SUPPLEMENTAL GUARANTOR AND 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 5 1/4% Senior Secured Notes due August 1, 2026, 7 5/8% Senior Unsecured Notes due 2021 and 6 5/8% Senior Unsecured Notes due August 1, 2026 (collectively, the “Notes”). 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, 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. In lieu of separate financial statements of the Guarantor Subsidiaries, we have prepared the accompanying condensed consolidating financial information in accordance with Rule 3-10(f) of Regulation S-X. This includes: • the accompanying condensed balance sheet; • the accompanying condensed statement of operations and comprehensive income (loss); and • the accompanying condensed statement of cash flows. This also includes consolidating financial information as follows: • the Guarantor Subsidiaries on a combined basis; • the non-guarantor subsidiaries of HSSC on a combined basis; and • the eliminations necessary to arrive at the corresponding information of HSSC on a consolidated basis. This accompanying condensed consolidating financial information should be read in conjunction with these Condensed Consolidated Financial Statements. Condensed Consolidating Balance Sheet as of March 31, 2020 HSSC Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 1,174,650 $ 19,878 $ 33,833 $ — $ 1,228,361 Marketable investment securities 524,864 77 — — 524,941 Trade accounts receivable and contract assets, net — 131,579 56,233 — 187,812 Other current assets 93,526 655,191 109,288 (542,634 ) 315,371 Total current assets 1,793,040 806,725 199,354 (542,634 ) 2,256,485 Non-current assets: Property and equipment, net — 1,425,670 324,891 — 1,750,561 Operating lease right-of-use assets — 96,944 22,767 — 119,711 Goodwill — 504,173 5,142 — 509,315 Regulatory authorizations, net — 400,000 11,243 — 411,243 Other intangible assets, net — 25,663 — — 25,663 Other investments, net — 108,952 — — 108,952 Investment in subsidiaries 2,823,219 207,664 — (3,030,883 ) — Other non-current assets, net 18,179 288,132 43,055 (92,591 ) 256,775 Total non-current assets 2,841,398 3,057,198 407,098 (3,123,474 ) 3,182,220 Total assets $ 4,634,438 $ 3,863,923 $ 606,452 $ (3,666,108 ) $ 5,438,705 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ — $ 87,132 $ 19,207 $ — $ 106,339 Contract liabilities — 93,741 5,525 — 99,266 Accrued expenses and other current liabilities 266,731 311,723 196,070 (542,634 ) 231,890 Total current liabilities 266,731 492,596 220,802 (542,634 ) 437,495 Non-current liabilities: Long-term debt 2,390,218 — — — 2,390,218 Deferred tax liabilities, net — 398,786 — (17,565 ) 381,221 Operating lease liabilities — 86,603 18,854 — 105,457 Other non-current liabilities — 63,401 100,221 (75,026 ) 88,596 Total non-current liabilities 2,390,218 548,790 119,075 (92,591 ) 2,965,492 Total liabilities 2,656,949 1,041,386 339,877 (635,225 ) 3,402,987 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 1,977,489 2,822,537 208,346 (3,030,883 ) 1,977,489 Non-controlling interests — — 58,229 — 58,229 Total shareholder's equity 1,977,489 2,822,537 266,575 (3,030,883 ) 2,035,718 Total liabilities and shareholder's equity $ 4,634,438 $ 3,863,923 $ 606,452 $ (3,666,108 ) $ 5,438,705 Condensed Consolidating Balance Sheet as of December 31, 2019 HSSC Guarantor Non-Guarantor Eliminations Total Assets Current assets: Cash and cash equivalents $ 1,057,903 $ 32,338 $ 49,194 $ — $ 1,139,435 Marketable investment securities 652,594 241 — — 652,835 Trade accounts receivable and contract assets, net — 129,722 66,798 — 196,520 Other current assets 93,536 602,337 107,959 (502,180 ) 301,652 Total current assets 1,804,033 764,638 223,951 (502,180 ) 2,290,442 Non-current assets: Property and equipment, net — 1,459,151 398,430 — 1,857,581 Operating lease right-of-use assets — 89,106 24,293 — 113,399 Goodwill — 504,173 2,780 — 506,953 Regulatory authorizations, net — 400,000 12,363 — 412,363 Other intangible assets, net — 29,321 — — 29,321 Other investments, net — 110,040 — — 110,040 Investment in subsidiaries 2,876,572 282,163 — (3,158,735 ) — Other non-current assets, net 10,672 772,193 42,557 (573,486 ) 251,936 Total non-current assets 2,887,244 3,646,147 480,423 (3,732,221 ) 3,281,593 Total assets $ 4,691,277 $ 4,410,785 $ 704,374 $ (4,234,401 ) $ 5,572,035 Liabilities and Shareholder's Equity Current liabilities: Trade accounts payable $ — $ 102,744 $ 18,808 $ — $ 121,552 Contract liabilities — 96,485 4,575 — 101,060 Accrued expenses and other current liabilities 243,694 314,583 202,320 (502,180 ) 258,417 Total current liabilities 243,694 513,812 225,703 (502,180 ) 481,029 Non-current liabilities: Long-term debt 2,389,168 — — — 2,389,168 Deferred tax liabilities, net — 390,288 — (9,972 ) 380,316 Operating lease liabilities — 77,366 19,513 — 96,879 Other non-current liabilities — 553,518 100,476 (563,514 ) 90,480 Total non-current liabilities 2,389,168 1,021,172 119,989 (573,486 ) 2,956,843 Total liabilities 2,632,862 1,534,984 345,692 (1,075,666 ) 3,437,872 Shareholder's equity: Total Hughes Satellite Systems Corporation shareholder's equity 2,058,415 2,875,801 282,934 (3,158,735 ) 2,058,415 Non-controlling interests — — 75,748 — 75,748 Total shareholder's equity 2,058,415 2,875,801 358,682 (3,158,735 ) 2,134,163 Total liabilities and shareholder's equity $ 4,691,277 $ 4,410,785 $ 704,374 $ (4,234,401 ) $ 5,572,035 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended March 31, 2020 HSSC Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 354,399 $ 64,928 $ (9,089 ) $ 410,238 Equipment revenue — 65,586 5,410 (13,687 ) 57,309 Total revenue — 419,985 70,338 (22,776 ) 467,547 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 110,471 42,063 (8,649 ) 143,885 Cost of sales - equipment (exclusive of depreciation and amortization) — 55,374 4,221 (13,687 ) 45,908 Selling, general and administrative expenses — 95,818 20,482 (440 ) 115,860 Research and development expenses — 6,109 145 — 6,254 Depreciation and amortization — 99,359 26,606 — 125,965 Total costs and expenses — 367,131 93,517 (22,776 ) 437,872 Operating income (loss) — 52,854 (23,179 ) — 29,675 Other income (expense): Interest income 7,953 971 891 (923 ) 8,892 Interest expense, net of amounts capitalized (40,472 ) (613 ) (2,030 ) 923 (42,192 ) Gains (losses) on investments, net — (164 ) — — (164 ) Equity in earnings (losses) of unconsolidated affiliates, net — (1,087 ) — — (1,087 ) Equity in earnings (losses) of subsidiaries, net 10,630 (29,167 ) — 18,537 — Foreign currency transaction gains (losses), net — (2 ) (7,526 ) — (7,528 ) Other, net — (275 ) (3 ) — (278 ) Total other income (expense), net (21,889 ) (30,337 ) (8,668 ) 18,537 (42,357 ) Income (loss) from continuing operations before income taxes (21,889 ) 22,517 (31,847 ) 18,537 (12,682 ) Income tax benefit (provision), net 7,418 (11,804 ) (845 ) — (5,231 ) Net income (loss) (14,471 ) 10,713 (32,692 ) 18,537 (17,913 ) Less: Net loss (income) attributable to non-controlling interests — — 3,442 — 3,442 Net income (loss) attributable to Hughes Satellite Systems Corporation $ (14,471 ) $ 10,713 $ (29,250 ) $ 18,537 $ (14,471 ) Comprehensive income (loss): Net income (loss) $ (14,471 ) $ 10,713 $ (32,692 ) $ 18,537 $ (17,913 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (82,836 ) — (82,836 ) Unrealized gains (losses) on available-for-sale securities (2,479 ) — — — (2,479 ) Other — — (405 ) — (405 ) Equity in other comprehensive income (loss) (66,918 ) (66,918 ) — 133,836 — Total other comprehensive income (loss), net of tax (69,397 ) (66,918 ) (83,241 ) 133,836 (85,720 ) Comprehensive income (loss) (83,868 ) (56,205 ) (115,933 ) 152,373 (103,633 ) Less: Comprehensive loss (income) attributable to non-controlling interests — — 19,765 — 19,765 Comprehensive income (loss) attributable to Hughes Satellite Systems Corporation $ (83,868 ) $ (56,205 ) $ (96,168 ) $ 152,373 $ (83,868 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended March 31, 2019 HSSC Guarantor Non-Guarantor Eliminations Total Revenue: Services and other revenue $ — $ 352,591 $ 59,696 $ (8,802 ) $ 403,485 Equipment revenue — 52,649 9,415 (10,350 ) 51,714 Total revenue — 405,240 69,111 (19,152 ) 455,199 Costs and expenses: Cost of sales - services and other (exclusive of depreciation and amortization) — 110,862 39,333 (8,109 ) 142,086 Cost of sales - equipment (exclusive of depreciation and amortization) — 48,499 6,858 (10,350 ) 45,007 Selling, general and administrative expenses — 86,465 16,565 (693 ) 102,337 Research and development expenses — 6,743 145 — 6,888 Depreciation and amortization — 96,704 15,707 — 112,411 Total costs and expenses — 349,273 78,608 (19,152 ) 408,729 Operating income (loss) — 55,967 (9,497 ) — 46,470 Other income (expense): Interest income 17,409 926 559 (897 ) 17,997 Interest expense, net of amounts capitalized (56,361 ) (1,134 ) (1,317 ) 897 (57,915 ) Gains (losses) on investments, net — (346 ) — — (346 ) Equity in earnings (losses) of unconsolidated affiliates, net — (1,072 ) — — (1,072 ) Equity in earnings (losses) of subsidiaries, net 52,199 (8,788 ) — (43,411 ) — Foreign currency transaction gains (losses), net — (19 ) 230 — 211 Other, net 309 (398 ) (76 ) — (165 ) Total other income (expense), net 13,556 (10,831 ) (604 ) (43,411 ) (41,290 ) Income (loss) from continuing operations before income taxes 13,556 45,136 (10,101 ) (43,411 ) 5,180 Income tax benefit (provision), net 8,670 (15,568 ) 2,026 — (4,872 ) Net income (loss) from continuing operations 22,226 29,568 (8,075 ) (43,411 ) 308 Net income (loss) from discontinued operations — 22,724 — — 22,724 Net income (loss) 22,226 52,292 (8,075 ) (43,411 ) 23,032 Less: Net loss (income) attributable to non-controlling interests — — (806 ) — (806 ) Net income (loss) attributable to Hughes Satellite Systems Corporation $ 22,226 $ 52,292 $ (8,881 ) $ (43,411 ) $ 22,226 Comprehensive income (loss): Net income (loss) $ 22,226 $ 52,292 $ (8,075 ) $ (43,411 ) $ 23,032 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (838 ) — (838 ) Unrealized gains (losses) on available-for-sale securities 2,353 — — — 2,353 Other — — 33 — 33 Equity in other comprehensive income (loss) (805 ) (805 ) — 1,610 — Amounts reclassified to net income (loss): Realized losses (gains) on available-for-sale securities (385 ) — — — (385 ) Total other comprehensive income (loss), net of tax 1,163 (805 ) (805 ) 1,610 1,163 Comprehensive income (loss) 23,389 51,487 (8,880 ) (41,801 ) 24,195 Less: Comprehensive loss (income) attributable to non-controlling interests — — (806 ) — (806 ) Comprehensive income (loss) attributable to Hughes Satellite Systems Corporation $ 23,389 $ 51,487 $ (9,686 ) $ (41,801 ) $ 23,389 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2020 HSSC Guarantor Non-Guarantor Eliminations Total Cash flows from operating activities: Net income (loss) $ (14,471 ) $ 10,713 $ (32,692 ) $ 18,537 $ (17,913 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities (22,215 ) 95,031 28,858 (18,537 ) 83,137 Net cash flows from operating activities (36,686 ) 105,744 (3,834 ) — 65,224 Cash flows from investing activities: Purchases of marketable investment securities (365,877 ) — — — (365,877 ) Sales and maturities of marketable investment securities 490,020 — — — 490,020 Expenditures for property and equipment — (61,134 ) (30,383 ) — (91,517 ) Expenditures for externally marketed software — (8,638 ) — — (8,638 ) Distributions (contributions) and advances 29,290 (18,939 ) — (10,351 ) — Net cash flows from investing activities 153,433 (88,711 ) (30,383 ) (10,351 ) 23,988 Cash flows from financing activities: Payment of finance lease obligations — — (215 ) — (215 ) Payment of in-orbit incentive obligations — (203 ) — — (203 ) Contribution by non-controlling interest holder — — 4,000 — 4,000 Other, net — — 979 — 979 Contributions (distributions) and advances — (29,290 ) 18,939 10,351 — Net cash flows from financing activities — (29,493 ) 23,703 10,351 4,561 Effect of exchange rates on cash and cash equivalents — — (4,618 ) — (4,618 ) Net increase (decrease) in cash and cash equivalents 116,747 (12,460 ) (15,132 ) — 89,155 Cash and cash equivalents, including restricted amounts, beginning of period 1,057,903 32,338 50,081 — 1,140,322 Cash and cash equivalents, including restricted amounts, end of period $ 1,174,650 $ 19,878 $ 34,949 $ — $ 1,229,477 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2019 HSSC Guarantor Non-Guarantor Eliminations Total Cash flows from operating activities: Net income (loss) $ 22,226 $ 52,292 $ (8,075 ) $ (43,411 ) $ 23,032 Adjustments to reconcile net income (loss) to net cash flows from operating activities (48,467 ) 163,032 (10,043 ) 43,411 147,933 Net cash flows from operating activities (26,241 ) 215,324 (18,118 ) — 170,965 Cash flows from investing activities: Purchases of marketable investment securities (240,188 ) — — — (240,188 ) Sales and maturities of marketable investment securities 468,748 (3 ) — — 468,745 Expenditures for property and equipment — (54,207 ) (19,722 ) — (73,929 ) Expenditures for externally marketed software — (7,600 ) — — (7,600 ) Distributions (contributions) and advances 111,020 (32,949 ) — (78,071 ) — Net cash flows from investing activities 339,580 (94,759 ) (19,722 ) (78,071 ) 147,028 Cash flows from financing activities: Repurchase of the 2019 Senior Secured Notes (8,046 ) — — — (8,046 ) Payment of finance lease obligations — (9,597 ) (285 ) — (9,882 ) Payment of in-orbit incentive obligations — (1,573 ) — — (1,573 ) Purchase of non-controlling interest (7,312 ) — — — (7,312 ) Contributions (distributions) and advances — (111,020 ) 32,949 78,071 — Net cash flows from financing activities (15,358 ) (122,190 ) 32,664 78,071 (26,813 ) Effect of exchange rates on cash and cash equivalents — — (117 ) — (117 ) Net increase (decrease) in cash and cash equivalents 297,981 (1,625 ) (5,293 ) — 291,063 Cash and cash equivalents, including restricted amounts, beginning of period 771,718 46,353 30,548 — 848,619 Cash and cash equivalents, including restricted amounts, end of period $ 1,069,699 $ 44,728 $ 25,255 $ — $ 1,139,682 |