by primary geographic market and by segment: Leases

	Hughes		ESS		Corporate and Other		ConsolidatedTotal
For the year ended December 31, 2023
North America	$	1,376,233	$	24,095	$	(2,205)	$	1,398,123
South and Central America	159,520		—		—		159,520
Other	185,653		—		4,560		190,213
Total revenue	$	1,721,406	$	24,095	$	2,355	$	1,747,856
For the year ended December 31, 2022
North America	$	1,576,773	$	20,533	$	(1,400)	$	1,595,906
South and Central America	171,318		—		—		171,318
Other	218,496		—		17,623		236,119
Total revenue	$	1,966,587	$	20,533	$	16,223	$	2,003,343
For the year ended December 31, 2021
North America	$	1,617,229	$	17,679	$	(385)	$	1,634,523
South and Central America	176,515		—		—		176,515
Other	162,482		—		21,206		183,688
Total revenue	$	1,956,226	$	17,679	$	20,821	$	1,994,726

Lessee Accounting

We enter into non-cancelable operating and finance leases for, among other things, satellites, satellite-related ground infrastructure, data centers, office space, warehouses and distribution centers, vehicles and other equipment. Substantially all of our leases have remaining lease terms from one to 13 years, with a weighted average of 6.6 years, some of which include renewal options, and some of which include options to terminate the leases within one year. For certain arrangements, the lease term includes the non-cancelable period plus the renewal period that we are reasonably certain to exercise.

We determine if an arrangement is a lease and classify that lease as either an operating or finance lease at inception. Operating leases are included in “Operating lease assets,” “Operating lease liabilities,” and “Operating lease liabilities, noncurrent” on our Consolidated Balance Sheets. Finance leases are included in “Property and equipment, net,” “Current portion of long-term debt and other notes payable” and “Long-term debt and other notes payable, net of current portion” on our Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term on our Consolidated Statements of Operations. See Note 8 for further information on our lease expenses.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes the impact of prepaid or deferred lease payments. When our leases do not provide an implicit rate, we use our IBR based on the information available at commencement date in determining the present value of lease payments. Our IBR is based on an estimated secured rate for the same term as the underlying lease plus a credit spread as secured by our assets. For leases denominated in a currency different than U.S. dollar, IBR is estimated using the collateralized borrowing rate in the foreign currency using the U.S. dollar and foreign currency swap spread, when available. The length of our lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Nature of Products and Services~~

~~The~~Lessor ~~following tables present our revenue disaggregated by the nature of products and services and by segment:~~ Accounting

	Hughes		ESS		Corporate and Other		ConsolidatedTotal
For the year ended December 31, 2023
Services and other revenue:
Services	$	1,385,287	$	16,151	$	—	$	1,401,438
Lease revenue	36,752		7,944		2,355		47,051
Total services and other revenue	1,422,039		24,095		2,355		1,448,489
Equipment revenue:
Equipment	140,429		—		—		140,429
Design, development and construction services	145,507		—		—		145,507
Lease revenue	13,431		—		—		13,431
Total equipment revenue	299,367		—		—		299,367
Total revenue	$	1,721,406	$	24,095	$	2,355	$	1,747,856
For the year ended December 31, 2022
Services and other revenue:
Services	$	1,551,613	$	13,206	$	—	$	1,564,819
Lease revenue	40,825		7,327		16,223		64,375
Total services and other revenue	1,592,438		20,533		16,223		1,629,194
Equipment revenue:
Equipment	119,107		—		—		119,107
Design, development and construction services	246,265		—		—		246,265
Lease revenue	8,777		—		—		8,777
Total equipment revenue	374,149		—		—		374,149
Total revenue	$	1,966,587	$	20,533	$	16,223	$	2,003,343
For the year ended December 31, 2021
Services and other revenue:
Services	$	1,646,778	$	11,961	$	—	$	1,658,739
Lease revenue	39,021		5,718		20,821		65,560
Total services and other revenue	1,685,799		17,679		20,821		1,724,299
Equipment revenue:
Equipment	108,767		—		—		108,767
Design, development and construction services	152,934		—		—		152,934
Lease revenue	8,726		—		—		8,726
Total equipment revenue	270,427		—		—		270,427
Total revenue	$	1,956,226	$	17,679	$	20,821	$	1,994,726

We lease satellite capacity, communications equipment and real estate to certain of our customers. We identify and determine the classification of such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets the criteria for a finance lease; otherwise it is classified as an operating lease. Some of our leases are embedded in contracts with customers that include non-lease performance obligations. For such contracts, except where we have elected otherwise, we allocate consideration in the contract between lease and non-lease components based on their relative standalone selling prices. We elected an accounting policy to not separate the lease of equipment from related services in our HughesNet satellite internet service (the “HughesNet service”) contracts with customers and account for all revenue from such contracts as non-lease service revenue. Assets subject to operating leases remain in “Property and equipment, net” and continue to be depreciated. Assets subject to sales-type leases are derecognized from “Property and equipment, net” at lease commencement and a net investment in the lease asset is recognized in “Trade accounts receivable and contract assets, net” and “Other noncurrent assets, net” on our Consolidated Balance Sheets.

Operating lease revenue is generally recognized on a straight-line basis over the lease term. Sales-type lease revenue and a corresponding receivable generally are recognized at lease commencement based on the present value of the future lease payments and related interest income on the receivable is recognized over the lease term. Payments under sales-type leases are discounted using the interest rate implicit in the lease. We report revenue and periodic interest income from sales-type leases at the commencement date in “Equipment sales and other revenue” on our Consolidated Statements of Operations. We report operating lease revenue in “Service revenue” on our Consolidated Statements of Operations.

Cost of Services

“Cost of services” on our Consolidated Statements of Operations principally consists of costs of satellite capacity and services, hub infrastructure, customer care, wireline and wireless capacity and direct labor costs associated with the services provided and is generally charged to expense as incurred.

Cost of Sales – Equipment and Other

“Cost of sales – equipment and other” on our Consolidated Statements of Operations principally consists of inventory costs, including freight and royalties, and is generally recognized at the point in time control of the equipment is passed to the customer and related revenue is recognized.

Advertising Costs

We recognize advertising expense when incurred as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations. Advertising expenses totaled $43 million, $56 million and $69 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Research and Development

Research and development costs, not incurred in connection with customer requirements, are expensed as incurred and are included as a component of “Selling, general and administrative expenses” on our Consolidated Statements of Operations. Additionally, customer-related research and development costs are incurred in connection with the specific requirements of a customer’s order; in such instances, the amounts for these customer funded development efforts are included in “Cost of sales – equipment and other” on our Consolidated Statements of Operations. Research and development costs totaled $60 million, $67 million, and $65 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~Lease Revenue~~

~~The~~Foreign ~~following table presents our lease revenue by type of lease:~~Currency

	For the years ended December 31,
		2023		2022		2021
Sales-type lease revenue:
Revenue at lease commencement		$	11,429	$	7,557	$	7,998
Interest income		2,002		1,220		728
Total sales-type lease revenue		13,431		8,777		8,726
Operating lease revenue		47,051		64,375		65,560
Total lease revenue		$	60,482	$	73,152	$	74,286

The functional currency for certain of our foreign operations is determined to be the local currency. Accordingly, we translate assets and liabilities of these foreign entities from their local currencies to U.S. dollars using period-end exchange rates and translate income and expense accounts at monthly average rates. The resulting translation adjustments are reported in “Other, net” on our Consolidated Statements of Comprehensive Income (Loss). Except in certain uncommon circumstances, we have not recorded deferred income taxes related to our foreign currency translation adjustments.

~~Substantially~~Gains ~~all~~and oflosses ~~our~~resulting ~~net~~from ~~investment~~the ~~in sales~~re-~~type~~measurement ~~leases consisted~~ of ~~lease~~transactions ~~receivables~~denominated ~~totaling~~in ~~$30.4~~foreign ~~million~~currencies ~~and~~are ~~$21.9~~recognized ~~million~~in as“Other, ofnet” ~~December 31,~~on ~~2023~~our ~~and~~Consolidated ~~2022,~~Statements ~~respectively~~of Operations.

~~The~~Other ~~following~~Comprehensive ~~table~~Income ~~presents future operating lease payments to be received as of December 31, 2023:~~(Loss)

	Amounts
December 31,
2024	$	36,008
2025	31,803
2026	30,579
2027	25,752
2028	11,687
2029 and beyond	34,588
Total lease payments to be received	$	170,417

The amounts reclassified to net income (loss) related to unrealized gain (loss) on available-for-sale securities are included in Gains (losses) on investments, net in the Consolidated Statements of Operations.

~~The~~New ~~following~~Accounting ~~table presents amounts for assets subject to operating leases, which are included in Property and equipment, net:~~Pronouncements

	As of December 31,
	2023						2022
	Cost		Accumulated Depreciation		Net		Cost		Accumulated Depreciation		Net
Customer premises equipment	$	883,565	$	(716,022)	$	167,543	$	933,669	$	(703,110)	$	230,559
Satellites	104,620		(59,259)		45,361		104,620		(52,284)		52,336
Total	$	988,185	$	(775,281)	$	212,904	$	1,038,289	$	(755,394)	$	282,895

Not Yet Adopted

Joint Ventures. On August 23, 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”), which requires an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary to apply a new basis of accounting upon the formation of the joint venture. This standard will be effective for all joint venture formations with a formation date on or after January 1, 2025. A joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. We plan to adopt the standard if applicable and we expect the adoption of the standard will have an immaterial impact on our disclosures.

Income Taxes. On December 14, 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will enhance income tax disclosures. ASU 2023-09 requires, among other items, disaggregated information in a reporting entity’s rate reconciliation table, clarification on uncertain tax positions and the related financial statement impact as well as information on income taxes paid on a disaggregated basis. This standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2023-09 will have on our Consolidated Financial Statements and related disclosures.

Disaggregation of Income Statement Expenses. On November 5, 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which will enhance financial statement reporting by providing additional information about specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization. This standard will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of ASU 2024-03 will have on our Consolidated Financial Statements and related disclosures.

F-21

Table of Contents

HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~The following table presents depreciation expense for assets subject to operating leases, which is included in Depreciation and amortization:~~

	For the years ended December 31,
	2023		2022		2021
Customer premises equipment	$	168,656	$	221,645	$	247,072
Satellites	6,975		6,975		6,975
Total	$	175,631	$	228,620	$	254,047

NOTE 3. SUPPLEMENTAL DATA – CASH FLOW

The following table presents certain supplemental cash flow and other non-cash data. See Note 8 for supplemental cash flow and non-cash data related to leases.


	For the Years Ended December 31,
	2024		2023		2022

	(In thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest, (including capitalized interest)	$	97,306	$	98,642	$	100,295
Cash received for interest		32,260		80,805		20,498
Cash paid for income taxes, net of refunds (1)		202,993		4,902		12,538
Capitalized interest		—		10,115		8,712
Accrued capital expenditures		4,992		15,439		5,998

(1)	Our cash paid for income taxes, net of refunds, includes approximately $196 million of income taxes paid to our parent Company, EchoStar which is included in “Other current liabilities” as of December 31, 2023.

EchoStar Exchange Offer

On March 4, 2024, EchoStar commenced a tender offer to eligible employees (which excludes EchoStar’s co-founders and the non-executive/non-employee members of EchoStar’s Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in EchoStar’s Schedule TO Tender Offer Statement filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on April 1, 2024 and EchoStar accepted for exchange 4 million stock options of employees of the Company. As a result of the Exchange Offer, the exercise price of approximately 3 million new stock options, affecting approximately 400 eligible employees of the Company, was adjusted to $14.04. The total incremental non-cash stock-based compensation expense resulting from the Exchange Offer was $3 million, which will be recognized over the remaining vesting period of the applicable options.

Capitalized Software Costs

The following tables present the activity related to our capitalized software cost which is included in “Other noncurrent assets, net” on our Consolidated Balance Sheets:


	As of December 31,
	2024		2023

	(In thousands)
Net carrying amount of externally marketed software	$	109,103	$	117,163
Externally marketed software under development and not yet placed into service	$	19,275	$	26,059


	For the Years Ended December 31,
	2024		2023		2022

	(In thousands)
Capitalized costs related to development of externally marketed software	$	24,945	$	30,164	$	23,105
Amortization expense relating to externally marketed software	$	32,792	$	29,370	$	30,965
Weighted-average useful life (in years)		3.2

F-22

Table of Contents

HUGHES SATELLITE SYSTEMS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -– CONTINUED

~~NOTE 4. LESSEE ACCOUNTING~~

~~The following table presents the amounts for ROU assets and lease liabilities:~~

	As of December 31,
	2023		2022
Right-of-use assets:
Operating	$	1,031,303	$	150,632
Finance	218,807		238,748
Total right-of-use assets	$	1,250,110	$	389,380
Lease liabilities:
Current:
Operating	$	155,932	$	17,766
Finance	—		—
Total current	155,932		17,766
Non-current:
Operating	897,084		135,122
Finance	—		—
Total non-current	897,084		135,122
Total lease liabilities	$	1,053,016	$	152,888

NOTE 4. OTHER COMPREHENSIVE INCOME (LOSS)

AsThe offollowing ~~December 31,~~table ~~2023,~~presents wethe ~~have~~tax ~~prepaid~~effect ~~our~~on ~~obligations~~each ~~regarding~~component ~~our finance ROU assets. Finance lease assets are reported net~~ of ~~accumulated~~“Other ~~amortization~~comprehensive ofincome ~~$149.6~~(loss)” ~~million~~ and ~~$121.9~~excludes ~~million~~noncontrolling ~~as of December 31, 2023 and 2022, respectively.~~ interest:

For the Years Ended December 31,

2024

2023

2022

Before

Tax

Net

Before

Tax

Net

Before

Tax

Net

Tax

(Expense)

of Tax

Tax

(Expense)

of Tax

Tax

(Expense)

of Tax

Amount

Benefit

Amount

Benefit

Amount

Benefit

Amount

(In thousands)

Foreign currency translation adjustments

(38,294)

—

(38,294)

17,546

—

17,546

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