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, and our 2026 Notes, which were issued on July 27, 2016. See Note 10 for further information on the 2019 Senior Secured Notes, the 2021 Senior Unsecured Notes and the 2026 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, the 2021 Senior Unsecured Notes and the 2026 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 September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 1,779,675 $ 44,612 $ 23,300 $ — $ 1,847,587 Marketable investment securities, at fair value 367,512 9,513 — — 377,025 Trade accounts receivable, net — 126,793 34,875 — 161,668 Trade accounts receivable - DISH Network, net — 24,526 — — 24,526 Inventory — 49,018 14,593 — 63,611 Advances to affiliates, net 10 918,193 8,043 (829,272 ) 96,974 Other current assets 80 22,979 25,566 — 48,625 Total current assets 2,147,277 1,195,634 106,377 (829,272 ) 2,620,016 Restricted cash and cash equivalents 11,782 — 744 — 12,526 Property and equipment, net — 2,128,307 187,042 — 2,315,349 Regulatory authorizations — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 89,406 — — 89,406 Investments in unconsolidated entities — 39,874 — — 39,874 Investment in subsidiaries 3,657,766 304,897 — (3,962,663 ) — Advances to affiliates 700 14,270 — (14,970 ) — Other noncurrent assets, net 116,298 140,602 161,302 (116,298 ) 301,904 Total assets $ 5,933,823 $ 4,888,821 $ 455,465 $ (4,923,203 ) $ 6,354,906 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 91,040 $ 24,500 $ — $ 115,540 Trade accounts payable - DISH Network — 6 — — 6 Current portion of long-term debt and capital lease obligations — 31,307 587 — 31,894 Advances from affiliates, net 796,584 7,018 30,131 (829,272 ) 4,461 Accrued expenses and other 55,531 118,892 36,406 — 210,829 Total current liabilities 852,115 248,263 91,624 (829,272 ) 362,730 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 3,356,384 271,260 1,280 — 3,628,924 Deferred tax liabilities, net — 626,371 (116,298 ) 510,073 Advances from affiliates — — 46,059 (14,970 ) 31,089 Other non-current liabilities — 81,847 2,849 — 84,696 Total HSS shareholders’ equity (deficit) 1,725,324 3,661,080 301,583 (3,962,663 ) 1,725,324 Noncontrolling interests — — 12,070 — 12,070 Total liabilities and shareholders’ equity (deficit) $ 5,933,823 $ 4,888,821 $ 455,465 $ (4,923,203 ) $ 6,354,906 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 September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 111,750 $ — $ — $ 111,750 Services and other revenue - other — 249,571 32,945 (5,639 ) 276,877 Equipment revenue - DISH Network — 2,138 — — 2,138 Equipment revenue - other — 83,843 5,471 (22,813 ) 66,501 Total revenue — 447,302 38,416 (28,452 ) 457,266 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 111,241 24,832 (5,486 ) 130,587 Cost of sales - equipment (exclusive of depreciation and amortization) — 71,728 4,039 (22,166 ) 53,601 Selling, general and administrative expenses — 59,574 9,100 (800 ) 67,874 Research and development expenses — 9,030 — — 9,030 Depreciation and amortization — 100,375 4,399 — 104,774 Total costs and expenses — 351,948 42,370 (28,452 ) 365,866 Operating income — 95,354 (3,954 ) — 91,400 Other Income (Expense): Interest income 3,502 9 495 — 4,006 Interest expense, net of amounts capitalized (50,766 ) (3,491 ) 721 — (53,536 ) Gains (losses) on marketable investment securities, net 5 — — — 5 Equity in earnings of unconsolidated affiliate — 2,654 — — 2,654 Equity in earnings (losses) of subsidiaries, net 57,324 (1,801 ) — (55,523 ) — Other, net (1 ) (40 ) 17 — (24 ) Total other income (expense), net 10,064 (2,669 ) 1,233 (55,523 ) (46,895 ) Income (loss) before income taxes 10,064 92,685 (2,721 ) (55,523 ) 44,505 Income tax benefit (provision) 17,501 (35,257 ) 1,340 — (16,416 ) Net income (loss) 27,565 57,428 (1,381 ) (55,523 ) 28,089 Less: Net income attributable to noncontrolling interests — — 524 — 524 Net income (loss) attributable to HSS $ 27,565 $ 57,428 $ (1,905 ) $ (55,523 ) $ 27,565 Comprehensive Income (Loss): Net income (loss) $ 27,565 $ 57,428 $ (1,381 ) $ (55,523 ) $ 28,089 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 1,255 — 1,255 Unrealized gains (losses) on available-for-sale securities and other (38 ) 804 (16 ) — 750 Recognition of realized gains on available-for-sale securities included in net income (4 ) — — — (4 ) Equity in other comprehensive income (loss) of subsidiaries, net 2,043 1,239 — (3,282 ) — Total other comprehensive income (loss), net of tax 2,001 2,043 1,239 (3,282 ) 2,001 Comprehensive income (loss) 29,566 59,471 (142 ) (58,805 ) 30,090 Less: Comprehensive income attributable to noncontrolling interests — — 524 — 524 Comprehensive income (loss) attributable to HSS $ 29,566 $ 59,471 $ (666 ) $ (58,805 ) $ 29,566 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended September 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 132,012 $ 1 $ — $ 132,013 Services and other revenue — 254,696 34,287 (12,676 ) 276,307 Equipment revenue - DISH Network — 3,106 — — 3,106 Equipment revenue — 48,708 8,490 (4,593 ) 52,605 Total revenue — 438,522 42,778 (17,269 ) 464,031 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 119,635 24,737 (12,511 ) 131,861 Cost of sales - equipment (exclusive of depreciation and amortization) — 46,419 6,150 (4,026 ) 48,543 Selling, general and administrative expenses — 60,660 8,375 (732 ) 68,303 Research and development expenses — 6,809 — — 6,809 Depreciation and amortization — 107,720 1,438 — 109,158 Total costs and expenses — 341,243 40,700 (17,269 ) 364,674 Operating income — 97,279 2,078 — 99,357 Other Income (Expense): Interest income 785 29 340 (19 ) 1,135 Interest expense, net of amounts capitalized (34,726 ) (6,747 ) 547 19 (40,907 ) Other-than-temporary impairment loss on available-for-sale securities (1,201 ) — — — (1,201 ) Gains (losses) on marketable investment securities, net — (3,921 ) — — (3,921 ) Equity in earnings of unconsolidated affiliate — 2,305 — — 2,305 Equity in earnings (losses) of subsidiaries, net 60,213 322 — (60,535 ) — Other, net 1,295 3,838 (2,502 ) — 2,631 Total other income (expense), net 26,366 (4,174 ) (1,615 ) (60,535 ) (39,958 ) Income (loss) before income taxes 26,366 93,105 463 (60,535 ) 59,399 Income tax benefit (provision) 10,657 (32,798 ) (26 ) — (22,167 ) Net income (loss) 37,023 60,307 437 (60,535 ) 37,232 Less: Net income (loss) attributable to noncontrolling interests — — 209 — 209 Net income (loss) attributable to HSS $ 37,023 $ 60,307 $ 228 $ (60,535 ) $ 37,023 Comprehensive Income (Loss): Net income (loss) $ 37,023 $ 60,307 $ 437 $ (60,535 ) $ 37,232 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (17,688 ) — (17,688 ) Unrealized gains (losses) on available-for-sale securities and other (5,510 ) (1,025 ) 28 — (6,507 ) Recognition of other-than-temporary loss on available-for-sale securities in net income 1,201 — — — 1,201 Equity in other comprehensive income (loss) of subsidiaries, net (18,365 ) (17,340 ) — 35,705 — Total other comprehensive income (loss), net of tax (22,674 ) (18,365 ) (17,660 ) 35,705 (22,994 ) Comprehensive income (loss) 14,349 41,942 (17,223 ) (24,830 ) 14,238 Less: Comprehensive income attributable to noncontrolling interests — — (111 ) — (111 ) Comprehensive income (loss) attributable to HSS $ 14,349 $ 41,942 $ (17,112 ) $ (24,830 ) $ 14,349 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 337,353 $ — $ — $ 337,353 Services and other revenue - other — 743,654 94,962 (16,753 ) 821,863 Equipment revenue - DISH Network — 7,008 — — 7,008 Equipment revenue - other — 178,376 12,296 (29,786 ) 160,886 Total revenue — 1,266,391 107,258 (46,539 ) 1,327,110 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 328,113 70,064 (16,213 ) 381,964 Cost of sales - equipment (exclusive of depreciation and amortization) — 162,644 9,649 (28,264 ) 144,029 Selling, general and administrative expenses — 182,110 27,926 (2,062 ) 207,974 Research and development expenses — 23,524 — — 23,524 Depreciation and amortization — 301,896 7,552 — 309,448 Total costs and expenses — 998,287 115,191 (46,539 ) 1,066,939 Operating income — 268,104 (7,933 ) — 260,171 Other Income (Expense): Interest income 6,135 88 1,214 (10 ) 7,427 Interest expense, net of amounts capitalized (120,357 ) (11,589 ) 4,310 10 (127,626 ) Gains (losses) on marketable investment securities, net 2,989 2,311 — — 5,300 Equity in earnings of unconsolidated affiliate — 6,758 — — 6,758 Equity in earnings (losses) of subsidiaries, net 164,592 (1,627 ) — (162,965 ) — Other, net 6,750 (2,317 ) 932 — 5,365 Total other income (expense), net 60,109 (6,376 ) 6,456 (162,965 ) (102,776 ) Income (loss) before income taxes 60,109 261,728 (1,477 ) (162,965 ) 157,395 Income tax benefit (provision) 39,063 (96,854 ) 514 — (57,277 ) Net income (loss) 99,172 164,874 (963 ) (162,965 ) 100,118 Less: Net income attributable to noncontrolling interests — — 946 — 946 Net income (loss) attributable to HSS $ 99,172 $ 164,874 $ (1,909 ) $ (162,965 ) $ 99,172 Comprehensive Income (Loss): Net income (loss) $ 99,172 $ 164,874 $ (963 ) $ (162,965 ) $ 100,118 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 10,607 — 10,607 Unrealized gains (losses) on available-for-sale securities and other 3,322 (751 ) (28 ) — 2,543 Recognition of realized gains on available-for-sale securities in net income (2,989 ) — — — (2,989 ) Equity in other comprehensive income (loss) of subsidiaries, net 10,014 10,765 — (20,779 ) — Total other comprehensive income (loss), net of tax 10,347 10,014 10,579 (20,779 ) 10,161 Comprehensive income (loss) 109,519 174,888 9,616 (183,744 ) 110,279 Less: Comprehensive income attributable to noncontrolling interests — — 760 — 760 Comprehensive income (loss) attributable to HSS $ 109,519 $ 174,888 $ 8,856 $ (183,744 ) $ 109,519 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Nine Months Ended September 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 394,818 $ 119 $ — $ 394,937 Services and other revenue — 749,436 106,251 (38,380 ) 817,307 Equipment revenue - DISH Network — 6,992 — — 6,992 Equipment revenue — 147,850 21,954 (15,299 ) 154,505 Total revenue — 1,299,096 128,324 (53,679 ) 1,373,741 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 357,429 74,629 (37,731 ) 394,327 Cost of sales - equipment (exclusive of depreciation and amortization) — 140,306 16,210 (13,979 ) 142,537 Selling, general and administrative expenses — 180,640 25,200 (1,969 ) 203,871 Research and development expenses — 18,876 — — 18,876 Depreciation and amortization — 320,194 4,603 — 324,797 Total costs and expenses — 1,017,445 120,642 (53,679 ) 1,084,408 Operating income — 281,651 7,682 — 289,333 Other Income (Expense): Interest income 2,486 148 850 (93 ) 3,391 Interest expense, net of amounts capitalized (107,462 ) (23,643 ) 1,453 93 (129,559 ) Loss from partial redemption of debt (5,044 ) — — — (5,044 ) Other-than-temporary impairment loss on available-for-sale securities (5,850 ) — — — (5,850 ) Gains (losses) on marketable investment securities, net 10 (5,544 ) — — (5,534 ) Equity in earnings of unconsolidated affiliate — 4,943 — — 4,943 Equity in earnings (losses) of subsidiaries, net 172,082 3,369 — (175,451 ) — Other, net (5,453 ) 10,123 (3,749 ) — 921 Total other income (expense), net 50,769 (10,604 ) (1,446 ) (175,451 ) (136,732 ) Income (loss) before income taxes 50,769 271,047 6,236 (175,451 ) 152,601 Income tax benefit (provision) 42,306 (98,688 ) (2,138 ) — (58,520 ) Net income (loss) 93,075 172,359 4,098 (175,451 ) 94,081 Less: Net income attributable to noncontrolling interests — — 1,006 — 1,006 Net income (loss) attributable to HSS $ 93,075 $ 172,359 $ 3,092 $ (175,451 ) $ 93,075 Comprehensive Income (Loss): Net income (loss) $ 93,075 $ 172,359 $ 4,098 $ (175,451 ) $ 94,081 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (26,935 ) — (26,935 ) Unrealized gains (losses) on available-for-sale securities and other (2,208 ) (1,025 ) 39 — (3,194 ) Recognition of other-than-temporary loss on available-for-sale securities in net income 5,850 — — — 5,850 Recognition of realized gains on available-for-sale securities in net income (11 ) — — — (11 ) Equity in other comprehensive income (loss) of subsidiaries, net (27,601 ) (26,576 ) — 54,177 — Total other comprehensive income (loss), net of tax (23,970 ) (27,601 ) (26,896 ) 54,177 (24,290 ) Comprehensive income (loss) 69,105 144,758 (22,798 ) (121,274 ) 69,791 Less: Comprehensive income attributable to noncontrolling interests — — 686 — 686 Comprehensive income (loss) attributable to HSS $ 69,105 $ 144,758 $ (23,484 ) $ (121,274 ) $ 69,105 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 99,172 $ 164,874 $ (963 ) $ (162,965 ) $ 100,118 Adjustments to reconcile net income (loss) to net cash flows from operating activities 63,754 96,870 23,109 162,965 346,698 Net cash flows from operating activities 162,926 261,744 22,146 — 446,816 Cash Flows from Investing Activities: Purchases of marketable investment securities (396,730 ) — — — (396,730 ) Sales and maturities of marketable investment securities 265,680 — — — 265,680 Purchases of property and equipment — (235,462 ) (76,541 ) — (312,003 ) Changes in restricted cash and cash equivalents 203 7,500 (89 ) — 7,614 Investment in unconsolidated entity — (1,636 ) — — (1,636 ) Investment in subsidiary (58,647 ) (58,672 ) — 117,319 — Payment for EchoStar XXI launch services — (11,875 ) — (11,875 ) Expenditures for externally marketed software — (17,991 ) — — (17,991 ) Other, net — 340 — (340 ) — Net cash flows from investing activities (189,494 ) (305,921 ) (88,505 ) 116,979 (466,941 ) Cash Flows from Financing Activities: Proceeds from issuance of long-term debt 1,500,000 — — — 1,500,000 Payments of debt issuance costs (6,275 ) — — — (6,275 ) Proceeds from capital contribution from parent — 58,647 58,672 (117,319 ) — Capital contribution from EchoStar 11,875 — — — 11,875 Repayment of debt and capital lease obligations — (21,321 ) (2,731 ) — (24,052 ) Advances from affiliates — 5,481 — 5,481 Other, net 9 (4,304 ) 988 340 (2,967 ) Net cash flows from financing activities 1,505,609 33,022 62,410 (116,979 ) 1,484,062 Effect of exchange rates on cash and cash equivalents — — 660 — 660 Net increase (decrease) in cash and cash equivalents 1,479,041 (11,155 ) (3,289 ) — 1,464,597 Cash and cash equivalents, at beginning of period 300,634 55,767 26,589 — 382,990 Cash and cash equivalents, at end of period $ 1,779,675 $ 44,612 $ 23,300 $ — $ 1,847,587 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 93,075 $ 172,359 $ 4,098 $ (175,451 ) $ 94,081 Adjustments to reconcile net income (loss) to net cash flows from operating activities 58,942 112,751 5,583 175,451 352,727 Net cash flows from operating activities 152,017 285,110 9,681 — 446,808 Cash Flows from Investing Activities: Purchases of marketable investment securities (132,741 ) — — — (132,741 ) Sales and maturities of marketable investment securities 197,899 — — — 197,899 Purchases of property and equipment — (250,365 ) (41,982 ) — (292,347 ) Expenditures for externally marketed software — (16,905 ) — — (16,905 ) Changes in restricted cash and cash equivalents (252 ) — (61 ) — (313 ) Investment in subsidiary (29,000 ) (29,000 ) — 58,000 — Other, net — 1,291 — (1,300 ) (9 ) Net cash flows from investing activities 35,906 (294,979 ) (42,043 ) 56,700 (244,416 ) Cash Flows from Financing Activities: Proceeds from capital contributions from parent — 29,000 29,000 (58,000 ) — Repayment of 2019 Senior Secured Notes Due and related premium (113,300 ) — — — (113,300 ) Repayment of long-term debt and capital lease obligations — (26,755 ) (4,823 ) — (31,578 ) Advances from affiliates — — 3,699 — 3,699 Other, net 40 (5,800 ) 2,772 1,300 (1,688 ) Net cash flows from financing activities (113,260 ) (3,555 ) 30,648 (56,700 ) (142,867 ) Effect of exchange rates on cash and cash equivalents — — (6,980 ) — (6,980 ) Net increase (decrease) in cash and cash equivalents 74,663 (13,424 ) (8,694 ) — 52,545 Cash and cash equivalents, at beginning of period 142,762 51,592 31,203 — 225,557 Cash and cash equivalents, at end of period $ 217,425 $ 38,168 $ 22,509 $ — $ 278,102 |