Supplemental Guarantor an Non-Guarantor Financial Information | Supplemental Guarantor and Non-Guarantor Financial Information Certain of our wholly-owned subsidiaries (together, the “Guarantor Subsidiaries”) have fully and unconditionally guaranteed, on a joint and several basis, the obligations of our 6 1/2% Senior Secured Notes due 2019 and 7 5/8 % Senior Unsecured Notes due 2021 (collectively, the “Notes”), which were issued on June 1, 2011. See Note 10 for further information on the Notes. In lieu of separate financial statements of the Guarantor Subsidiaries, condensed consolidating financial information prepared in accordance with Rule 3-10(f) of Regulation S-X is presented below, including the condensed balance sheet information, the condensed statement of operations and comprehensive income (loss) information and the condensed statement of cash flows information of HSS, the Guarantor Subsidiaries on a combined basis and the non-guarantor subsidiaries of HSS on a combined basis and the eliminations necessary to arrive at the corresponding information of HSS on a consolidated basis. The indentures governing the Notes contain restrictive covenants that, among other things, impose limitations on our ability and the ability of certain of our subsidiaries to pay dividends or make distributions, incur additional debt, make certain investments, create liens or enter into sale and leaseback transactions, merge or consolidate with another company, transfer and sell assets, or enter into transactions with affiliates. The condensed consolidating financial information presented below should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. Condensed Consolidating Balance Sheet as of March 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 354,565 $ 50,577 $ 15,786 $ — $ 420,928 Marketable investment securities, at fair value 221,002 14,659 — — 235,661 Trade accounts receivable, net — 97,420 31,534 — 128,954 Trade accounts receivable - DISH Network, net — 19,706 — — 19,706 Inventory — 42,330 11,028 — 53,358 Advances to affiliates, net 10 879,821 6,244 (823,659 ) 62,416 Other current assets 11 24,818 21,874 — 46,703 Total current assets 575,588 1,129,331 86,466 (823,659 ) 967,726 Restricted cash and cash equivalents 12,603 7,500 699 — 20,802 Property and equipment, net — 2,180,818 130,019 — 2,310,837 Regulatory authorizations — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 106,748 — — 106,748 Investments in unconsolidated entities — 43,340 — — 43,340 Investment in subsidiaries 3,508,611 272,544 — (3,781,155 ) — Advances to affiliates 700 344 — (1,044 ) — Other noncurrent assets, net 264,129 136,238 157,550 (264,129 ) 293,788 Total assets $ 4,361,631 $ 4,852,694 $ 374,734 $ (4,869,987 ) $ 4,719,072 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 85,323 $ 12,531 $ — $ 97,854 Trade accounts payable - DISH Network — 6 — — 6 Current portion of long-term debt and capital lease obligations, net of debt issuance costs 1,860,262 29,634 1,390 — 1,891,286 Advances from affiliates, net 795,625 5,108 26,555 (823,659 ) 3,629 Accrued expenses and other 50,956 114,158 23,094 — 188,208 Total current liabilities 2,706,843 234,229 63,570 (823,659 ) 2,180,983 Long-term debt and capital lease obligations, net of unamortized debt issuance costs — 287,343 1,122 — 288,465 Advances from affiliates — — 29,142 (1,044 ) 28,098 Other non-current liabilities — 819,393 53 (264,129 ) 555,317 Total HSS shareholders’ equity (deficit) 1,654,788 3,511,729 269,426 (3,781,155 ) 1,654,788 Noncontrolling interests — — 11,421 — 11,421 Total liabilities and shareholders’ equity (deficit) $ 4,361,631 $ 4,852,694 $ 374,734 $ (4,869,987 ) $ 4,719,072 Condensed Consolidating Balance Sheet as of December 31, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 300,634 $ 55,767 $ 26,589 $ — $ 382,990 Marketable investment securities, at fair value 238,249 15,094 — — 253,343 Trade accounts receivable, net — 101,923 37,587 — 139,510 Trade accounts receivable - DISH Network, net — 21,258 — — 21,258 Advances to affiliates, net 10 807,341 6,244 (766,208 ) 47,387 Inventory — 39,948 8,849 — 48,797 Other current assets 40 24,565 26,890 — 51,495 Total current assets 538,933 1,065,896 106,159 (766,208 ) 944,780 Restricted cash and cash equivalents 11,985 7,500 655 — 20,140 Property and equipment, net — 2,181,495 83,907 — 2,265,402 Regulatory authorizations — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 115,420 — — 115,420 Investments in unconsolidated entities — 41,481 — — 41,481 Investment in subsidiaries 3,350,914 166,739 — (3,517,653 ) — Advances to affiliates 700 678 — (1,378 ) — Other noncurrent assets, net 254,486 135,970 72,255 (254,486 ) 208,225 Total assets $ 4,157,018 $ 4,691,010 $ 262,976 $ (4,539,725 ) $ 4,571,279 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 86,477 $ 11,171 $ — $ 97,648 Trade accounts payable - DISH Network — 19 — — 19 Current portion of long-term debt and capital lease obligations — 28,829 1,455 — 30,284 Advances from affiliates, net 739,810 5,307 24,863 (766,207 ) 3,773 Accrued expenses and other 28,154 130,532 22,550 — 181,236 Total current liabilities 767,964 251,164 60,039 (766,207 ) 312,960 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 1,858,724 295,060 1,204 — 2,154,988 Advances from affiliates — — 26,661 (1,378 ) 25,283 Other non-current liabilities — 790,843 52 (254,487 ) 536,408 Total HSS shareholders’ equity (deficit) 1,530,330 3,353,943 163,710 (3,517,653 ) 1,530,330 Noncontrolling interests — — 11,310 — 11,310 Total liabilities and shareholders’ equity (deficit) $ 4,157,018 $ 4,691,010 $ 262,976 $ (4,539,725 ) $ 4,571,279 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended March 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - other $ — $ 246,078 $ 29,778 $ (5,433 ) $ 270,423 Services and other revenue - DISH Network — 113,075 — — 113,075 Equipment revenue - other — 43,897 2,937 (3,975 ) 42,859 Equipment revenue - DISH Network — 2,769 — — 2,769 Total revenue — 405,819 32,715 (9,408 ) 429,126 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 108,448 21,274 (5,145 ) 124,577 Cost of sales - equipment (exclusive of depreciation and amortization) — 44,013 2,607 (3,512 ) 43,108 Selling, general and administrative expenses — 62,339 9,327 (751 ) 70,915 Research and development expenses — 6,932 — — 6,932 Depreciation and amortization — 100,842 1,527 — 102,369 Total costs and expenses — 322,574 34,735 (9,408 ) 347,901 Operating income — 83,245 (2,020 ) — 81,225 Other Income (Expense): Interest income 1,229 45 649 (9 ) 1,914 Interest expense, net of amounts capitalized (34,781 ) (4,469 ) 1,210 9 (38,031 ) Gains on marketable investment securities — 215 — — 215 Equity in earnings of unconsolidated affiliate — 1,859 — — 1,859 Equity in earnings (losses) of subsidiaries, net 51,079 (446 ) — (50,633 ) — Other, net 6,750 (207 ) 346 — 6,889 Total other income (expense), net 24,277 (3,003 ) 2,205 (50,633 ) (27,154 ) Income (loss) before income taxes 24,277 80,242 185 (50,633 ) 54,071 Income tax benefit (provision), net 9,642 (29,074 ) (609 ) — (20,041 ) Net income (loss) 33,919 51,168 (424 ) (50,633 ) 34,030 Less: Net income attributable to noncontrolling interests — — 111 — 111 Net income (loss) attributable to HSS $ 33,919 $ 51,168 $ (535 ) $ (50,633 ) $ 33,919 Comprehensive Income (Loss): Net income (loss) $ 33,919 $ 51,168 $ (424 ) $ (50,633 ) $ 34,030 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 7,709 — 7,709 Unrealized gains (losses) on available-for-sale securities and other 244 (650 ) 32 — (374 ) Equity in other comprehensive income (loss) of subsidiaries, net 7,091 7,741 — (14,832 ) — Total other comprehensive income (loss), net of tax 7,335 7,091 7,741 (14,832 ) 7,335 Comprehensive income (loss) 41,254 58,259 7,317 (65,465 ) 41,365 Less: Comprehensive income attributable to noncontrolling interests — — 111 — 111 Comprehensive income (loss) attributable to HSS $ 41,254 $ 58,259 $ 7,206 $ (65,465 ) $ 41,254 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended March 31, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue $ — $ 246,411 $ 36,531 $ (13,263 ) $ 269,679 Services and other revenue - DISH Network — 131,262 179 — 131,441 Equipment revenue — 44,854 5,981 (2,784 ) 48,051 Equipment revenue - DISH Network — 1,063 — — 1,063 Total revenue — 423,590 42,691 (16,047 ) 450,234 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 118,087 25,094 (13,263 ) 129,918 Cost of sales - equipment (exclusive of depreciation and amortization) — 43,056 4,590 (2,435 ) 45,211 Selling, general and administrative expenses — 62,894 8,000 (349 ) 70,545 Research and development expenses — 5,554 — — 5,554 Depreciation and amortization — 106,392 1,622 — 108,014 Total costs and expenses — 335,983 39,306 (16,047 ) 359,242 Operating income — 87,607 3,385 — 90,992 Other Income (Expense): Interest income 833 58 251 (43 ) 1,099 Interest expense, net of amounts capitalized (36,553 ) (8,935 ) 359 43 (45,086 ) Equity in earnings of unconsolidated affiliate — 1,397 — — 1,397 Equity in earnings (losses) of subsidiaries, net 54,188 1,033 — (55,221 ) — Other, net (3,750 ) 4,560 (1,863 ) — (1,053 ) Total other income (expense), net 14,718 (1,887 ) (1,253 ) (55,221 ) (43,643 ) Income (loss) before income taxes 14,718 85,720 2,132 (55,221 ) 47,349 Income tax benefit (provision), net 14,289 (31,444 ) (818 ) — (17,973 ) Net income (loss) 29,007 54,276 1,314 (55,221 ) 29,376 Less: Net income (loss) attributable to noncontrolling interests — — 369 — 369 Net income (loss) attributable to HSS $ 29,007 $ 54,276 $ 945 $ (55,221 ) $ 29,007 Comprehensive Income (Loss): Net income (loss) $ 29,007 $ 54,276 $ 1,314 $ (55,221 ) $ 29,376 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (10,234 ) — (10,234 ) Unrealized gains on available-for-sale securities and other 1,557 — — — 1,557 Equity in other comprehensive income (loss) of subsidiaries, net (10,234 ) (10,234 ) — 20,468 — Total other comprehensive income (loss), net of tax (8,677 ) (10,234 ) (10,234 ) 20,468 (8,677 ) Comprehensive income (loss) 20,330 44,042 (8,920 ) (34,753 ) 20,699 Less: Comprehensive income attributable to noncontrolling interests — — 369 — 369 Comprehensive income (loss) attributable to HSS $ 20,330 $ 44,042 $ (9,289 ) $ (34,753 ) $ 20,330 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 33,919 $ 51,168 $ (424 ) $ (50,633 ) $ 34,030 Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization — 100,842 1,527 — 102,369 Deferred tax provision (benefit) (9,642 ) 28,987 (114 ) — 19,231 Changes in operating assets and liabilities 34,354 (83,829 ) 9,940 50,633 11,098 Net cash flows from operating activities 58,631 97,168 10,929 — 166,728 Cash Flows from Investing Activities: Purchases of marketable investment securities (134,572 ) — — — (134,572 ) Sales and maturities of marketable investment securities 146,814 — — — 146,814 Purchases of property and equipment — (88,958 ) (39,999 ) — (128,957 ) Changes in restricted cash and cash equivalents (618 ) — (44 ) — (662 ) Investment in subsidiary (28,199 ) (28,199 ) — 56,398 — Payment for EchoStar XXI launch services — — (11,875 ) — (11,875 ) Expenditures for externally marketed software — (5,959 ) — — (5,959 ) Other, net — 340 — (340 ) — Net cash flows from investing activities (16,575 ) (122,776 ) (51,918 ) 56,058 (135,211 ) Cash Flows from Financing Activities: Proceeds from capital contribution from parent — 28,199 28,199 (56,398 ) — Capital contribution from EchoStar 11,875 — — — 11,875 Repayment of other debt and capital lease obligations — (6,912 ) (1,302 ) — (8,214 ) Advances from affiliates — — 2,504 — 2,504 Other, net — (869 ) 742 340 213 Net cash flows from financing activities 11,875 20,418 30,143 (56,058 ) 6,378 Effect of exchange rates on cash and cash equivalents — — 43 — 43 Net increase (decrease) in cash and cash equivalents 53,931 (5,190 ) (10,803 ) — 37,938 Cash and cash equivalents, at beginning of period 300,634 55,767 26,589 — 382,990 Cash and cash equivalents, at end of period $ 354,565 $ 50,577 $ 15,786 $ — $ 420,928 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 29,007 $ 54,276 $ 1,314 $ (55,221 ) $ 29,376 Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization — 106,392 1,622 — 108,014 Deferred tax provision (benefit) (14,289 ) 31,433 (109 ) — 17,035 Changes in operating assets and liabilities 49,902 (113,995 ) 1,328 55,221 (7,544 ) Net cash flows from operating activities 64,620 78,106 4,155 — 146,881 Cash Flows from Investing Activities: Purchases of marketable investment securities (90,594 ) — — — (90,594 ) Sales and maturities of marketable investment securities 52,683 — — — 52,683 Purchases of property and equipment — (79,881 ) (12,429 ) — (92,310 ) Expenditures for externally marketed software — (4,944 ) — — (4,944 ) Changes in restricted cash and cash equivalents (1,006 ) — (40 ) — (1,046 ) Investment in subsidiary (11,000 ) — — 11,000 — Other, net — (9 ) — — (9 ) Net cash flows from investing activities (49,917 ) (84,834 ) (12,469 ) 11,000 (136,220 ) Cash Flows from Financing Activities: Proceeds from capital contributions from parent — — 11,000 (11,000 ) — Repayment of long-term debt and capital lease obligations — (13,857 ) (1,181 ) — (15,038 ) Other, net (1 ) (819 ) 1,599 — 779 Net cash flows from financing activities (1 ) (14,676 ) 11,418 (11,000 ) (14,259 ) Effect of exchange rates on cash and cash equivalents — — (2,566 ) — (2,566 ) Net increase (decrease) in cash and cash equivalents 14,702 (21,404 ) 538 — (6,164 ) Cash and cash equivalents, at beginning of period 142,762 51,592 31,203 — 225,557 Cash and cash equivalents, at end of period $ 157,464 $ 30,188 $ 31,741 $ — $ 219,393 |