UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2011

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

(303) 706-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.              Results of Operations and Financial Condition.

EchoStar Corporation is hereby furnishing certain information regarding the business of its wholly-owned subsidiary EH Holding Corporation (“EHHC”) as set forth on Exhibit 99.1 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 Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 7.01.              Regulation FD Disclosure.

On May 11, 2011, EchoStar Corporation, the parent company of EHHC, issued a press release announcing the commencement by EHHC of a private placement of $1 billion in aggregate principal amount of EHHC’s Senior Secured Notes due 2019 and $800 million in aggregate principal amount of EHHC’s Senior Notes due 2021 (together, the “Notes Offering”). The Notes Offering is being conducted pursuant to a confidential offering memorandum in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.  A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated by reference herein.

The securities offered in the Notes Offering have not been registered under Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the notes; nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

EchoStar Corporation is also hereby furnishing certain information regarding EHHC’s business as set forth on Exhibit 99.1 hereto, which is incorporated by reference herein.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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Exhibit 99.1

Certain Information Regarding EHHC’s Business

In this Exhibit 99.1, the words “we,” “our” and “us” refer to EH Holding Corporation (“EHHC”) and its subsidiaries, unless otherwise stated or the context otherwise requires. “ESS” refers to EchoStar Satellite Services L.L.C., our wholly owned subsidiary, and its subsidiaries.  “EchoStar” refers to EchoStar Corporation, our ultimate parent company, and its subsidiaries, including us.  The “Acquisition” refers to the merger of a wholly owned subsidiary of EHHC with and into Hughes Communications, Inc. (“Hughes Communications”), following which Hughes Communications will be a direct wholly owned subsidiary of EHHC.  The use of the phrase “the Acquisition and related financing transactions” refers to the Acquisition, the other transactions contemplated by the merger agreement governing the Acquisition (referred to as the “merger agreement”), and the issuance of the notes being offered in connection therewith.  Historical financial information of EHHC presented in this Exhibit 99.1 includes both “combined” historical financial statements and “consolidated” historical financial statements, both of which we refer to as “consolidated” for purposes of this Exhibit 99.1 (other than in the financial statements and related notes thereto included in this Exhibit 99.1).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Introduction

The pro forma information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC.  The following unaudited pro forma condensed combined balance sheet gives effect to the Acquisition and related financing transactions as of March 31, 2011.  The unaudited pro forma condensed combined statements of operations give effect to the Acquisition and related financing transactions, as if the Acquisition and related financing transactions had been completed January 1, 2010.

The unaudited pro forma adjustments are based on currently available information and certain assumptions that we believe are reasonable.  The unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to reflect the financial position or results of operations that would have occurred if the Acquisition and related financings had been consummated on the dates indicated above; nor does it purport to represent or be indicative of the financial position or results of operations of EHHC for any future dates or periods.  The unaudited pro forma condensed combined financial information includes historical financial information for EHHC and Hughes Communications.  The financial information relating to EHHC and Hughes Communications should be read in conjunction with EHHC’s consolidated financial statements and related notes appearing elsewhere in this Exhibit 99.1 and Hughes Communications’ consolidated financial statements and related notes appearing in Hughes Communications’ reports on Form 10-K and Form 10-Q made with the SEC.

The allocation of the Acquisition’s purchase price used in the unaudited pro forma condensed combined financial information is based on a preliminary estimate derived from information currently available.  The assumptions and estimates used to determine the preliminary fair values will be revised as additional information becomes available.  The final fair value allocated to the various Hughes Communications’ assets and liabilities acquired as a result of the Acquisition may be significantly different from what is presented in the unaudited pro forma condensed combined financial information.

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EHHC

Unaudited Pro Forma Condensed Combined Balance Sheet

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Information.

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EHHC

Unaudited Pro Forma Condensed Combined Statements of Operations

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Information.

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EHHC

Unaudited Pro Forma Condensed Combined Statements of Operations

The accompanying notes are an integral part of the Unaudited Pro Forma Condensed Combined Financial Information.

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

(a)          Represents the pro forma adjustments necessary to reflect the proposed financing of the Acquisition inclusive of transaction costs.  The components of the cash received are made up of the following:

We estimated direct acquisition costs of $6.5 million (reflected as an increase to accumulated deficit and net of tax effects of $2.4 million on the unaudited pro forma condensed combined balance sheet as of March 31, 2011).

(b)         Represents an estimate of the necessary funding provided by EchoStar to meet the contractually stipulated cash requirements.  The ultimate amount of funding that will be provided by EchoStar could materially differ from this estimate.

(c)          Represents pro forma adjustments necessary to reflect the Acquisition and related financing transactions, including (i) cash consideration of $2.1 billion for (a) the acquisition of Hughes Communications common shares of approximately $1.4 billion (determined as approximately 21.8 million issued and outstanding Hughes Communications common shares as well as 0.8 million vested and outstanding common equity rights, all being acquired for $60.70 per share), and (b) settlement and adjustment of  pre-acquisition Hughes Communications debt of approximately $773 million (inclusive of obligatory call premiums) that is required to be repaid as part of the Acquisition and an additional $27 million of interest related to the repayment of Hughes Communications debt on these extinguished instruments; (ii) preliminary allocation of the $2.1 billion of purchase consideration to the assets and liabilities acquired, assuming no allocation of FCC licenses which will be determined at a later date; (iii) elimination of certain Hughes Communications’ assets and liabilities, such as historical deferred financing costs, subscriber acquisition costs (“SAC”), deferred revenue and other, in connection with acquisition accounting and the related elimination of Hughes Communications’ historical equity;  (iv) the reduction of revenue and the associated expenses on the pro forma condensed combined statements of operations to reflect elimination of deferred revenue and SAC in the preliminary purchase price allocation; and (v) other direct transaction costs of $24.4 million (reflected as an increase to accumulated deficit and net of tax effects of $9 million on the unaudited pro forma condensed combined balance sheet as of March 31, 2011).

(d)         Represents the pro forma adjustments to conform Hughes Communications’ accounting policy to those of EHHC, including but not limited to, depreciation expense which will no longer be recorded as a component of cost of sales, research and development, or selling general and administrative expenses based on the nature of the underlying long-lived asset but will prospectively be presented in the caption depreciation and amortization.

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(e)          Represents net incremental depreciation and amortization expense of $68 million and $16 million for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively, as a result of the allocation of purchase price to certain amortizable assets with useful lives ranging from 1 year to 11 years.  As indicated above, the allocation of purchase price is preliminary.  To the extent that the final purchase price allocation increases or decreases depreciable or amortizable assets, and therefore decreases or increases goodwill, our operating costs, in the form of depreciation or amortization, will be impacted.  For example, if an additional $50 million of the excess consideration were to be allocated to property and equipment or amortizable intangible assets (thus, reducing goodwill) and assuming an estimated life of 10 years using straight line depreciation or amortization, the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010 would reflect additional pre-tax expense of approximately $5 million.

(f)            Represents the estimated net increase in interest expense based on an assumed weighted average rate of 7.67% for the secured notes and the unsecured notes being offered by EHHC in connection with the Acquisition.  This pro forma financing information assumes EHHC raises necessary financing as further discussed below.  The ultimate interest rate could be significantly higher or lower than our current estimate.  A 1/8% variance in the assumed current rate used would impact our pro forma income before income taxes by approximately $2 million and $0.6 million for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively.  The components of the pro forma adjustment to interest expense include the following:

EchoStar has a binding commitment from a financial institution for $1.8 billion of financing to be utilized to purchase Hughes Communications. That financing includes a senior secured bridge facility and a senior unsecured bridge facility.

(g)         Represents the tax effect of pro forma adjustments using the EHHC blended federal, state and international statutory tax rates adjusted for permanent differences.  As indicated in Note (b), the allocation of the purchase price is preliminary.  We assumed no allocation of consideration to non-amortizable assets such as FCC licenses.  For each additional $50 million of excess consideration allocated to non-amortizable assets, such as FCC licenses, the corresponding increase in deferred tax liability would be approximately $19 million

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(assuming a tax rate of 37%), which, in turn, would increase the estimated amount of goodwill.

EHHC

Unaudited Pro Forma Condensed Combined Financial Data

Amounts in thousands, except for ratios

Other Pro Forma Financial Data and Credit Statistics

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(1) Includes transaction costs associated with the Merger Agreement.

(2) Adjusted EBITDA is defined as net income (loss) before interest, income taxes, depreciation, amortization, non-cash stock-based compensation expense, merger/restructuring costs, and settlement of class action litigation.  Adjusted EBITDA is not a recognized term under GAAP.  Adjusted EBITDA does not represent net income or cash flows from operations, as these terms are defined under GAAP, and should not be considered as alternatives to net income as an indicator of operating performance or to cash flows as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow available to management for discretionary use, as such measure does not consider certain cash requirements such as capital expenditures, tax payments, and debt service requirements. Adjusted EBITDA as presented herein is not necessarily comparable to similarly titled measures reported by other companies. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Adjusted EBITDA is also provided herein because management believes this non-GAAP financial measure provides useful information to both management and investors by excluding specific expenses that management believes are not indicative of its core operating results.   Management believes that investors may find this non-GAAP financial information useful in their assessment of its operating performance. In addition, management believes that this non-GAAP financial measure provides information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period.

(3)  Reflects total debt as of December 31, 2010 to Adjusted EBITDA.

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OTHER DATA

(1)       For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before income taxes, plus fixed charges. Fixed charges consist of interest incurred on all indebtedness, including capitalized interest and the imputed interest component of rental expense under noncancelable operating leases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EHHC

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and notes to the financial statements included elsewhere in this Exhibit 99.1.  This management’s discussion and analysis is intended to help provide an understanding of our financial condition, changes in financial condition and results of our operations and contains forward-looking statements that involve risks and uncertainties.  The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results.  Our actual results could differ materially from the results contemplated by these forward-looking statements.

EXECUTIVE SUMMARY

EHHC is a holding company and a direct, wholly-owned subsidiary of EchoStar Corporation, a publicly traded company listed on the Nasdaq Global Select Market.  EHHC was formed under Colorado law in March 2011 and its common stock is held by EchoStar Corporation.  Our historical financial statements were consolidated and reflect the historical financial position and results of combined operations of entities included in the consolidated financial statements of EchoStar that generally represent EchoStar’s satellite services business.  The assets and liabilities included in these historical financial statements were contributed to EHHC, effective March 2011.  EHHC operates in only one reportable business segment in North America, the satellite services segment, which uses our ten owned and leased in-orbit satellites and related FCC licenses to lease capacity on a full-time and occasional-use basis primarily to DISH Network, and secondarily to Dish Mexico, U.S. government service providers, state agencies, Internet service providers, broadcast news organizations, programmers and private enterprise customers.  We also use certain of our satellites to offer our ViP-TV service, which transports MPEG-4 IP encapsulated standard-definition and high-definition programming to telecommunications companies and rural cable operators.

Dependence on DISH Network.  We depend on DISH Network for a substantial portion of our revenue.  Therefore, our results of operations are and will for the foreseeable future be closely linked to the performance of DISH Network’s satellite pay-TV business.

While we expect to continue to provide satellite services to DISH Network for the foreseeable future, its satellite capacity requirements may change for a variety of reasons, including the launch of its own additional satellites.  Any termination or reduction in the services we provide to DISH Network would increase excess capacity on our satellites and require that we aggressively pursue alternative sources of revenue.

During September 2009, we entered into a ten-year satellite service agreement with DISH Network for capacity on the Nimiq 5 satellite.  Pursuant to this agreement, DISH Network will receive service from us on all 32 of the direct broadcast satellite (“DBS”) transponders covered by our satellite service agreement with Telesat.  DISH Network is currently receiving service on 24 of these DBS transponders and will receive service on the remaining eight DBS transponders over a phase-in period that will be completed in 2012.

During 2008, we entered into a ten-year satellite service agreement with DISH Network for capacity on the QuetzSat-1 satellite.  QuetzSat-1 is expected to be launched in the second half of 2011 and will operate at the 77 degree orbital location.  Pursuant to this agreement, DISH Network will receive service from us on 24 of the 32 DBS transponders covered by our satellite service agreement with SES Latin America S.A. (“SES”).

In addition, as the number of potential new customers for our business is small and may be limited by our relationship with DISH Network, our current customer concentration is likely to continue for the foreseeable future.  Our future success may also depend on the extent to which prospective customers that have been competitors of DISH Network are willing to purchase services from us.  Many of these customers may continue to view us as a competitor given the common ownership and management team we continue to share with DISH Network.

Additional Challenges.  Our ability to expand revenues will likely require that we displace incumbent suppliers that generally have well established business models and often benefit from long-term contracts with their customers.  As a result, to grow our business, we may need to develop or otherwise acquire access to new satellite-delivered services so that we may offer differentiated services to prospective customers.  However, there can be no assurance that we would be able to develop or otherwise acquire access to such differentiated services or develop the sales and marketing expertise necessary to sell such services profitably.

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In addition, as our satellite fleet ages, we will be required to evaluate replacement alternatives such as acquiring, leasing or constructing additional satellites, with or without customer commitments for capacity, which may require us to seek additional financing.  However, there can be no assurance that such financing will be available to fund any such replacement alternatives on terms that would be attractive to us or at all.

International DTH Platforms

During 2008, EchoStar entered into a joint venture for a direct-to-home (“DTH”) satellite service in Mexico known as Dish Mexico.  Pursuant to these arrangements, we provide satellite capacity to Dish Mexico.  During the years ended December 31, 2010, 2009 and 2008 and the three months ended March 31, 2011 and 2010, we sold satellite services of $9 million, $8 million, less than $1 million, $2 million and $2 million, respectively, to Dish Mexico.  As of March 31, 2011 and December 31, 2010 and 2009, amounts receivable from Dish Mexico totaled $1 million, $1 million and $1 million, respectively.

New Business Opportunities

We are exploring opportunities to selectively pursue partnerships, joint ventures and strategic acquisition opportunities that we believe may allow us to increase our existing market share, expand into new markets, broaden our portfolio of products and intellectual property, and strengthen our relationships with our customers.

On February 13, 2011, EchoStar Corporation, ESS and Merger Sub entered into the Merger Agreement with Hughes Communications, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Hughes Communications, with Hughes Communications continuing as the surviving entity, which will become a wholly owned subsidiary of EHHC.  The consummation of this transaction is subject to certain closing conditions, including FCC approval.  We currently expect that EHHC will incur indebtedness, through debt securities, credit facilities, or otherwise, to finance in part the cash consideration and the refinancing of certain existing Hughes Communications debt.  See “The Acquisition.”

The Acquisition brings together two of the leading providers of satellite communications services.  By combining Hughes Communications’ operational strength and proven record of customer satisfaction with ESS’ expertise in cutting edge satellite video technology, we expect that customers will benefit significantly from our shared institutional strengths.  We expect that the combination of ESS and Hughes Communications will create a strong leader in video and data transport, as it enables us to enter the Ka-broadband retail (and wholesale) satellite services market, and would provide us with broad exposure to the global enterprise VSAT market.  Furthermore, we expect that the Acquisition will enable us to export Ka-band consumer expertise internationally, and provide two and three-way bundled service offerings to global markets.  We also view the Acquisition as an opportunity for revenue and cost synergies.

Adverse Economic Conditions

Our ability to grow or maintain our business may be adversely affected by weak global and domestic economic conditions that may adversely affect the markets in which we operate.  Our ability to increase our income or to generate additional revenues will depend in part on our ability to organically grow our business, identify and successfully exploit opportunities to acquire other businesses or technologies, and enter into strategic partnerships.  These activities may require significant additional capital that may not be available on terms that would be attractive to us or at all.  In particular, volatile credit markets, which have significantly impacted the availability and cost of financing, specifically in the leveraged finance markets, may significantly constrain our ability to obtain financing to support our growth initiatives.  These developments in the credit markets may increase our cost of financing and impair our liquidity position.  In addition, these developments may cause us to defer or abandon business strategies and transactions that we would otherwise pursue if financing were available on acceptable terms.

Future Capital Sources

EchoStar Corporation is required to make a contribution sufficient to ensure that EHHC will have a cash balance of $300 million subsequent to the Acquisition.  The Acquisition will primarily be funded with the net proceeds received by EHHC from the proposed offering along with existing cash balances and the aforementioned contribution.  Following the Acquisition, we expect our future working capital, capital expenditures and debt service requirements to be funded with cash generated from operations and future financings.  Since we depend on DISH Network for a substantial portion of our revenue, our cash flow from operations depends heavily on their needs for services.  There can be no assurance that we will always have positive cash flows from operations.

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Basis of Presentation

Our consolidated statements of operations include expenses that are clearly identifiable to us as a specific entity or subsidiary of EchoStar engaged in the satellite services business, as well as expense allocations for certain centralized corporate functions, including overhead, provided to us by EchoStar.  These expense allocations include services for, among other things, treasury, tax, accounting and reporting, risk management, legal, internal audit, human resources, and information technology.  For expenses that are clearly identifiable to us, allocations are made to us on a specific identification basis.  For expenses that are not clearly identifiable to us, allocations are based on the relative percentages, as compared to EchoStar’s other business, of revenue, headcount or other appropriate methods depending on the nature of each item of cost allocated.

These consolidated financial statements may not include all of the actual expenses that would have been incurred had EHHC been a stand-alone entity.  While we believe the allocations, including their related assumptions, are reasonable, the amounts may not reflect our future results of operations, financial position and cash flows or reflect what our results of operations, financial position and cash flows would have been had we been a separate, stand-alone company during the periods presented.

EXPLANATION OF KEY METRICS AND OTHER ITEMS

Services and other revenue — DISH Network.  “Services and other revenue — DISH Network” primarily includes revenue associated with satellite and transponder leasing, satellite uplinking/downlinking, telemetry, tracking and control and other services provided to DISH Network.

Services and other revenue — other.  “Services and other revenue — other” primarily includes revenue associated with satellite and transponder leasing, satellite uplinking/downlinking and other services provided to customers other than DISH Network.

Cost of sales - services and other.  “Cost of sales - services and other” principally includes costs associated with satellite and transponder leasing, satellite uplinking/downlinking, telemetry, tracking and control, and other services.

Selling, general and administrative expenses.  “Selling, general and administrative expenses” consists primarily of selling and marketing costs and employee-related costs associated with administrative services (i.e., information systems, human resources and other services), including non-cash, stock-based compensation expense.  It also includes professional fees (i.e., legal, information systems and accounting services) and other items associated with facilities and administrative services provided by DISH Network and other third parties.

Depreciation and amortization.  “Depreciation and amortization” consists primarily of depreciation expense associated with our satellites.

Impairments of long-lived assets.  “Impairments of long-lived assets” consists primarily of impairments of our satellites.

Interest expense, net of amounts capitalized.  “Interest expense, net of amounts capitalized” primarily includes interest expense associated with our capital lease obligations.

Other, net.  The primary component of “Other, net” is equity in earnings and losses of our affiliates.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”).  EBITDA is defined as “Net income (loss)” plus “Interest expense, net of amounts capitalized” net of “Interest income,” “Income taxes” and “Depreciation and amortization.”  This “non-GAAP financial measure” is reconciled to “Net income (loss)” in our discussion of “Results of Operations” below.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010.

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Services and other revenue — DISH Network.  “Services and other revenue — DISH Network” totaled $53 million during the three months ended March 31, 2011, an increase of $2 million or 2.9% compared to the same period in 2010.  The change was primarily driven by an increase in satellite related revenue provided to DISH Network.  See Note 8 to our condensed unaudited consolidated financial statements for further discussion.

Services and other revenue — other.  “Services and other revenue — other” totaled $15 million during the three months ended March 31, 2011, an increase of $3 million or 22.9% compared to the same period in 2010.  The change was driven primarily by an increase in transponder leasing provided to customers other than DISH Network.

Cost of sales — services and other.  “Cost of sales — services and other” totaled $17 million during the three months ended March 31, 2011, an increase of $3 million or 25.0% compared to the same period in 2010.  This change primarily resulted from an increase in costs related to service on the EchoStar I satellite, which we began leasing from DISH Network late in the first quarter of 2010.  “Cost of sales — services and other” represented 25.1% and 21.5% of “Total revenue” during the three months ended March 31, 2011 and 2010, respectively.  This change in the expense to revenue ratio was primarily driven by the increase in satellite related expense, discussed above.  The majority of our costs associated with transponder leasing are related to satellites, which are included in “Depreciation and amortization” expense and not included as part of the cost of sales.

Selling, general and administrative expenses.  “Selling, general and administrative expenses” totaled $6 million during the three months ended March 31, 2011, an increase of $3 million compared to the same period in 2010, as a result of an increase in professional services fees related to transaction costs for the acquisition of Hughes Communications.  “Selling, general and administrative expenses” represented 9.1% and 4.6% of “Total revenue” during the three months ended March 31, 2011 and 2010, respectively, related to the increase in expenses discussed above.

Depreciation and amortization.  “Depreciation and amortization” totaled $23 million during the three months ended March 31, 2011, an decrease of $2 million or 6.7% compared to the same period in 2010 as a result of a decrease in the asset value of AMC-16 related to the partial loss of satellite capacity for which we reduced the satellite’s carrying value.

Interest expense, net of amounts capitalized.  “Interest expense, net of amounts capitalized” totaled $3 million during the three months ended March 31, 2011, a decrease in expense of $6 million compared to the same period in 2010.  This change primarily resulted from a higher amount of capitalized interest in the three months ended March 31, 2011 compared to the same period in 2010 primarily related to the construction of the EchoStar XVI satellite.

Earnings before interest, taxes, depreciation and amortization.  EBITDA was $45 million during the three months ended March 31, 2011, a decrease of $2 million compared to the same period in 2010.  The following table reconciles EBITDA to the accompanying financial statements.

EBITDA is not a measure determined in accordance with GAAP and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP.  Conceptually, EBITDA measures the amount of income generated each period that could be used to service debt, pay taxes and fund capital expenditures.  EBITDA should not be considered in isolation or as a substitute for measures of performance prepared 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 liquidity and the underlying operating performance of our business.  Management also believes that EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry.

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Income tax (provision) benefit, net.  The income tax provision totaled $7 million during the three months ended March 31, 2011, an increase of $2 million compared to the same period in 2010.  This change resulted primarily from an increase in “Income (loss) before income taxes.”

Net income (loss).  Our net income was $11 million during the three months ended March 31, 2011, an increase of $4 million compared to the same period in 2010.  This increase was primarily attributable to the changes in revenue and expenses discussed above.

Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009.