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Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities
6 Months Ended
Jun. 30, 2015
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities  
Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

 

6.Marketable Investment Securities, Restricted Cash and Cash Equivalents, and Other Investment Securities

 

Our marketable investment securities, restricted cash and cash equivalents, and other investment securities consisted of the following:

 

 

 

As of

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(In thousands)

 

Marketable investment securities:

 

 

 

 

 

Current marketable investment securities - strategic

 

$

296,480 

 

$

711,213 

 

Current marketable investment securities - other

 

104,781 

 

1,420,532 

 

 

 

 

 

 

 

Total current marketable investment securities

 

401,261 

 

2,131,745 

 

Restricted marketable investment securities (1)

 

81,795 

 

76,970 

 

 

 

 

 

 

 

Total marketable investment securities

 

483,056 

 

2,208,715 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash and cash equivalents (1)

 

5,189 

 

10,014 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investment securities:

 

 

 

 

 

Investment in EchoStar preferred tracking stock - cost method

 

228,795 

 

228,795 

 

Investment in HSSC preferred tracking stock - cost method

 

87,409 

 

87,409 

 

Other investment securities - cost method

 

11,046 

 

11,046 

 

 

 

 

 

 

 

Total other investment securities

 

327,250 

 

327,250 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total marketable investment securities, restricted cash and cash equivalents, and other investment securities

 

$

815,495 

 

$

2,545,979 

 

 

 

 

 

 

 

 

 

 

 

(1)

Restricted marketable investment securities and restricted cash and cash equivalents are included in “Restricted cash and marketable investment securities” on our Condensed Consolidated Balance Sheets.

 

Marketable Investment Securities

 

Our marketable investment securities portfolio consists of various debt and equity instruments, all of which are classified as available-for-sale, except as specified below.

 

Current Marketable Investment Securities — Strategic

 

Our current strategic marketable investment securities include strategic and financial debt and equity investments in public companies that are highly speculative and have experienced and continue to experience volatility.  As of June 30, 2015, our strategic investment portfolio consisted of securities of a small number of issuers, and as a result the value of that portfolio depends, among other things, on the performance of those issuers.  The fair value of certain of the debt and equity securities in our investment portfolio can be adversely impacted by, among other things, the issuers’ respective performance and ability to obtain any necessary additional financing on acceptable terms, or at all.

 

Current Marketable Investment Securities - Other

 

Our current marketable investment securities portfolio includes investments in various debt instruments including, among others, commercial paper, corporate securities and U.S. treasury and agency securities.

 

Commercial paper consists mainly of unsecured short-term, promissory notes issued primarily by corporations with maturities ranging up to 365 days.  Corporate securities consist of debt instruments issued by corporations with various maturities normally less than 18 months.  U. S. Treasury and agency securities consist of debt instruments issued by the federal government and other government agencies.

 

Restricted Cash and Marketable Investment Securities

 

As of June 30, 2015 and December 31, 2014, our restricted marketable investment securities, together with our restricted cash, included amounts required as collateral for our letters of credit.

 

Other Investment Securities

 

We have strategic investments in certain debt and equity securities that are included in noncurrent “Other investment securities” on our Condensed Consolidated Balance Sheets and accounted for using the cost, equity and/or available-for-sale methods of accounting.

 

Our ability to realize value from our strategic investments in securities that are not publicly traded depends on the success of the issuers’ businesses and their ability to obtain sufficient capital, on acceptable terms or at all, and to execute their business plans.  Because private markets are not as liquid as public markets, there is also increased risk that we will not be able to sell these investments, or that when we desire to sell them we will not be able to obtain fair value for them.

 

Investment in Tracking Stock

 

To improve our position in the growing consumer satellite broadband market, among other reasons, on February 20, 2014, we entered into agreements with EchoStar Corporation (“EchoStar”) to implement a transaction pursuant to which, among other things:  (i) on March 1, 2014, we transferred to EchoStar and Hughes Satellite Systems Corporation (“HSSC”), a subsidiary of EchoStar, five satellites (EchoStar I, EchoStar VII, EchoStar X, EchoStar XI and EchoStar XIV (collectively the “Transferred Satellites”), including related in-orbit incentive obligations and cash interest payments of approximately $59 million), and approximately $11 million in cash in exchange for an aggregate of 6,290,499 shares of a series of preferred tracking stock issued by EchoStar and an aggregate of 81.128 shares of a series of preferred tracking stock issued by HSSC (collectively, the “Tracking Stock”); and (ii) beginning on March 1, 2014, we lease back certain satellite capacity on the Transferred Satellites (collectively, the “Satellite and Tracking Stock Transaction”).  The Tracking Stock generally tracks the residential retail satellite broadband business of Hughes Network Systems, LLC (“HNS”), a wholly-owned subsidiary of HSSC, including without limitation the operations, assets and liabilities attributed to the Hughes residential retail satellite broadband business (collectively, the “Hughes Retail Group”).  The shares of the Tracking Stock issued to us represent an aggregate 80% economic interest in the Hughes Retail Group.

 

Since the Satellite and Tracking Stock Transaction is among entities under common control, we recorded the Tracking Stock at EchoStar’s and HSSC’s historical cost basis for these instruments of $229 million and $87 million, respectively.  The difference between the historical cost basis of the Tracking Stock received and the net carrying value of the Transferred Satellites of $356 million (including debt obligations, net of deferred taxes), plus the $11 million in cash, resulted in a $51 million capital transaction recorded in “Additional paid-in capital” on our Condensed Consolidated Balance Sheets.  Although our investment in the Tracking Stock represents an aggregate 80% economic interest in the Hughes Retail Group, we have no operational control or significant influence over the Hughes Retail Group business, and currently there is no public market for the Tracking Stock.  As such, the Tracking Stock is accounted for under the cost method of accounting.

 

On February 20, 2014, DISH Operating L.L.C. (“DOLLC”) and DISH Network L.L.C. (“DNLLC”), each indirect wholly-owned subsidiaries of us, entered into an Investor Rights Agreement with EchoStar and HSSC with respect to the Tracking Stock (the “Investor Rights Agreement”).  The Investor Rights Agreement provides, among other things, certain information and consultation rights for us; certain transfer restrictions on the Tracking Stock and certain rights and obligations to offer and sell under certain circumstances (including a prohibition on transfers of the Tracking Stock for one year, with continuing transfer restrictions (including a right of first offer in favor of EchoStar) thereafter, an obligation to sell the Tracking Stock to EchoStar in connection with a change of control of us and a right to require EchoStar to repurchase the Tracking Stock in connection with a change of control of EchoStar, in each case subject to certain terms and conditions); certain registration rights; certain obligations to provide conversion and exchange rights of the Tracking Stock under certain circumstances; and certain protective covenants afforded to holders of the Tracking Stock.  The Investor Rights Agreement generally will terminate with respect to our interest should we no longer hold any shares of the HSSC-issued Tracking Stock and any registrable securities under the Investor Rights Agreement.

 

Unrealized Gains (Losses) on Marketable Investment Securities

 

As of June 30, 2015 and December 31, 2014, we had accumulated net unrealized gains of $130 million and $177 million, respectively.  These amounts, net of related tax effect, were $82 million and $175 million, respectively.  All of these amounts are included in “Accumulated other comprehensive income (loss)” within “Total stockholders’ equity (deficit).”  The components of our available-for-sale investments are summarized in the table below.

 

 

 

As of June 30, 2015

 

As of December 31, 2014

 

 

 

Marketable

 

 

 

 

 

 

 

Marketable

 

 

 

 

 

 

 

 

 

Investment

 

Unrealized

 

Investment

 

Unrealized

 

 

 

Securities

 

Gains

 

Losses

 

Net

 

Securities

 

Gains

 

Losses

 

Net

 

 

 

(In thousands)

 

Debt securities (including restricted):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. Treasury and agency securities

 

$

56,754

 

$

66

 

$

(1

)

$

65

 

$

58,254

 

$

7

 

$

(11

)

$

(4

)

Commercial paper

 

11,792

 

 

 

 

68,556

 

 

 

 

Corporate securities

 

169,526

 

39,856

 

(78

)

39,778

 

1,496,044

 

72,918

 

(153

)

72,765

 

Other

 

57,330

 

81

 

(14

)

67

 

192,607

 

1,293

 

 

1,293

 

Equity securities

 

187,654

 

89,799

 

 

89,799

 

393,254

 

106,971

 

(4,346

)

102,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

483,056

 

$

129,802

 

$

(93

)

$

129,709

 

$

2,208,715

 

$

181,189

 

$

(4,510

)

$

176,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015, restricted and non-restricted marketable investment securities included debt securities of $134 million with contractual maturities within one year, $60 million with contractual maturities extending longer than one year through and including five years and $101 million with contractual maturities longer than ten years.  Actual maturities may differ from contractual maturities as a result of our ability to sell these securities prior to maturity.

 

Marketable Investment Securities in a Loss Position

 

The following table reflects the length of time that the individual securities, accounted for as available-for-sale, have been in an unrealized loss position, aggregated by investment category.  As of June 30, 2015, the unrealized losses related to our investments in debt securities primarily represented investments in corporate securities.  We have the ability to hold and do not intend to sell our investments in these debt securities before they recover or mature, and it is more likely than not that we will hold these investments until that time.  In addition, we are not aware of any specific factors indicating that the underlying issuers of these debt securities would not be able to pay interest as it becomes due or repay the principal at maturity.  Therefore, we believe that these changes in the estimated fair values of these marketable investment securities are related to temporary market fluctuations.

 

 

 

As of

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

 

 

Value

 

Loss

 

Value

 

Loss

 

 

 

(In thousands)

 

Debt Securities:

 

 

 

 

 

 

 

 

 

Less than 12 months

 

$

56,244

 

$

(82

)

$

280,738

 

$

(105

)

12 months or more

 

127

 

(11

)

135,853

 

(59

)

Equity Securities:

 

 

 

 

 

 

 

 

 

Less than 12 months

 

 

 

15,338

 

(4,346

)

12 months or more

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

56,371

 

$

(93

)

$

431,929

 

$

(4,510

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

Our investments measured at fair value on a recurring basis were as follows:

 

 

 

As of

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

 

 

(In thousands)

 

Cash Equivalents (including restricted)

 

$

608,160 

 

$

64,852 

 

$

543,308 

 

$

 

$

7,009,897 

 

$

274,123 

 

$

6,735,774 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities (including restricted):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. Treasury and agency securities

 

$

56,754 

 

$

51,870 

 

$

4,884 

 

$

 

$

58,254 

 

$

42,710 

 

$

15,544 

 

$

 

Commercial paper

 

11,792 

 

 

11,792 

 

 

68,556 

 

 

68,556 

 

 

Corporate securities

 

169,526 

 

 

161,668 

 

7,858 

 

1,496,044 

 

 

1,488,340 

 

7,704 

 

Other

 

57,330 

 

 

57,123 

 

207 

 

192,607 

 

 

58,171 

 

134,436 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

187,654 

 

187,654 

 

 

 

393,254 

 

393,254 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

483,056 

 

239,524 

 

235,467 

 

8,065 

 

2,208,715 

 

435,964 

 

1,630,611 

 

142,140 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

551,847 

 

 

551,847 

 

 

383,460 

 

 

383,460 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,034,903 

 

$

239,524 

 

$

787,314 

 

$

8,065 

 

$

2,592,175 

 

$

435,964 

 

$

2,014,071 

 

$

142,140 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015 and December 31, 2014, our Level 3 investments consisted predominately of corporate securities.  On a quarterly basis we evaluate the reasonableness of significant unobservable inputs used in those measurements.  For our Level 3 investments, we evaluate, among other things, the terms of the underlying instruments, the credit ratings of the issuers, current market conditions, and other relevant factors.  Based on these factors, we assess the risk of realizing expected cash flows and we apply an observable discount rate that reflects this risk.  We may also reduce our valuations to reflect a liquidity discount based on the lack of an active market for these securities.

 

Changes in Level 3 instruments were as follows:

 

 

 

Level 3
Investment
Securities

 

 

 

(In thousands)

 

Balance as of December 31, 2014

 

$

142,140

 

Net realized and unrealized gains (losses) included in earnings

 

1,089

 

Net realized and unrealized gains (losses) included in other comprehensive income (loss)

 

(693

)

Purchases

 

 

Settlements

 

(134,471

)

Issuances

 

 

Transfers into or out of Level 3

 

 

 

 

 

 

Balance as of June 30, 2015

 

$

8,065

 

 

 

 

 

 

 

During the six months ended June 30, 2015, we had no transfers in or out of Level 1 and Level 2 fair value measurements.

 

Gains and Losses on Sales and Changes in Carrying Values of Investments

 

“Other, net” within “Other Income (Expense)” included on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:

 

 

 

For the Three Months

 

For the Six Months

 

 

 

Ended June 30,

 

Ended June 30,

 

Other Income (Expense):

 

2015

 

2014

 

2015

 

2014

 

 

 

(In thousands)

 

Marketable investment securities - gains (losses) on sales/exchanges

 

$

34,927

 

$

555

 

$

99,907

 

$

6,192

 

Marketable investment securities - unrealized gains (losses) on investments accounted for using the Fair Value Option

 

 

2,742

 

 

7,018

 

Derivative financial instruments - net realized and/or unrealized gains (losses)

 

100,776

 

5,130

 

168,387

 

(174

)

Marketable investment securities - other-than-temporary impairments

 

 

 

(5,567

)

(6,130

)

Other

 

(225

)

407

 

(6,960

)

(3,261

)

 

 

 

 

 

 

 

 

 

 

Total

 

$

135,478

 

$

8,834

 

$

255,767

 

$

3,645