On January 31, 2017, EchoStar Corporation (EchoStar) and certain
subsidiaries of EchoStar entered into a Share Exchange Agreement
(the Share Exchange Agreement) among DISH Network Corporation
(DISH), DISH Network L.L.C., an indirect wholly owned subsidiary of
DISH (DNLLC), DISH Operating L.L.C., a direct wholly owned
subsidiary of DNLLC (DOLLC and, collectively with DISH and DNLLC,
the DISH Parties), EchoStar, EchoStar Broadcasting Holding Parent
L.L.C., a direct wholly owned subsidiary of EchoStars subsidiary
Hughes Satellite Systems Corporation (EB LLC), EchoStar
Broadcasting Holding Corporation, a direct wholly owned subsidiary
of EB LLC (EB Corp), EchoStar Technologies Holding Corporation, a
direct wholly owned subsidiary of EchoStar (ET Corp), and EchoStar
Technologies L.L.C., a direct wholly owned subsidiary of EchoStar.

to the Share Exchange Agreement, among other things: (i) EchoStar
will receive all of the shares of EchoStar Tracking Stock (defined
below) owned by DNLLC in exchange for 50% of the equity interests
of ET Corp, which will hold that portion of the EchoStar
Technologies business segment of EchoStar that (a) designs,
develops and distributes secure end-to-end video technology
solutions including digital set-top boxes and related products and
technology, primarily for satellite TV service providers and
telecommunication companies, (b) provides TV Anywhere technology
through Slingbox units directly to consumers via retail outlets and
online, as well as to the pay-TV operator market, and (c) includes
Move Networks, an over-the-top, Streaming Video on Demand platform
business, which includes assets acquired from Sling TV Holding
L.L.C. (formerly DISH Digital Holding L.L.C.) and primarily
provides support services to DISHs Sling TV operations, and (ii) EB
LLC will receive all of the shares of HSS Tracking Stock (defined
below) owned by DOLLC in exchange for 50% of the equity interests
of EB Corp, which will hold EchoStars business of providing online
video delivery and satellite video delivery for broadcasters and
pay-TV operators, including satellite uplinking/downlinking,
transmission services, signal processing, conditional access
management and other services ((i) and (ii) collectively, the
“Share Exchange”). The Share Exchange has been structured in a
manner to be a tax-free exchange for each of EchoStar and DISH.

In March 2014, EchoStar and its subsidiary Hughes Satellite Systems
Corporation (HSS) each issued shares of preferred stock (the
EchoStar Tracking Stock and HSS Tracking Stock, respectively, and
together, the Tracking Stock) to DNLLC and DOLLC, respectively. The
Tracking Stock tracks the economic performance of the residential
retail satellite broadband business of our Hughes segment,
including certain operations, assets and liabilities attributed to
such business (collectively, the Hughes Retail Group or HRG), and
represents in the aggregate an 80.0% economic interest in the
Hughes Retail Group (the EchoStar Tracking Stock representing a
51.89% and the HSS Tracking Stock representing a 28.11% economic
interest in the Hughes Retail Group, respectively). For more
information regarding the Tracking Stock, see Note 4 to the
consolidated financial statements in our most recent Quarterly
Report on Form 10-Q and Note 4 to the consolidated financial
statements in our most recent Annual Report on Form 10-K.

Following the closing of the Share Exchange, the Tracking Stock
will be retired and all agreements, arrangements and policy
statements with respect to the Tracking Stock will terminate and be
of no further effect. The Share Exchange is expected to be
consummated three business days after the satisfaction or waiver of
all of the closing conditions to the transaction (other than
conditions that by their nature are to be satisfied at the closing,
but subject to the satisfaction of those conditions at such time),
but no earlier than February 28, 2017. The Share Exchange Agreement
provides for customary termination rights of EchoStar and DISH,
including the right of either party to terminate the Share Exchange
Agreement if the Share Exchange has not closed by March 31, 2017.
No assurance can be given that the Share Exchange will be
consummated on the terms or within the time frame disclosed, or at
all.

Assets and Liabilities

to the Share Exchange Agreement, EchoStar will transfer the assets
used, contemplated for use or held for use, in each case, primarily
in the ownership, operation or conduct of, or relating primarily
to, the transferring businesses as well as certain investments in
joint ventures, spectrum licenses and certain real estate
properties (collectively, the Transferred Assets). From and after
the closing, DISH generally will assume all liabilities to the
extent primarily arising from or resulting from the operation of
the transferring businesses or the ownership of Transferred Assets
as a result of acts or omissions occurring prior to, on or after
the closing date, including third-party product liabilities for
products manufactured, sold or distributed prior to, on or after
the closing date, as well as certain liabilities expressly agreed
to by the parties (collectively, the Assumed Liabilities)
regardless of when or where such Assumed Liabilities arise.
EchoStar generally will retain all assets that are not Transferred
Assets (the Retained Assets) and generally will be responsible for
a limited set of liabilities comprising (i) certain pre-closing
indebtedness primarily relating to the transferring businesses,
(ii) certain employee related liabilities, (iii) liabilities
incurred by EchoStar in connection with the Share Exchange, and
(iv) certain liabilities expressly agreed to by the parties
(together, the Excluded Liabilities).

Representations and Warranties; Covenants

The Share Exchange Agreement contains customary representations and
warranties by the parties, including representations by EchoStar
related to the Transferred Assets and Assumed Liabilities and the
financial condition of the transferring businesses. Prior to
closing, EchoStar and its subsidiaries have agreed to conduct the
transferring businesses in the ordinary course and not to undertake
specified actions without the written consent of DISH. The parties
will cooperate and each use commercially reasonable efforts to make
certain Federal Communications Commission (the FCC) filings,
notifications and submissions in order to obtain necessary
regulatory approvals.

Closing Conditions

The parties obligations to close the Share Exchange are subject to
mutual conditions, including, among other things: (a) the receipt
of consents for applicable FCC authorizations; (b) the absence of
any governmental action or proceeding (i) challenging or
prohibiting the Share Exchange Agreement or the transactions
contemplated thereby or (ii) directly involving the transferring
entities or the DISH Parties that would materially impair the DISH
Parties ability to own or operate the transferring businesses; (c)
the completion by EchoStar of the steps necessary for the
Transferred Assets and Assumed Liabilities to be owned by the
transferring entities and their respective subsidiaries; (d) the
absence of any governmental order prohibiting the consummation of
the Share Exchange Agreement or the transactions contemplated
thereby; and (e) the receipt of certain documents delivered at
closing, including receipt of tax opinions from EchoStar’s and
DISH’s respective counsel regarding the tax treatment of the Share
Exchange.

DISHs obligations to close the Share Exchange are subject to the
fulfillment of certain conditions, including, among other things:
(a) the accuracy as of signing and as of the closing of EchoStars
representations and warranties; (b) the repayment of outstanding
indebtedness of the transferring entities and their respective
subsidiaries; and (d) receipt of certain historical financial
information for the transferring businesses.

EchoStars obligations to close the Share Exchange are subject to
the fulfillment of certain conditions, including, among other
things: (a) the accuracy as of signing and as of the closing date
of DISHs representations and warranties; and (b) the satisfactory
completion of certain testing on the operations of EchoStars
recently launched EchoStar XIX satellite.

Indemnification

EchoStar and DISH have agreed to customary indemnification
provisions whereby each party indemnifies the other against certain
losses with respect to breaches of representations, warranties or
covenants. In addition, EchoStar has agreed to indemnify DISH
against certain losses with respect to the Excluded Liabilities and
DISH has agreed to indemnify EchoStar against certain losses with
respect to the Assumed Liabilities. Each of DISH and

EchoStar has agreed to indemnify the other if certain actions
undertaken by it causes the transaction to be taxable to the
other party after closing. Certain indemnification obligations of
the parties are subject to customary limitations and the
indemnification obligations for breaches of representations and
warranties generally survive until March 31, 2018.

Other Related Agreements

In connection with the Share Exchange, EchoStar and DISH and
certain of their subsidiaries will, at the closing of the Share
Exchange, enter into certain customary related agreements covering,
among other things, matters such as taxes, employee matters,
intellectual property matters and the provision of transitional
services.

A substantial majority of the voting power of EchoStar and DISH is
owned by Charles W. Ergen, EchoStars Chairman, and by certain
trusts established by Mr. Ergen for the benefit of his family. In
addition, EchoStar and DISH and their subsidiaries are parties to
certain agreements to which they obtain certain products, services
and rights from each other. For more information, see Note 16 to
the consolidated financial statements in our most recent Quarterly
Report on Form 10-Q.

The foregoing description of the Share Exchange Agreement does not
purport to be complete and is qualified in its entirety by the
terms of the Share Exchange Agreement. A copy of the Share Exchange
Agreement will be filed by the Corporation as an exhibit its
Quarterly Report on Form 10-Q for the quarter ending March 31,
2017.

On January 31, 2017, EchoStar issued a press release announcing the
execution of the Share Exchange Agreement. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated by
reference herein.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

This document may contain statements that are forward looking, as
that term is defined by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on
managements beliefs, as well as assumptions made by, and
information currently available to, management. When used in this
report, the words believe, anticipate, estimate, expect, intend,
project, plans, and similar expressions and the use of future
dates are intended to identify forward looking statements.
Although management believes that the expectations reflected in
these forward looking statements are reasonable, it can give no
assurance that these expectations will prove to have been
correct. You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date made.
These statements are subject to certain risks, uncertainties, and
assumptions. See Risk Factors in EchoStars Annual Report on Form
10-K for the year ended December 31, 2015 and Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2016 filed
with the Securities and Exchange Commission (the SEC) and in the
other documents EchoStar file with the SEC from time to time. The
forward-looking statements speak only as of the date made, and
EchoStar expressly disclaims any obligation to update these
forward-looking statements.

Item 2.02. Results of Operations and Financial Condition.

EchoStar is furnishing certain information for the year ended
December 31, 2016 as set forth on Exhibit 99.2 hereto, which is
incorporated by reference herein.

The information contained in this Item 2.02 is being furnished and
shall not be deemed filed with the SEC or otherwise incorporated by
reference into any registration statement or other document filed
to the Securities Act of 1933, as amended (the Securities Act), or
the Securities Exchange Act of 1934, as amended (the Exchange Act).

Item 7.01. Regulation FD Disclosure.

EchoStar will host a conference call to discuss the transaction on
February 1, 2017 at 9:00 a.m. Eastern Time. A presentation is
currently available for download and viewing during the call on
EchoStars website at http://sats.client.shareholder.com/events.cfm.

The information contained in this Item 7.01 is being furnished and
shall not be deemed filed with the SEC or otherwise incorporated by
reference into any registration statement or other document filed
to the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits