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 2019 Senior Secured Notes and 2021 Senior Unsecured Notes, which were issued on June 1, 2011. See Note 10 for further information on the 2019 Senior Secured Notes and the 2021 Senior Unsecured 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 2019 Senior Secured Notes and the 2021 Senior Unsecured 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, enter into transactions with affiliates or allow to exist certain restrictions on the ability of certain of our subsidiaries to pay dividends, make distributions, make other payments, or transfer assets to us. 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 June 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 288,615 $ 37,370 $ 23,803 $ — $ 349,788 Marketable investment securities, at fair value 306,925 8,710 — — 315,635 Trade accounts receivable, net — 105,910 27,469 — 133,379 Trade accounts receivable - DISH Network, net — 27,270 — — 27,270 Inventory — 46,440 8,801 — 55,241 Advances to affiliates, net 10 894,102 7,046 (820,971 ) 80,187 Other current assets 86 22,443 24,084 — 46,613 Total current assets 595,636 1,142,245 91,203 (820,971 ) 1,008,113 Restricted cash and cash equivalents 13,479 7,500 745 — 21,724 Property and equipment, net — 2,167,215 155,345 — 2,322,560 Regulatory authorizations — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 98,077 — — 98,077 Investments in unconsolidated entities — 37,220 — — 37,220 Investment in subsidiaries 3,584,981 293,096 — (3,878,077 ) — Advances to affiliates 700 — — (700 ) — Other noncurrent assets, net 166,406 139,326 150,172 (166,406 ) 289,498 Total assets $ 4,361,202 $ 4,860,510 $ 397,465 $ (4,866,154 ) $ 4,753,023 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 94,357 $ 10,022 $ — $ 104,379 Trade accounts payable - DISH Network — 5 — — 5 Current portion of long-term debt and capital lease obligations — 30,460 950 — 31,410 Advances from affiliates, net 793,921 5,896 25,678 (820,971 ) 4,524 Accrued expenses and other 10,788 120,419 27,140 — 158,347 Total current liabilities 804,709 251,137 63,790 (820,971 ) 298,665 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 1,861,828 279,411 1,122 — 2,142,361 Deferred tax liabilities, net — 658,710 — (166,406 ) 492,304 Advances from affiliates — — 31,061 (700 ) 30,361 Other non-current liabilities — 83,062 59 — 83,121 Total HSS shareholders’ equity (deficit) 1,694,665 3,588,190 289,887 (3,878,077 ) 1,694,665 Noncontrolling interests — — 11,546 — 11,546 Total liabilities and shareholders’ equity (deficit) $ 4,361,202 $ 4,860,510 $ 397,465 $ (4,866,154 ) $ 4,753,023 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 Deferred tax liabilities, net — 706,837 — (254,487 ) 452,350 Advances from affiliates — — 26,661 (1,378 ) 25,283 Other non-current liabilities — 84,006 52 — 84,058 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 June 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - other $ — $ 248,005 $ 32,239 $ (5,681 ) $ 274,563 Services and other revenue - DISH Network — 112,528 — — 112,528 Equipment revenue - other — 50,636 3,888 (2,998 ) 51,526 Equipment revenue - DISH Network — 2,101 — — 2,101 Total revenue — 413,270 36,127 (8,679 ) 440,718 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 108,424 23,958 (5,582 ) 126,800 Cost of sales - equipment (exclusive of depreciation and amortization) — 46,903 3,003 (2,586 ) 47,320 Selling, general and administrative expenses — 60,197 9,499 (511 ) 69,185 Research and development expenses — 7,562 — — 7,562 Depreciation and amortization — 100,679 1,626 — 102,305 Total costs and expenses — 323,765 38,086 (8,679 ) 353,172 Operating income — 89,505 (1,959 ) — 87,546 Other Income (Expense): Interest income 1,404 34 70 (1 ) 1,507 Interest expense, net of amounts capitalized (34,810 ) (3,629 ) 2,379 1 (36,059 ) Gains (losses) on marketable investment securities, net 2,985 2,095 — — 5,080 Equity in earnings of unconsolidated affiliate — 2,245 — — 2,245 Equity in earnings (losses) of subsidiaries, net 56,189 620 — (56,809 ) — Other, net — (2,069 ) 569 — (1,500 ) Total other income (expense), net 25,768 (704 ) 3,018 (56,809 ) (28,727 ) Income (loss) before income taxes 25,768 88,801 1,059 (56,809 ) 58,819 Income tax benefit (provision) 11,920 (32,523 ) (217 ) — (20,820 ) Net income (loss) 37,688 56,278 842 (56,809 ) 37,999 Less: Net income attributable to noncontrolling interests — — 311 — 311 Net income (loss) attributable to HSS $ 37,688 $ 56,278 $ 531 $ (56,809 ) $ 37,688 Comprehensive Income (Loss): Net income (loss) $ 37,688 $ 56,278 $ 842 $ (56,809 ) $ 37,999 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 1,643 — 1,643 Unrealized gains (losses) on available-for-sale securities and other 3,116 (905 ) (44 ) — 2,167 Recognition of realized gains on available-for-sale securities included in net income (2,985 ) — — — (2,985 ) Equity in other comprehensive income (loss) of subsidiaries, net 880 1,785 — (2,665 ) — Total other comprehensive income (loss), net of tax 1,011 880 1,599 (2,665 ) 825 Comprehensive income (loss) 38,699 57,158 2,441 (59,474 ) 38,824 Less: Comprehensive income attributable to noncontrolling interests — — 125 — 125 Comprehensive income (loss) attributable to HSS $ 38,699 $ 57,158 $ 2,316 $ (59,474 ) $ 38,699 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended June 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue $ — $ 248,329 $ 35,433 $ (12,441 ) $ 271,321 Services and other revenue - DISH Network — 131,544 (61 ) — 131,483 Equipment revenue — 54,288 7,483 (7,922 ) 53,849 Equipment revenue - DISH Network — 2,823 — — 2,823 Total revenue — 436,984 42,855 (20,363 ) 459,476 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 119,707 24,798 (11,957 ) 132,548 Cost of sales - equipment (exclusive of depreciation and amortization) — 50,831 5,470 (7,518 ) 48,783 Selling, general and administrative expenses — 57,086 8,825 (888 ) 65,023 Research and development expenses — 6,513 — — 6,513 Depreciation and amortization — 106,082 1,543 — 107,625 Total costs and expenses — 340,219 40,636 (20,363 ) 360,492 Operating income — 96,765 2,219 — 98,984 Other Income (Expense): Interest income 868 61 259 (31 ) 1,157 Interest expense, net of amounts capitalized (36,183 ) (7,961 ) 547 31 (43,566 ) Loss from partial redemption of debt (5,044 ) — — — (5,044 ) Other-than-temporary impairment loss on available-for-sale securities (4,649 ) — — — (4,649 ) Gains (losses) on marketable investment securities, net 10 (1,623 ) — — (1,613 ) Equity in earnings of unconsolidated affiliate — 1,241 — — 1,241 Equity in earnings (losses) of subsidiaries, net 57,683 2,014 — (59,697 ) — Other, net (2,998 ) 1,725 616 — (657 ) Total other income (expense), net 9,687 (4,543 ) 1,422 (59,697 ) (53,131 ) Income (loss) before income taxes 9,687 92,222 3,641 (59,697 ) 45,853 Income tax benefit (provision) 17,360 (34,446 ) (1,294 ) — (18,380 ) Net income (loss) 27,047 57,776 2,347 (59,697 ) 27,473 Less: Net income (loss) attributable to noncontrolling interests — — 428 — 428 Net income (loss) attributable to HSS $ 27,047 $ 57,776 $ 1,919 $ (59,697 ) $ 27,045 Comprehensive Income (Loss): Net income (loss) $ 27,047 $ 57,776 $ 2,347 $ (59,697 ) $ 27,473 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 987 — 987 Unrealized gains on available-for-sale securities and other 1,745 — 11 — 1,756 Recognition of other-than-temporary loss on available-for-sale securities in net income 4,649 — — — 4,649 Recognition of realized gains on available-for-sale securities in net income (11 ) — — — (11 ) Equity in other comprehensive income (loss) of subsidiaries, net 996 998 — (1,994 ) — Total other comprehensive income (loss), net of tax 7,379 998 998 (1,994 ) 7,381 Comprehensive income (loss) 34,426 58,774 3,345 (61,691 ) 34,854 Less: Comprehensive income attributable to noncontrolling interests — — 428 — 428 Comprehensive income (loss) attributable to HSS $ 34,426 $ 58,774 $ 2,917 $ (61,691 ) $ 34,426 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Six Months Ended June 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - other $ — $ 494,083 $ 62,017 $ (11,114 ) $ 544,986 Services and other revenue - DISH Network — 225,603 — — 225,603 Equipment revenue - other — 94,533 6,825 (6,973 ) 94,385 Equipment revenue - DISH Network — 4,870 — — 4,870 Total revenue — 819,089 68,842 (18,087 ) 869,844 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 216,872 45,232 (10,727 ) 251,377 Cost of sales - equipment (exclusive of depreciation and amortization) — 90,916 5,610 (6,098 ) 90,428 Selling, general and administrative expenses — 122,536 18,826 (1,262 ) 140,100 Research and development expenses — 14,494 — — 14,494 Depreciation and amortization — 201,521 3,153 — 204,674 Total costs and expenses — 646,339 72,821 (18,087 ) 701,073 Operating income — 172,750 (3,979 ) — 168,771 Other Income (Expense): Interest income 2,633 79 719 (10 ) 3,421 Interest expense, net of amounts capitalized (69,591 ) (8,098 ) 3,589 10 (74,090 ) Gains (losses) on marketable investment securities, net 2,985 2,310 — — 5,295 Equity in earnings of unconsolidated affiliate — 4,104 — — 4,104 Equity in earnings (losses) of subsidiaries, net 107,268 174 — (107,442 ) — Other, net 6,750 (2,276 ) 915 — 5,389 Total other income (expense), net 50,045 (3,707 ) 5,223 (107,442 ) (55,881 ) Income (loss) before income taxes 50,045 169,043 1,244 (107,442 ) 112,890 Income tax benefit (provision) 21,562 (61,597 ) (826 ) — (40,861 ) Net income (loss) 71,607 107,446 418 (107,442 ) 72,029 Less: Net income attributable to noncontrolling interests — — 422 — 422 Net income (loss) attributable to HSS $ 71,607 $ 107,446 $ (4 ) $ (107,442 ) $ 71,607 Comprehensive Income (Loss): Net income (loss) $ 71,607 $ 107,446 $ 418 $ (107,442 ) $ 72,029 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 9,352 — 9,352 Unrealized gains (losses) on available-for-sale securities and other 3,360 (1,555 ) (12 ) — 1,793 Recognition of realized gains on available-for-sale securities in net income (2,985 ) — — — (2,985 ) Equity in other comprehensive income (loss) of subsidiaries, net 7,971 9,526 — (17,497 ) — Total other comprehensive income (loss), net of tax 8,346 7,971 9,340 (17,497 ) 8,160 Comprehensive income (loss) 79,953 115,417 9,758 (124,939 ) 80,189 Less: Comprehensive income attributable to noncontrolling interests — — 236 — 236 Comprehensive income (loss) attributable to HSS $ 79,953 $ 115,417 $ 9,522 $ (124,939 ) $ 79,953 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Six Months Ended June 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue $ — $ 494,740 $ 71,964 $ (25,704 ) $ 541,000 Services and other revenue - DISH Network — 262,806 118 — 262,924 Equipment revenue — 99,142 13,464 (10,706 ) 101,900 Equipment revenue - DISH Network — 3,886 — — 3,886 Total revenue — 860,574 85,546 (36,410 ) 909,710 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 237,794 49,892 (25,220 ) 262,466 Cost of sales - equipment (exclusive of depreciation and amortization) — 93,887 10,060 (9,953 ) 93,994 Selling, general and administrative expenses — 119,980 16,825 (1,237 ) 135,568 Research and development expenses — 12,067 — — 12,067 Depreciation and amortization — 212,474 3,165 — 215,639 Total costs and expenses — 676,202 79,942 (36,410 ) 719,734 Operating income — 184,372 5,604 — 189,976 Other Income (Expense): Interest income 1,701 119 510 (74 ) 2,256 Interest expense, net of amounts capitalized (72,736 ) (16,896 ) 906 74 (88,652 ) Loss from partial redemption of debt (5,044 ) — — — (5,044 ) Other-than-temporary impairment loss on available-for-sale securities (4,649 ) — — — (4,649 ) Gains (losses) on marketable investment securities, net 10 (1,623 ) — — (1,613 ) Equity in earnings of unconsolidated affiliate — 2,638 — — 2,638 Equity in earnings (losses) of subsidiaries, net 111,869 3,047 — (114,916 ) — Other, net (6,748 ) 6,285 (1,247 ) — (1,710 ) Total other income (expense), net 24,403 (6,430 ) 169 (114,916 ) (96,774 ) Income (loss) before income taxes 24,403 177,942 5,773 (114,916 ) 93,202 Income tax benefit (provision) 31,649 (65,890 ) (2,112 ) — (36,353 ) Net income (loss) 56,052 112,052 3,661 (114,916 ) 56,849 Less: Net income attributable to noncontrolling interests — — 797 — 797 Net income (loss) attributable to HSS $ 56,052 $ 112,052 $ 2,864 $ (114,916 ) $ 56,052 Comprehensive Income (Loss): Net income (loss) $ 56,052 $ 112,052 $ 3,661 $ (114,916 ) $ 56,849 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (9,247 ) — (9,247 ) Unrealized gains on available-for-sale securities and other 3,302 — 11 — 3,313 Recognition of other-than-temporary loss on available-for-sale securities in net income 4,649 — — — 4,649 Recognition of realized gains on available-for-sale securities in net income (11 ) — — — (11 ) Equity in other comprehensive income (loss) of subsidiaries, net (9,236 ) (9,236 ) — 18,472 — Total other comprehensive income (loss), net of tax (1,296 ) (9,236 ) (9,236 ) 18,472 (1,296 ) Comprehensive income (loss) 54,756 102,816 (5,575 ) (96,444 ) 55,553 Less: Comprehensive income attributable to noncontrolling interests — — 797 — 797 Comprehensive income (loss) attributable to HSS $ 54,756 $ 102,816 $ (6,372 ) $ (96,444 ) $ 54,756 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 71,607 $ 107,446 $ 418 $ (107,442 ) $ 72,029 Adjustments to reconcile net income (loss) to net cash flows from operating activities 19,205 66,295 16,370 107,442 209,312 Net cash flows from operating activities 90,812 173,741 16,788 — 281,341 Cash Flows from Investing Activities: Purchases of marketable investment securities (280,810 ) — — — (280,810 ) Sales and maturities of marketable investment securities 213,913 — — — 213,913 Purchases of property and equipment — (162,392 ) (58,199 ) — (220,591 ) Changes in restricted cash and cash equivalents (1,494 ) — (90 ) — (1,584 ) Investment in unconsolidated entity — (1,636 ) — — (1,636 ) Investment in subsidiary (46,323 ) (46,323 ) — 92,646 — Payment for EchoStar XXI launch services — — (11,875 ) — (11,875 ) Expenditures for externally marketed software — (12,299 ) — — (12,299 ) Other, net — 340 — (340 ) — Net cash flows from investing activities (114,714 ) (222,310 ) (70,164 ) 92,306 (314,882 ) Cash Flows from Financing Activities: Proceeds from capital contribution from parent — 46,323 46,323 (92,646 ) — Capital contribution from EchoStar 11,875 — — — 11,875 Repayment of other debt and capital lease obligations — (14,017 ) (2,182 ) — (16,199 ) Advances from affiliates — — 4,934 — 4,934 Other, net 8 (2,134 ) 988 340 (798 ) Net cash flows from financing activities 11,883 30,172 50,063 (92,306 ) (188 ) Effect of exchange rates on cash and cash equivalents — — 527 — 527 Net increase (decrease) in cash and cash equivalents (12,019 ) (18,397 ) (2,786 ) — (33,202 ) Cash and cash equivalents, at beginning of period 300,634 55,767 26,589 — 382,990 Cash and cash equivalents, at end of period $ 288,615 $ 37,370 $ 23,803 $ — $ 349,788 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 56,052 $ 112,052 $ 3,661 $ (114,916 ) $ 56,849 Adjustments to reconcile net income (loss) to net cash flows from operating activities 2,889 77,888 1,432 114,916 197,125 Net cash flows from operating activities 58,941 189,940 5,093 — 253,974 Cash Flows from Investing Activities: Purchases of marketable investment securities (96,462 ) — — — (96,462 ) Sales and maturities of marketable investment securities 104,423 — — — 104,423 Purchases of property and equipment — (161,853 ) (25,452 ) — (187,305 ) Expenditures for externally marketed software — (11,660 ) — — (11,660 ) Changes in restricted cash and cash equivalents (1,399 ) — (108 ) — (1,507 ) Investment in subsidiary (21,000 ) (21,000 ) — 42,000 — Other, net — 691 — (700 ) (9 ) Net cash flows from investing activities (14,438 ) (193,822 ) (25,560 ) 41,300 (192,520 ) Cash Flows from Financing Activities: Proceeds from capital contributions from parent — 21,000 21,000 (42,000 ) — Repayment of 2019 Senior Secured Notes Due and related premium (113,300 ) — — — (113,300 ) Repayment of long-term debt and capital lease obligations — (20,217 ) (3,505 ) — (23,722 ) Other, net 5 (3,770 ) 2,356 700 (709 ) Net cash flows from financing activities (113,295 ) (2,987 ) 19,851 (41,300 ) (137,731 ) Effect of exchange rates on cash and cash equivalents — — (626 ) — (626 ) Net increase (decrease) in cash and cash equivalents (68,792 ) (6,869 ) (1,242 ) — (76,903 ) Cash and cash equivalents, at beginning of period 142,762 51,592 31,203 — 225,557 Cash and cash equivalents, at end of period $ 73,970 $ 44,723 $ 29,961 $ — $ 148,654 |