Operator: Greetings, and welcome to the EchoStar Corporation Q2 2026 Earnings Conference Call. [Operator Instructions] 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.

Jeffrey Blum: Good afternoon. I'm here with Charlie Ergen; Paul Orban, our CFO; and John Swieringa, 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, 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 from any 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 risks 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 GAAP measure and a reconciliation for OIBDA is presented in our earnings release and in the case of free cash flow in our Form 10-Q as filed today with the SEC. With that, I'll turn it over to Charlie.

Charles Ergen: 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 1, 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 of points on that. One is this filing is strictly limited to the Hughes entities. It does not include EchoStar Corporation, our other non-Hughes subsidiaries or even Hughes international entities. Second, we have first day motions this afternoon in front of the court to ensure that Hughes continues to operate in 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 -- we are -- you do -- are referring to our press release, there's a link to our filing that I think lays out, chapter and verse, the details there. So with that, we'll take questions.

Operator: [Operator Instructions] And your first question comes from David Barden with New Street Research.

David Barden: 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?

Charles Ergen: Yes. Thanks, David, for the question. I think the way -- first of all, you did -- you will see in the 10-K -- 10-Q, I guess, that we did increase the authorization. The Board increased the authorization on -- from up to $5 billion of buybacks. So it's obviously, one of the things that we look at based on our capital structure is -- one of the things that we look at, I would say, first and foremost, we look at investing in our business. So we look at our existing businesses to invest in and the opportunities there. And then EchoStar Capital now under the leadership of Tom Cullen. 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.

Operator: Your next question comes from Brent Penter with Raymond James.

Brent Penter: A couple for me. First one 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?

Charles Ergen: Yes, 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 in the same area in the company. And obviously, Tom comes with a wealth of experience in long term with -- in the industry, not just at EchoStar.

Brent Penter: 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?

Charles Ergen: Yes, Brent, those are all good questions. The -- I guess the way I try to answer your question is we still are of mind that the cost of finalizing the liquid -- the termination of our wireless network and our tax liability is in that $5 billion to $7 billion range. The -- 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, is litigation on the termination of the network. And there -- obviously, we don't know where SpaceX will be in the future. But we know that -- and we know that there's things like 1033 exchanges and things that can reduce tax liability. So we're in that $5 billion to $7 billion range in terms of what we think it's going to be, but that includes our wireless network termination. So that -- but we're not -- again, we're a good steward of capital. So we're looking at everything and how we can make sure that we take care of capital the best way.

Brent Penter: 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 MNSA contracts with T-Mobile and AT&T and changing control provisions there?

Charles Ergen: 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 management, we haven't cracked the code on how to be successful to the level we'd like to in the wireless business. In general, we've treaded water for 4 years now. We were slightly cash positive in the quarter, but we did lose subscribers. But having said that, the -- we have new leadership with Bob Rupczynski, who joined us 4 or 5 months ago, and he's certainly taken a fresh approach. We think we have some strategic initiatives going forward that will reinvigorate that part of our business. In general, we're not -- we -- all of our businesses have to run at a profit long term. And they have to have a right to exist and because everybody is only as good as their last quarter. So we like the business. We're disappointed that we haven't done better in it. 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 -- contractually to -- whether it be M&A or partnering with people. And we'll continue to see if we can figure out how to be productive there.

Operator: Your next question comes from Sebastiano Petti with JPMorgan.

Sebastiano Petti: Charlie, just maybe going back to David Barden's question, just -- I mean, why increase the buyback from $2 billion 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 time line? 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?

Charles Ergen: Yes. We do have some restrictions in our -- 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 -- Sebastiano, 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 is mandated by the FCC. And put that $2.4 billion aside, we have about -- when you look at the total company, we have about $14 billion or $15 billion in cash. We have that $5 billion to $7 billion liability in our opinion, going forward, which includes the $2.4 billion. And then we still have -- 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, which continues 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 $1.9 billion of convert debt that at this point is in the money with converts. So you end up with a company that's cash rich, not much debt. You can -- 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. This year is interesting because we're -- a lot -- unfortunately, a lot of focus is really just cleaning up the network shutdown and now cleaning some of that up through the courts just because we had no other choice but to do that. And then getting into 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 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 is excited about it and very focused on it.

Operator: Your next question comes from Walter Piecyk with LightShed.

Walter Piecyk: Just a question on the DBS prepackaged proceedings. I know bidders could still obviously potentially emerge during this process. But assuming that you end up being the kind of stalking horse bidder for the -- and the winner of those assets, just thoughts on like what you do with the radios. 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 effectively still owning at the end of that reorg?

Charles Ergen: It would be -- Walt, it would be way premature to speculate on that. I mean I think that the -- you can see our stalking 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.

Walter Piecyk: Got it. And then on the...

Charles Ergen: I think -- and Walt, I cut you off there. I think the more important thing, the way I would look at it is we're a unique company in the sense that -- and in the sense that we have mobility through Boost, 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 WiFi, broadband, whether that be through a cable or satellite, probably maybe some people with both. People still have video needs, and we're uniquely positioned to do that. And because it looks to me like in terms of an actual network, the Big 3 network have done a good job of building a pretty big moat around their businesses. And we kind of play with one foot in that business 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, I think will be helpful for us going forward. We have to prove it, of course.

Walter Piecyk: You bid also in the re-auction of the DE stuff. Do you have plans to bid in the upcoming C-band auction? And -- or does anything you -- 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?

Charles Ergen: Yes. The auction rules aren't out for the C-band auction, but we would anticipate that we would not be prevented from participating. And we've participated, I think, in every auction since that -- since the first one. We don't -- I don't think -- actually, the first one was a satellite auction we participated, but the first terrestrial, 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.

Walter Piecyk: Just one last question. 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're saying, obviously, invest in what you already have, right, and then share repurchase and dividends. And I know it was mentioned kind of new initiatives, but is that kind of deprioritized in terms of the use of capital when all this cash starts flowing in from the spectrum sales?

Charles Ergen: Yes. No, I think I would say it a different way. I think obviously, investing in our core businesses today where we have opportunities. But secondarily, we would -- the second thing we'd look at 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? If you -- 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. I mean, the market is pretty frothy. It -- we're not going to rush out to do something and overpay for something just because we have money. So it's -- I can only tell you if I'm playing poker, you can have -- 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 it's pretty frothy right now. So we probably are more cautious -- we'd probably be more cautious than some.

Operator: Your next question comes from Michael Rollins with Citi.

Michael Rollins: Just curious, Charlie, if I could ask a follow-up to that and then a second question. So the follow-up, when you discussed 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 to 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 CBRS, the 700 megahertz?

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

Jeffrey Blum: In terms of spectrum, so in September, as you know, the FCC from the Chairman confirmed that we had met our build-outs, we had met our commitments. So that is sort of 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 in exchange for an extension of 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 rule on that in the near term.

Operator: Your next question comes from Bryan Kraft with Deutsche Bank.

Bryan Kraft: 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 restricting share repurchases? And then 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 8-K 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 in 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? And then just the last one, I just wanted to sort of do a reality check with you on just maybe what the risk is on the time line for the DISH Wireless and DISH DBS bankruptcies just given the opposition from the infrastructure companies.

Charles Ergen: Yes. I'll take that last one, the time line of DISH Wireless first. I think our confirmation hearing -- it's a confirmation hearing, is set for October 13. So I think our expectation today is that that's going to -- the DISH 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 are -- we do have some restrictions on buyback. And 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 we would do. But we like -- 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 another question. Change in investing, Hamid 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 we forced -- other than we -- because we're all kind of at a one place now and we're all -- kind of daily conversations, so just communication is a little bit better. I think we look at our core businesses first a little, 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 good management is going to find opportunity. But because things are frothy, I think opportunities are a little bit harder because there's a lot of cash on the sidelines and some pretty interesting valuations out there.

Bryan Kraft: Am I hearing you correctly...

Unknown Executive: DIRECTV question...

Charles Ergen: DIRECTV. The -- 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 put -- to do something with the companies and what that might look like, buyer, seller, joint, we have no preconceived notions of that. The question would be, is there something at the right value. We think we're playing a little bit longer-term game at DISH. We do -- we are investing in that business. We're investing in how we approach the customer and the customer relationships. It doesn't exactly -- in the short term, that's kind of a negative to OIBDA or EBITDA, right? You could have a shorter-term approach and make those numbers go up. And 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's something where people could agree on valuations or agree on incentives going forward, then that would be -- when I say invest in our business, 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. So...

Bryan Kraft: 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 EchoStar 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 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 like something that we're missing here? Or can you maybe shed a little more light on that?

Charles Ergen: Yes. I mean yes, you're missing the fact that, a, good management gets themselves in a 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 got to write reports and you 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 the -- 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, we'll be prudent. And it will -- we probably have some mix of risk in terms of some things we take relative risk on and in some places, we're conservative. But we're generally conservative as a company, right? It's rare that we take 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.

Bryan Kraft: I certainly appreciate that. I do think there's a big opportunity to create long-term value though, because of that NAV discount. And that was more the nature of the question.

Charles Ergen: Yes. I mean, I think it's Captain Obvious.

Operator: [Operator Instructions] Your next question comes from Mark Dunbar with JPMorgan.

Mark Dunbar: 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 but would like to just get your thoughts on that.

Charles Ergen: 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 the way I look at it to do things professionally and realistically and unemotionally, and 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. You now 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 to -- 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 litigated 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 we may -- which one side or the other may like or not like. My experience has been, I'd rather make that decision myself and in negotiation, but it takes two to tango.

Operator: And your next question comes from Michael Abatemarco with Helix Partners.

Michael Abatemarco: I just was wondering if you'd be able to clarify the $5 billion to $7 billion liability as it relates to the SpaceX taxes. Does that also include the kind of appreciation in value in SpaceX? And does that include any kind of 1033 dynamics?

Charles Ergen: It really -- the answer is it's taken all those variables into account and against our best guess, but 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 if you took -- 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 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 there -- 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. We have -- so obviously, it could be higher given where the tower companies think things should go. So -- but -- as of today -- and then we'll let you know if things change. But as of today, we still see things in that range. And it's up to us as management that it's going to take some work to get it to that range. We're certainly not there yet.

Operator: [Operator Instructions] And with that, we will conclude today's call. All parties may disconnect. Have a good day.