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 9 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. March 31, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 2,080,794 $ 46,049 $ 34,283 $ — $ 2,161,126 Marketable investment securities, at fair value 89,441 8,825 — — 98,266 Trade accounts receivable, net — 123,552 44,308 — 167,860 Trade accounts receivable - DISH Network, net — 47,717 — — 47,717 Inventory — 61,543 17,879 — 79,422 Advances to affiliates, net 129,030 26,383 3,718 (35,256 ) 123,875 Other current assets 18 20,807 28,688 (30 ) 49,483 Total current assets 2,299,283 334,876 128,876 (35,286 ) 2,727,749 Restricted cash and cash equivalents 6,785 — 767 — 7,552 Property and equipment, net — 2,596,651 262,106 — 2,858,757 Regulatory authorizations, net — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 72,564 — — 72,564 Investments in unconsolidated entities — 36,771 — — 36,771 Investment in subsidiaries 3,100,630 286,291 — (3,386,921 ) — Advances to affiliates 700 60,761 — (61,461 ) — Other noncurrent assets, net 111,812 151,200 101,590 (111,812 ) 252,790 Total assets $ 5,519,210 $ 4,514,945 $ 493,339 $ (3,595,480 ) $ 6,932,014 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 101,254 $ 12,989 $ — $ 114,243 Current portion of long-term debt and capital lease obligations — 33,068 4,202 — 37,270 Advances from affiliates, net — 3,576 31,767 (35,256 ) 87 Accrued expenses and other 55,843 121,217 42,492 (30 ) 219,522 Total current liabilities 55,843 259,115 91,450 (35,286 ) 371,122 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 3,359,970 254,273 5,801 — 3,620,044 Deferred tax liabilities, net — 792,120 141 (111,812 ) 680,449 Advances from affiliates — — 93,169 (61,461 ) 31,708 Other non-current liabilities — 109,730 2,442 — 112,172 Total HSS shareholders’ equity (deficit) 2,103,397 3,099,707 287,214 (3,386,921 ) 2,103,397 Noncontrolling interests — — 13,122 — 13,122 Total liabilities and shareholders’ equity (deficit) $ 5,519,210 $ 4,514,945 $ 493,339 $ (3,595,480 ) $ 6,932,014 December 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Assets Cash and cash equivalents $ 1,991,949 $ 53,905 $ 25,110 $ — $ 2,070,964 Marketable investment securities, at fair value 177,614 10,309 — — 187,923 Trade accounts receivable, net — 138,861 43,651 — 182,512 Trade accounts receivable - DISH Network, net — 19,323 — — 19,323 Advances to affiliates, net 10 999,340 4,968 (893,866 ) 110,452 Inventory — 45,623 17,015 — 62,638 Other current assets 48 19,183 27,083 — 46,314 Total current assets 2,169,621 1,286,544 117,827 (893,866 ) 2,680,126 Restricted cash and cash equivalents 11,097 — 723 — 11,820 Property and equipment, net — 2,061,831 232,895 — 2,294,726 Regulatory authorizations, net — 471,658 — — 471,658 Goodwill — 504,173 — — 504,173 Other intangible assets, net — 80,734 — — 80,734 Investments in unconsolidated entities — 42,560 — — 42,560 Investment in subsidiaries 3,721,688 314,643 — (4,036,331 ) — Advances to affiliates 700 60,761 — (61,461 ) — Other noncurrent assets, net 92,727 142,091 153,646 (92,727 ) 295,737 Total assets $ 5,995,833 $ 4,964,995 $ 505,091 $ (5,084,385 ) $ 6,381,534 Liabilities and Shareholders’ Equity (Deficit) Trade accounts payable $ — $ 94,095 $ 12,321 $ — $ 106,416 Current portion of long-term debt and capital lease obligations — 32,177 807 — 32,984 Advances from affiliates, net 850,807 12,228 31,429 (893,866 ) 598 Accrued expenses and other 44,654 136,921 38,738 — 220,313 Total current liabilities 895,461 275,421 83,295 (893,866 ) 360,311 Long-term debt and capital lease obligations, net of unamortized debt issuance costs 3,358,179 262,883 1,401 — 3,622,463 Deferred tax liabilities, net — 621,061 128 (92,727 ) 528,462 Advances from affiliates — — 93,429 (61,461 ) 31,968 Other non-current liabilities — 80,532 2,775 — 83,307 Total HSS shareholders’ equity (deficit) 1,742,193 3,725,098 311,233 (4,036,331 ) 1,742,193 Noncontrolling interests — — 12,830 — 12,830 Total liabilities and shareholders’ equity (deficit) $ 5,995,833 $ 4,964,995 $ 505,091 $ (5,084,385 ) $ 6,381,534 For the Three Months Ended March 31, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 111,304 $ 186 $ — $ 111,490 Services and other revenue - other — 241,372 34,363 (5,512 ) 270,223 Equipment revenue - DISH Network — 31 — — 31 Equipment revenue - other — 51,204 4,677 (7,507 ) 48,374 Total revenue — 403,911 39,226 (13,019 ) 430,118 Costs and Expenses: Costs of sales - services and other (exclusive of depreciation and amortization) — 106,544 29,710 (5,355 ) 130,899 Cost of sales - equipment (exclusive of depreciation and amortization) — 47,812 3,274 (6,860 ) 44,226 Selling, general and administrative expenses — 65,685 9,497 (804 ) 74,378 Research and development expenses — 7,705 — — 7,705 Depreciation and amortization — 105,447 6,773 — 112,220 Total costs and expenses — 333,193 49,254 (13,019 ) 369,428 Operating income — 70,718 (10,028 ) — 60,690 Other Income (Expense): Interest income 5,490 202 348 (199 ) 5,841 Interest expense, net of amounts capitalized (57,299 ) (3,222 ) 485 199 (59,837 ) Gains on marketable investment securities, net — 91 — — 91 Other-than-temporary impairment loss on available-for-sale securities (3,298 ) (3,298 ) Equity in earnings of unconsolidated affiliate — 1,711 — — 1,711 Equity in earnings (losses) of subsidiaries, net 41,859 (6,201 ) — (35,658 ) — Other, net — (138 ) 785 — 647 Total other income (expense), net (9,950 ) (10,855 ) 1,618 (35,658 ) (54,845 ) Income (loss) before income taxes (9,950 ) 59,863 (8,410 ) (35,658 ) 5,845 Income tax benefit (provision) 19,085 (17,856 ) 2,353 — 3,582 Net income (loss) 9,135 42,007 (6,057 ) (35,658 ) 9,427 Less: Net income attributable to noncontrolling interests — — 292 — 292 Net income (loss) attributable to HSS $ 9,135 $ 42,007 $ (6,349 ) $ (35,658 ) $ 9,135 Comprehensive Income (Loss): Net income (loss) $ 9,135 $ 42,007 $ (6,057 ) $ (35,658 ) $ 9,427 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 12,121 — 12,121 Unrealized gains (losses) on available-for-sale securities and other (27 ) (1,574 ) 101 — (1,500 ) Recognition of other-than-temporary loss on available-for-sale securities in net income (loss) — 3,298 — — 3,298 Equity in other comprehensive income (loss) of subsidiaries, net 13,946 12,222 — (26,168 ) — Total other comprehensive income (loss), net of tax 13,919 13,946 12,222 (26,168 ) 13,919 Comprehensive income (loss) 23,054 55,953 6,165 (61,826 ) 23,346 Less: Comprehensive income attributable to noncontrolling interests — — 292 — 292 Comprehensive income (loss) attributable to HSS $ 23,054 $ 55,953 $ 5,873 $ (61,826 ) $ 23,054 For the Three Months Ended March 31, 2016 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue: Services and other revenue - DISH Network $ — $ 113,075 $ — $ — $ 113,075 Services and other revenue - other — 246,078 29,778 (5,433 ) 270,423 Equipment revenue - DISH Network — 2,769 — — 2,769 Equipment revenue - other — 43,897 2,937 (3,975 ) 42,859 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, net — 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) 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 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 For the Three Months Ended March 31, 2017 (In thousands) HSS Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Cash Flows from Operating Activities: Net income (loss) $ 9,135 $ 42,007 $ (6,057 ) $ (35,658 ) $ 9,427 Adjustments to reconcile net income (loss) to net cash flows from operating activities 11,863 27,173 7,956 35,658 82,650 Net cash flows from operating activities 20,998 69,180 1,899 — 92,077 Cash Flows from Investing Activities: Sales and maturities of marketable investment securities 87,435 — — — 87,435 Expenditures for property and equipment — (53,634 ) (20,541 ) — (74,175 ) Changes in restricted cash and cash equivalents 4,312 — (44 ) — 4,268 Investment in subsidiary (24,500 ) (27,500 ) — 52,000 — Expenditures for externally marketed software — (10,832 ) — — (10,832 ) Net cash flows from investing activities 67,247 (91,966 ) (20,585 ) 52,000 6,696 Cash Flows from Financing Activities: Proceeds from capital contribution from parent — 24,500 27,500 (52,000 ) — Repayment of debt and capital lease obligations — (7,717 ) (412 ) — (8,129 ) Other, net 600 (1,853 ) 82 — (1,171 ) Net cash flows from financing activities 600 14,930 27,170 (52,000 ) (9,300 ) Effect of exchange rates on cash and cash equivalents — — 689 — 689 Net increase (decrease) in cash and cash equivalents 88,845 (7,856 ) 9,173 — 90,162 Cash and cash equivalents, at beginning of period 1,991,949 53,905 25,110 — 2,070,964 Cash and cash equivalents, at end of period $ 2,080,794 $ 46,049 $ 34,283 $ — $ 2,161,126 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 24,712 46,000 11,353 50,633 132,698 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 Expenditures for property and equipment — (88,958 ) (39,999 ) — (128,957 ) Expenditures for externally marketed software — (5,959 ) — — (5,959 ) 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 ) 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 contributions from parent — 28,199 28,199 (56,398 ) — Capital contribution from EchoStar 11,875 — — — 11,875 Repayment of long-term 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 |