Greetings and welcome to the Echostar Corporation Q2 2026 earnings conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Jeff Blum, Acting Chief Legal Officer and Secretary. Thank you. You may begin.

Good afternoon. I'm here with Charlie Ergen, Paul Orvin, our CFO, and John Sarenga, our COO. We will begin with opening remarks from Charlie, followed by a question-and-answer session. We ask that any participant producing a report not identify other participants or their firms in such reports. We also do not allow audio recordings. All statements we make during this call, other than statements of historical fact, to constitute forward-looking statements made pursuant to the safe harbor provided by the Securities Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results to be materially different from historical results and for many future results expressed or implied by the forward-looking statements. For a list of those factors and risks, please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2025, our 10-Q filed today, and our subsequent filings made with the SEC. This information and supplemental materials relating to today's call will be posted on our investor relations website. All cautionary statements we make during the call should be understood as being applicable to any forward-looking statements we make wherever they appear. You should carefully consider the risk described in our reports and should not place any undue reliance on any forward-looking statements. We assume no responsibility for updating any forward-looking statements. We refer to OIBDA and free cash flow during this call. The comparable gap measure and a reconciliation for OIBDA is presented in our earnings release and in the case of pre-cash flow in our Form 10-Q as filed today with the SEC. With that, I'll turn it over to Charlie. Thank you, Jeff.

We're just going to take questions, but before we take questions, I just want to give a few opening comments. As you all know, August 1st, we had a $1.5 billion bond maturity for Hughes Corporation. We had discussions with the bondholders, but weren't able to come up with a workable solution. So we filed Chapter 11 bankruptcy this morning for Hughes. I want to make just a couple points on that. One is this filing is strictly limited to the Hughes entities that does not include Echostar Corporation or other non-Hughes subsidiaries or even Hughes International entities. Second, we have first aid motions this afternoon in front of the court to ensure that Hughes continues to operate in the normal course of business. And that means we're paying our employees, we're delivering for customers and channel partners as usual. and we expect to fulfill all ongoing forward commitments to our vendors. And third, we don't know how long bankruptcy will take before we can emerge restructured. As a result of the litigation that is expected in this, we won't take questions on Hughes, but I would refer you in our – you are referred in a press release. There's a link to our filing that I think lays out, you know, chapter and verse, the details there. So with that, we'll take questions.

Thank you. And at this time, we will conduct the question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. And your first question comes from David Barden with Newstreet Research. Please state your question.

Hey, guys. Thanks so much for taking the questions. I guess I wanted to start with, Charlie, no one probably knows better than you the discount to which Echostar trades to its remaining portfolio of assets and SpaceX. Now that you've got the AT&T money, it would seem a logical thing to start buying back stock, and if not, why not, and what would be the priority for that capital next?

Yeah, thanks, Dave, for the question. I think the way – first of all, you will see in the 10K, 10Q, I guess, that we did increase the authorization. The board didn't increase the authorization from up to $5 billion of buyback. So it's obviously one of the things that we look at based on our capital structure. It's one of the things we look at. I would say first and foremost, we look at investing in our business. So we'd look at our existing businesses to invest in and the opportunities there. And then, you know, Ecostar Capital now under the leadership of Tom Cullen. So we look at other things we can look at, which could include our own company. And then after that, if we can't find anything there, then you can work all the way down to paying dividends. So we've been a good steward of capital for a lot of years, and I hope we'll continue to do that.

Appreciate that, Charlie.

Your next question comes from Brent Penter with Raymond James. Please hit your question.

Hey, guys. Thanks for taking the questions. A couple for me. First, I want to follow up on David's question. You mentioned EchoStar Capital, and that was folded under the corporate development arm. Does that represent any change in philosophy about how you're investing at EchoStar Capital and any change to the list of kind of opportunities you gave back in November last year?

Yeah, Brent, no, really no change other than it's probably a little bit more efficient since we're kind of under one roof and probably move a little bit faster just because we're, like, literally, you know, in the same area in the company. And obviously, Tom comes with a wealth of experience in the long term in the industry, not just at Echostar.

Okay, got it. And then on the SpaceX transactions, given where the SpaceX market cap is today compared to the $400 billion valuation it was when you signed the deals. The implied value is obviously much higher. How do you size the expected tax payment today? And then are you doing any hedging on that, or have you all had any discussions with SpaceX about alternative ways that you could structure those deals to reduce or delay those taxes?

Yeah, Brent, those are all good questions. I guess the way I try to answer the question is we still are of mind that the cost of finalizing the termination of our wireless network and our tax liability is in that $5 to $7 billion range. We don't know the answer on where we're going to be there. It could be a little higher, a little lower than that. A, obviously, there's litigation on the termination of the network, and obviously, we don't know where SpaceX will be in the future, but we know that there's things like 1033 exchanges and things that can reduce tax liability. So we're in that $5 to $7 billion range in terms of what we think it's going to be, but that includes our wireless network termination. So that's – but, you know, we're not – again, we're a good steward of capital, so we're looking at everything and how we can make sure that, you know, we take care of capital the best way.

Okay, got it. And then how are you all thinking about Boost Mobile strategically? And if you wanted to engage in any kind of M&A or partnerships in that business, how restrictive are the NSA and M&SA contracts with T-Mobile and AT&T and changing control provisions there?

Well, I wouldn't get – I can't get into the actual contracts, but I talk about Boost in general. One is we haven't, as managers, we haven't cracked the code on how to be successful to the level we'd like to in the wireless business. You know, in general, we've treaded water for, you know, four years now. We were slightly cash positive in the quarter, but we did lose subscribers. Um, but having said that, um, the, we, uh, we have new leadership, uh, with Bob Rychinsky who joined us four or five months ago and he's certainly taken a fresh approach. Um, we think we have some strategic initiatives going forward that, um, will reinvigorate that, that, that, that part of our business. In general, all of our businesses have to run at a profit long-term, and they have to have a right to exist because everybody's only as good as their last quarter. So we like the business. We're disappointed that we haven't done better, and it's a great challenge for us. But it's strategically important for us. And we do have a fair amount of flexibility in our, you know, contractually to whether it be M&A or partnering with people. And, you know, we'll continue to see if we can figure out how to be productive there.

All right. Great. Thanks, Charlie.

Your next question comes from Sebastiano Petty with J.B. Morgan. Please state your question.

Hi, thanks for taking the question. Charlie, just maybe going back to David Barden's question, just, I mean, why increase the buyback from $2 to $3 billion but yet be out of the market? I mean, is there anything, like, that is precluding Echostar from buying back stock currently in the market? And then maybe just a follow-up, thinking about the remaining assets, particularly AWS 3. I mean, how are you thinking about that now on the other side of the auction and perhaps maybe timeline And I think, would there be any debt that would need to be paid off from the sale of the AWS-3 spectrum at this point?

We do have some restrictions on buying back stock in our bond indentures. So I don't know how public those are, but we do have some restrictions. The way I would look, Sebastian, the way I'd look at Echostar, or the way I look at it, or I think the way we look at it is, that having closed the AT&T transaction, right, and putting $2.4 billion into an escrow for the closing down of our network that was mandated by the FCC. Um, and put that, put that $2.4 billion aside. Um, we have about, uh, when you look at the total company, um, you know, we have about, uh, 14 or 15 billion dollars in cash. Um, we have that five to $7 billion liability in our opinion going forward, which includes the 2.4 billion. Um, And then we still have a – we have Boost, which we haven't shown we can – it's certainly a valuable company or potentially a valuable company. And we have – our traditional video business was contingent to throw off cash. And then in addition to that, we have 261.8 million shares of SpaceX. And obviously, you can figure out at least publicly what the value of that is. And then we have spectrum, still a solid spectrum position of AWS-3, CBRS, 700 megahertz, et cetera, that you could take a stab at in terms of valuation. And we have excluding Hughes, which is obviously in the restructuring process today and which will ultimately get sorted out. We have about $5 billion of cash, I mean, of debt. and we have another almost $8 billion of debt, that SpaceX transaction will pay at closing. And then we have $1.09 billion of convert debt that, at this point, is in the money with convert. So you end up with a company that's cash rich, not much debt. We're pretty easy to look at the value. And then, obviously, the conglomerate discount that people give to the marketplace or the lack of confidence in management or whatever the discount rate is, that's how you value the company. And then going forward, we're going to, as we always have, look for opportunity and manage the business in a respectable fashion. And this year is interesting because we're – unfortunately, a lot of focus is really just cleaning up the network shutdown and now cleaning some of that up to the courts just because we had no other choice but to do that. And then getting in the position to focus our company on moving forward with all the opportunities that we have. And then in addition to that, that pivot to an asset, a cash-rich company, there's a pivot. Every company is going through the pivot to AI and how it affects your business. And, you know, our company wasn't built for AI. We didn't know anything about it years ago. And so we have to pivot. And in a funny sort of way, there's a restructuring going on within EchoStar to say, how do we take advantage of that paradigm shift of how AI changes businesses and the way businesses operate. And I think a lot of our success in the future will be dependent on how well we do with that. And it's certainly way too early to tell how we're going to do with that. But culturally, our team's excited about it and very focused on it.

Your next question comes from Walter Pajacek with LightShed. Please see your question.

Thanks. Um, just a question on the, the DBS prepackaged proceedings. I know, you know, bidders could still obviously potentially emerge during this process, but assuming that you're, you end up being the kind of stocking horse bidder for the, and the winner of those assets, um, just thoughts on like what you do with the radios. Um, has there been any appetite in the market for the redeployment of those radios for like a wholesale fourth network, and any other assets that you might end up, you know, effectively still owning at the end of that reorg?

It would be, Walt, it would be, it'd be way premature to speculate on that. I mean, I think that the, you can see our stocking horse bid, I think, was potentially $300 million, somewhat less than that because of cash on hand. So you can hypothesize that there's not – that at least in our opinion, there's not a lot of liquidation value there. So I think it's relatively immaterial in the scheme of things when you look at the other assets that we have.

Got it.

I think, and Walt, if I could cut you off there, I think the more important thing, the way I would look at it, is that we're a unique company in the sense that we have mobility through Boost. You know, we have a lot of broadband relationships, not the least of which is through SpaceX, and we have video. And so we know connectivity pretty well, and connectivity is going to take a lot of different shapes for customers, but most customers are going to need Wi-Fi, broadband, whether that be through a cable or satellite, probably maybe some people with both. Um, people still have video needs, um, and we're uniquely positioned, uh, to do that. Um, and because it looks to me like in terms of an actual network, you know, the, the, uh, the big three network have done a good job of building a pretty big moat, uh, around, around their businesses. And, and, uh, um, and, and, and we kind of play with one foot in, in, in that business, um, as well. So the real key is the knowledge base we have, the fact that we play in a lot of different places in the connectivity field, you know, I think will be helpful for us going forward. You know, we have to prove it, of course.

You bid also in the re-auction of the DE stuff. Do you have plans to bid in the upcoming CBAN auction, or does any deal that you have with the FCC, where obviously you've committed to sell your existing Spectrum, does that prohibit you from bidding in upcoming auctions or even secondary market transactions for Spectrum?

Yeah. The auction rules aren't out for the CBAN auction, but we would anticipate that we would not be prevented from participating. And we've participated, I think, in every auction since the first one. Actually, the first one was a satellite auction we participated, but the first terrestrial one we did not participate in, but we participated in ones after that. So I don't think we'll be prevented. Whether it would make any sense for us to participate, given where we are, that's a whole different question, and we certainly haven't analyzed that. Secondary market transactions, if there was something that we thought was strategic and important that would enhance the value of our company, we would look at it.

Just one last question. And, you know, this EchoStar Capital, the last time this topic was discussed, I think the way Hamid at the time had answered it made it seem like the top priority was like finding new investments and taking all this capital that you're getting from the spectrum sales and finding new stuff. It sounds a little different in terms of the tone where, you know, you're saying, obviously, invest in what you already have, right? And then share repurchase in dividends. And I know it was mentioned kind of new initiatives, but but is that kind of deprioritized in terms of the use of capital when all this all this cash starts flowing in from the spectrum sales?

Yeah, no, I think I think I would say it a different way. I think obviously investing in the core, our core businesses today where we have opportunities. But the secondarily we would the second thing we'd look at is is the opportunities that Hamid has already identified. He identified quite a few and quite a few relationships, some of which we already had. So I think we would look at returns there. And then as part of that, as a subset of that, you would look at your own company, right? It just depends on how you would evaluate those opportunities. But we're – and I guess I'd say a cautionary note, we're going to be patient. The market is pretty frothy. We're not going to brush out to do something and overpay for something just because we have money. I can only tell you if I'm playing poker, you can win a few big hands, and you're still going to bet the same way. Right. It's still I'm playing the odds and and it's pretty frothy right now. So, you know, we probably are more cautious. We probably be more cautious than some.

OK, thank you.

Your next question comes from Michael Rollins with Citi. Please go ahead with your question.

Thanks. And good afternoon. Just curious, Charlie, if I could ask a follow up to that and then a second question. So the follow-up, when you discuss being more cautious than some, does that also apply to the value of Echostar, or is that specifically relating to other investments or new investment opportunities? And then secondly, just if you're able to clarify, did I read correctly that you're still waiting on a waiver from the FCC with respect to holding on your spectrum without a network? And is there any outstanding risk that the FCC could take back remaining licenses that you still control and own that may preclude you from monetizing the spectrum you discussed earlier, the AWS-3, the CVRS, the 700 megahertz. Thanks. Okay.

I'll take the first part, and then Jeff will take the second part. We're cautious about everything. That includes Eccostar. We're just cautious on the marketplace in terms of a lot of our value is based on SpaceX. So we're just cautious. We're not pessimistic. We're just cautious because things are at historical highs on almost every metric. And so that's all. That may be stupid. That may be smart. We don't know.

In terms of spectrum, so in September, as you know, the SEC from the chairman confirmed that we admit our buildouts we admit our commitments so that is sort of like the last official statement from the FCC as you mentioned we have filed a waiver for our remaining spectrum licenses to sell those for fair value you know in exchange for an extension of you know building out the network we're awaiting that it makes sense now that we don't have a network any longer for that to be granted. So we hope the FCC will roll on that in the near term.

Thank you.

Your next question comes from Brian Kraft with Deutsche Bank. Please state your question.

Oh, hi. Thank you. I have a few, if I could, mostly follow-ups. I guess first, just going back to the buybacks, will you be seeking an amendment to the covenant that's restricted in the share repurchases? And then And also related to that, would you consider buying back the converts in the open market, which I don't believe would need an authorization. And then on the investing side, I was just wondering if you could elaborate on the change in strategic direction that was alluded to in the 8K announcing Hamid's resignation and what that really meant. And then just going to the topic of DBS consolidation, which obviously there's a carve out for in the covenants and the prepack, One of the worries that investors have is that DISH could end up being the buyer in that scenario. I know the last time, obviously, DirecTV was the buyer. So just curious how you're thinking about at this point. If there were going to be a combination, I know that's not a guarantee. Is it more likely that it would be similar to the September 2024 merger agreement where DirecTV was the buyer, or would you be open to being the buyer? um and then just the last one i just wanted to sort of do a reality check with you and just you know maybe what the risk is on the timeline for the dish wireless and dish dbs bankruptcies just given the opposition from the infrastructure companies thank you yeah i'm gonna uh i'll take that last one the timeline and dish wireless first that we i think our confirmation hearing it's a confirmation hearing, is set for October 13th.

So I think our expectation today is that this wireless bankruptcy could be wrapped up in the fourth quarter this year. Now I'll go back to your first question, buybacks. I mean, we do have some restrictions on buyback. And, you know, to the extent we ever wanted to buy something back, we'd look at whether that was even possible and if it wasn't, what you would do. But, you know, we look at everything, right? The converts, it's my understanding that we don't have any restrictions on buying converts. But whether that would make sense for us is a whole other question. Question. Change in investing. Mead had done a lot of work on that side. And, again, a lot of things that he put in place, he's kind of handed off to Tom. And I don't see a change in that strategy other than, you know, because we're all kind of out of one place now, we're all kind of daily conversations, so just communication is a little bit better. I think we look at our core businesses first, and Tom is heavily involved in that. So he had additional things going on that Hamid didn't have going on. Now that's all combined, and so the priorities are still pretty much the same. Look at our business. Look at other opportunities. And if we can't find anything, use our capital, whether it be stock buybacks or dividends. So, you know, good management is going to find opportunity. Um, you know, but because things are frothy, um, I think opportunities are a little bit harder because there's a lot of cash in the sidelines and, and some pretty interesting valuations out there.

Am I hearing it correctly?

Oh, direct TV. The, the, you know, I've always said it's inevitable to put the companies together. We've probably squandered some opportunity to do that because, obviously, the synergies, there's still synergies there, but they're obviously not as high as they would have been before. But I think we would look at it. We have no preconceived notions if there was a willingness on DirecTV's part to do something with the companies and what that might look like. buyer seller uh joint um we have no preconceived notions of that the question would be is there something at the right value um we think we're we're playing a little bit longer term game at dish we do we and we're investing in that business um we're investing in in how we approach the customer and the customer relationships. In the short term, that's kind of a negative to EBITDA, right? You know, you could have a shorter term approach and make those numbers go up. And, you know, we have to look at it from a holistic perspective and say, we know the business well. We know the industry well. And I think we have pretty good ideas of valuations. If there was something where people could agree on valuations or agree on incentives going forward, then that would be, when I say invest in our businesses, that's one of those things where you would invest in. But if somebody made the right offer, it's not a critical component of what we have to have going forward. But we like that business.

And just on the buyback, I mean, Charlie, it sounds like you don't have any real plan to buy back stock, and maybe you're even a little cautious on the valuation of Echo Star because of the valuation of SpaceX, even though your stock is trading at like a 50% discount to NAV, and you're increasing the authorization to $5 billion. I think we're all kind of struggling to understand, you know, of what the real message is here and why you increased the authorization while you sound like you don't really have any plans to buy back stock. Is there something that we're missing here, or can you maybe shed a little more light Yeah.

I mean, yes, you're missing the fact that, A, good management gets themselves in position to have flexibility. So obviously, a larger buyback doesn't require us to buy anything back, but should the marketplace be displaced or we see an opportunity, because we don't have other opportunities, then we're positioned to do something if we want to. I think also missing that I know you've got to write reports and you've got to analyze things, but again, this is a company that's got a 46-year track record of managing capital and running a relatively successful business despite massive changes sometimes in our future over those 46 years. So I don't think we fit into the normal box of professional management, multiple of EBITDA, come to conferences and talk about how great you're going to do and get to the end of the quarter and do unhealthy long-term things to make a particular number. I mean, we think about it long-term. We think about growing value for our shareholders long-term. and we try to make the best decisions. We're making decisions that an owner would make, right? An owner that believes in building long-term value and it doesn't fit into the normal box of what you might do. So as a result of that, I'm not trying to be evasive. We don't know what we'll do with our capital other than we believe that with our capital it will be prudent and it will probably have some mix of risk in terms of some things we take relative risk on and some places we're conservative. But we're generally conservative as a company, right? It's rare that we take, you know, a big risk. We've had to do it a few times. Most of the time it's turned out successful, but we're generally a conservative company. i i certainly appreciate that and thank you for the answer i do think there's a there's a big opportunity to create long-term value though because of that nav discount that was more the of the question but thank you yeah i mean yeah i i think you i think i think i think i think it's captain obvious thank you and a reminder to the audience if you'd like to ask a question press star one on your phone to remove yourself from the queue press star two your next question comes from Mark Dunbar with J.P.

Morgan. Please state your question.

Hi, Charlie. I appreciate taking the question.

Just given all the various lawsuits and machinations over the past year, just wondering how you think about access to the capital markets going forward. Obviously, you have a lot of cash. I would like to just get your thoughts on that.

Well, A, I don't think we need access to the capital markets today, so we're not really thinking about that. But I do think it's important to try to work with our bondholders to get to a good solution. And I include vendors in that. I mean, the tower companies did a good job for us. But on the other hand, they made a lot of money on us, and they're going to lease out their capacity to others. And so, you know, the way I look at it, I look at it to do things professionally and realistically and unemotionally. And, you know, that's what we'll try to do. I've said this many times. It's unfortunate that particularly the tower companies instituted litigation because it stopped the communication. I have lawyers on both sides. Lawyers make money by litigating. They have no incentive to try to get clients together, and you end up going through attorneys, and it takes a while. It takes much longer to get to the right answers, which normally ordinary people who are realistic and want to get to a solution that's better than not having a solution, it just takes longer time. So it's unfortunate that the litigation happened, but I knew as soon as that started getting litigating that that was going to lead to a much longer procedure. Now, we have a third party, which is a judge in bankruptcy, and the third party is going to make decisions for us, which one side or the other may like or not like. My experience has been I'd rather make that decision myself than in negotiation, but it takes two to tango.

Makes sense. Thanks.

And your next question comes from Michael Abate Marco with Helix Partners. Please take your question.

Hey, Trillis. Thanks for taking the call and the questions. I just was wondering if you'd be able to clarify the $5 to $7 billion liability as relates to the SpaceX taxes. Does that also include the kind of appreciation and value in SpaceX? And does that include any kind of 1033 dynamics?

It really – the answer is it's taken all those variables into account. and again, it's our best guess, but it could be, you know, it could be a little higher, a little lower. It's just, we're trying to give you some indication of where it might be. So, you know, if you took a, take the high end of that, took $7 billion and said, here's where we think it's going to be, you probably got a, you probably got a model that's realistic for what we know today. So we're trying to give you some guidance, but we don't normally give guidance And I guess don't even take this guidance as guidance, but it's our best guess. And, you know, what makes it difficult is there are a lot of variables because there could be 1033s. There could be other things that affect. We have litigation that's going to affect the shutdown cost of the network. Um, um, we have, um, so, um, you know, it, it, it, obviously, uh, it could be higher, uh, given where the, where the tower companies think things should go. So, um, but, you know, as of today, and then we'll let you know if things change, but as of today, we, we still see things in that range and, you know, it's up to us as management but it's going to take some work to get it to that range. You know, we're certainly not there yet.

All right.

Thank you very much. Have a good day. Thank you.

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