EX-99.1 5 sats093016ex-991.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1
 
Unaudited Condensed Attributed Financial Information for Hughes Retail Group
 
On March 1, 2014, EchoStar Corporation (the terms “we,” “us,” “EchoStar,” and “our” refer to EchoStar Corporation and its subsidiaries) issued shares of its newly authorized Hughes Retail Preferred Tracking Stock (the “EchoStar Tracking Stock”) and Hughes Satellite Systems Corporation (“HSS”), a subsidiary of EchoStar, also issued shares of its newly authorized Hughes Retail Preferred Tracking Stock (the “HSS Tracking Stock” and together with the EchoStar Tracking Stock, the “Tracking Stock”) to certain subsidiaries of DISH Network Corporation.
 
The Tracking Stock is intended to reflect the separate performance of the Hughes Retail Group, which is comprised primarily of our business of providing satellite broadband internet services to residential retail subscribers, including the assets and liabilities primarily associated with the operation of the business; and the business operations, revenue, billings, operating and other direct and indirect support activities to provide services to the business and Hughes retail subscribers.  The Hughes Retail Group also includes any proceeds associated with a sale or transfer of the Hughes Retail Group or any assets of the Hughes Retail Group, and any other assets acquired by or for the account of the Hughes Retail Group or otherwise attributed, contributed, allocated or transferred to the Hughes Retail Group from time to time.  The EchoStar Group is comprised of all existing and future businesses of EchoStar and its subsidiaries, excluding the Hughes Retail Group.
 
Holders of the Tracking Stock and our common stock are holders of capital stock of the issuer (EchoStar or HSS) and are subject to risks associated with an investment in the issuer and all of its businesses, assets and liabilities.  The issuance of the Tracking Stock does not affect the rights of our creditors or the creditors of our subsidiaries.
 
Notwithstanding the following attribution of assets, liabilities, revenue, expenses and cash flows to the Hughes Retail Group and the EchoStar Group, our tracking stock structure does not affect the ownership of or the legal title to our assets or responsibility for our liabilities.
 
The accompanying condensed attributed financial information as of, and for, the three and nine months ended September 30, 2016 and 2015 and the year ended December 31, 2015 are unaudited.  The Company’s management is solely responsible for this financial information and believes that it has been prepared in conformity with accounting principles generally accepted in the United States.
 
The following tables present our consolidated assets and liabilities as of September 30, 2016 and December 31, 2015 and our consolidated revenue, expenses and cash flows for the three and nine months ended September 30, 2016 and 2015The tables further present our assets, liabilities, revenue, expenses and cash flows that are attributed to the Hughes Retail Group as if that business and its assets had been attributed to that group at the beginning of each period.  The financial information in this Exhibit should be read in conjunction with our unaudited condensed consolidated financial statements for the period ended September 30, 2016 included in our Quarterly Report on Form 10-Q.


1



CONDENSED ATTRIBUTED BALANCE SHEETS
(In thousands)
(Unaudited) 
 
 
Attributed
As of September 30, 2016
 
Attributed
As of December 31, 2015
 
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
Assets
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Current Assets:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash, cash equivalents and marketable investment securities
 
$

 
$
3,019,017

 
$

 
$
3,019,017

 
$

 
$
1,536,578

 
$

 
$
1,536,578

Trade accounts receivable, net
 
26,942

 
150,959

 

 
177,901

 
27,094

 
152,146

 

 
179,240

Trade accounts receivable - DISH Network, net
 

 
330,300

 

 
330,300

 

 
277,159

 

 
277,159

Inventory
 
5,688

 
69,434

 
(1,333
)
 
73,789

 
6,699

 
61,878

 
(1,567
)
 
67,010

Prepaids and deposits
 
543

 
60,946

 

 
61,489

 
990

 
55,959

 

 
56,949

Inter-group advances
 
1,711

 

 
(1,711
)
 

 

 
30,398

 
(30,398
)
 

Other current assets
 

 
54,993

 

 
54,993

 

 
16,723

 

 
16,723

Total current assets
 
34,884

 
3,685,649

 
(3,044
)
 
3,717,489

 
34,783

 
2,130,841

 
(31,965
)
 
2,133,659

Noncurrent Assets:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Restricted cash and marketable investment securities
 

 
13,651

 

 
13,651

 

 
21,002

 

 
21,002

Property and equipment, net
 
148,298

 
3,497,490

 
(17,409
)
 
3,628,379

 
162,497

 
3,266,315

 
(15,822
)
 
3,412,990

Regulatory authorizations, net
 

 
548,211

 

 
548,211

 

 
543,812

 

 
543,812

Goodwill
 
260,000

 
250,630

 

 
510,630

 
260,000

 
250,630

 

 
510,630

Other intangible assets, net
 
19,423

 
78,943

 

 
98,366

 
31,488

 
101,165

 

 
132,653

Economic interest in Hughes Retail Group
 

 
88,481

 
(88,481
)
 

 

 
89,140

 
(89,140
)
 

Investments in unconsolidated entities
 

 
202,272

 

 
202,272

 

 
209,264

 

 
209,264

Other receivable - DISH Network
 

 
90,359

 

 
90,359

 

 
90,966

 

 
90,966

Deferred tax assets
 
33,927

 
6,993

 
(33,927
)
 
6,993

 
19,685

 
4,041

 
(19,685
)
 
4,041

Other noncurrent assets, net
 
31,513

 
130,032

 
(558
)
 
160,987

 
35,277

 
115,859

 
(667
)
 
150,469

Total noncurrent assets
 
493,161

 
4,907,062

 
(140,375
)
 
5,259,848

 
508,947

 
4,692,194

 
(125,314
)
 
5,075,827

Total assets
 
$
528,045

 
$
8,592,711

 
$
(143,419
)
 
$
8,977,337

 
$
543,730

 
$
6,823,035

 
$
(157,279
)
 
$
7,209,486

Liabilities and Stockholders’ Equity
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Current Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Trade accounts payable
 
$
12,559

 
$
212,675

 
$

 
$
225,234

 
$
12,023

 
$
201,648

 
$

 
$
213,671

Trade accounts payable - DISH Network
 

 
1,520

 

 
1,520

 

 
24,682

 

 
24,682

Current portion of long-term debt and capital lease obligations
 

 
37,717

 

 
37,717

 

 
35,698

 

 
35,698

Deferred revenue and prepayments
 
28,198

 
33,999

 

 
62,197

 
26,636

 
35,245

 

 
61,881

Accrued compensation
 

 
37,083

 

 
37,083

 

 
29,767

 

 
29,767

Accrued royalties
 

 
22,687

 

 
22,687

 

 
22,531

 

 
22,531

Accrued interest
 

 
57,159

 

 
57,159

 

 
8,596

 

 
8,596

Inter-group advances
 

 
1,711

 
(1,711
)
 

 
30,398

 

 
(30,398
)
 

Accrued expenses and other
 
39,580

 
65,058

 

 
104,638

 
26,399

 
103,606

 

 
130,005

Total current liabilities
 
80,337

 
469,609

 
(1,711
)
 
548,235

 
95,456

 
461,773

 
(30,398
)
 
526,831

Noncurrent Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Long-term debt and capital lease obligations, net of unamortized debt issuance costs
 

 
3,629,973

 

 
3,629,973

 

 
2,156,667

 

 
2,156,667

Deferred tax liabilities
 

 
758,766

 
(33,927
)
 
724,839

 

 
670,077

 
(19,685
)
 
650,392

Other noncurrent liabilities
 
5,305

 
90,310

 

 
95,615

 
2,576

 
91,378

 

 
93,954

Total noncurrent liabilities
 
5,305

 
4,479,049

 
(33,927
)
 
4,450,427

 
2,576

 
2,918,122

 
(19,685
)
 
2,901,013

Total liabilities
 
85,642

 
4,948,658

 
(35,638
)
 
4,998,662

 
98,032

 
3,379,895

 
(50,083
)
 
3,427,844

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders’ Equity:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Equity/Attributed net assets
 
442,403

 
3,558,055

 
(107,781
)
 
3,892,677

 
445,698

 
3,356,976

 
(107,196
)
 
3,695,478

Noncontrolling interest in HSS Tracking Stock
 

 
73,928

 

 
73,928

 

 
74,854

 

 
74,854

Other noncontrolling interests
 

 
12,070

 

 
12,070

 

 
11,310

 

 
11,310

Equity/Attributed net assets
 
442,403

 
3,644,053

 
(107,781
)
 
3,978,675

 
445,698

 
3,443,140

 
(107,196
)
 
3,781,642

Total liabilities and equity/attributed net assets
 
$
528,045

 
$
8,592,711

 
$
(143,419
)
 
$
8,977,337

 
$
543,730

 
$
6,823,035

 
$
(157,279
)
 
$
7,209,486


2




CONDENSED ATTRIBUTED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited) 
 
 
Attributed
For the Three Months Ended September 30, 2016
 
Attributed
For the Three Months Ended September 30, 2015
 
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
Revenue:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Services and equipment revenue - DISH Network
 
$

 
$
378,094

 
$

 
$
378,094

 
$

 
$
393,785

 
$

 
$
393,785

Services and equipment revenue - other
 
162,257

 
283,390

 
(81,392
)
 
364,255

 
157,706

 
292,384

 
(82,996
)
 
367,094

Total revenue
 
162,257

 
661,484

 
(81,392
)
 
742,349

 
157,706

 
686,169

 
(82,996
)
 
760,879

Costs and Expenses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (exclusive of depreciation and amortization)
 
94,730

 
399,287

 
(79,410
)
 
414,607

 
91,530

 
415,772

 
(79,627
)
 
427,675

Selling, general and administrative expenses
 
33,954

 
67,587

 

 
101,541

 
34,822

 
57,008

 

 
91,830

Research and development expenses
 

 
20,587

 

 
20,587

 

 
19,875

 

 
19,875

Depreciation and amortization
 
33,073

 
92,708

 
(2,148
)
 
123,633

 
35,365

 
99,026

 
(1,499
)
 
132,892

Total costs and expenses
 
161,757

 
580,169

 
(81,558
)
 
660,368

 
161,717

 
591,681

 
(81,126
)
 
672,272

Operating income (loss)
 
500

 
81,315

 
166

 
81,981

 
(4,011
)
 
94,488

 
(1,870
)
 
88,607

Other Income (Expense):
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest income
 

 
6,263

 
(3
)
 
6,260

 

 
2,601

 
(39
)
 
2,562

Interest expense, net of amounts capitalized
 
(3
)
 
(37,358
)
 
3

 
(37,358
)
 
(39
)
 
(28,870
)
 
39

 
(28,870
)
Loss from partial redemption of debt
 

 

 

 

 

 

 

 

Gains (losses) and impairment on marketable investment securities, net
 

 
230

 

 
230

 

 
(5,155
)
 

 
(5,155
)
Economic interest in earnings (loss) of Hughes Retail Group
 

 
60

 
(60
)
 

 

 
(488
)
 
488

 

Other, net
 

 
5,809

 

 
5,809

 

 
(209
)
 

 
(209
)
Total other income (expense), net
 
(3
)
 
(24,996
)
 
(60
)
 
(25,059
)
 
(39
)
 
(32,121
)
 
488

 
(31,672
)
Income (loss) before income taxes
 
497

 
56,319

 
106

 
56,922

 
(4,050
)
 
62,367

 
(1,382
)
 
56,935

Income tax benefit (provision), net
 
(197
)
 
(19,315
)
 

 
(19,512
)
 
1,610

 
(30,187
)
 

 
(28,577
)
Net income (loss)
 
300

 
37,004

 
106

 
37,410

 
(2,440
)
 
32,180

 
(1,382
)
 
28,358

Less: Net income (loss) attributable to noncontrolling interest in HSS Tracking Stock
 

 
85

 

 
85

 

 
(686
)
 

 
(686
)
Less: Net income attributable to other noncontrolling interests
 

 
524

 

 
524

 

 
209

 

 
209

Net income (loss) attributable to EchoStar
 
$
300

 
$
36,395

 
$
106

 
$
36,801

 
$
(2,440
)
 
$
32,657

 
$
(1,382
)
 
$
28,835


3




CONDENSED ATTRIBUTED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited) 
 
 
Attributed
For the Nine Months Ended September 30, 2016
 
Attributed
For the Nine Months Ended September 30, 2015
 
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
Revenue:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Services and equipment revenue - DISH Network
 
$

 
$
1,246,781

 
$

 
$
1,246,781

 
$

 
$
1,272,635

 
$

 
$
1,272,635

Services and equipment revenue - other
 
480,747

 
835,153

 
(246,344
)
 
1,069,556

 
455,692

 
870,594

 
(245,794
)
 
1,080,492

Total revenue
 
480,747

 
2,081,934

 
(246,344
)
 
2,316,337

 
455,692

 
2,143,229

 
(245,794
)
 
2,353,127

Costs and Expenses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cost of sales (exclusive of depreciation and amortization)
 
278,859

 
1,289,200

 
(239,064
)
 
1,328,995

 
267,737

 
1,320,686

 
(235,897
)
 
1,352,526

Selling, general and administrative expenses
 
107,436

 
188,941

 

 
296,377

 
107,038

 
173,424

 

 
280,462

Research and development expenses
 

 
61,761

 

 
61,761

 

 
57,432

 

 
57,432

Depreciation and amortization
 
99,857

 
277,050

 
(6,035
)
 
370,872

 
104,477

 
297,828

 
(3,758
)
 
398,547

Total costs and expenses
 
486,152

 
1,816,952

 
(245,099
)
 
2,058,005

 
479,252

 
1,849,370

 
(239,655
)
 
2,088,967

Operating income (loss)
 
(5,405
)
 
264,982

 
(1,245
)
 
258,332

 
(23,560
)
 
293,859

 
(6,139
)
 
264,160

Other Income (Expense):
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest income
 

 
13,776

 
(47
)
 
13,729

 

 
8,012

 
(116
)
 
7,896

Interest expense, net of amounts capitalized
 
(47
)
 
(80,495
)
 
47

 
(80,495
)
 
(116
)
 
(96,136
)
 
116

 
(96,136
)
Loss from partial redemption of debt
 

 

 

 

 

 
(5,044
)
 

 
(5,044
)
Gains (losses) and impairment on marketable investment securities, net
 

 
8,179

 

 
8,179

 

 
(11,408
)
 

 
(11,408
)
Economic interest in earnings (loss) of Hughes Retail Group
 

 
(659
)
 
659

 

 

 
(2,860
)
 
2,860

 

Other, net
 

 
17,081

 

 
17,081

 

 
(6,658
)
 

 
(6,658
)
Total other income (expense), net
 
(47
)
 
(42,118
)
 
659

 
(41,506
)
 
(116
)
 
(114,094
)
 
2,860

 
(111,350
)
Income (loss) before income taxes
 
(5,452
)
 
222,864

 
(586
)
 
216,826

 
(23,676
)
 
179,765

 
(3,279
)
 
152,810

Income tax benefit (provision), net
 
2,157

 
(77,221
)
 

 
(75,064
)
 
9,376

 
(75,217
)
 

 
(65,841
)
Net income (loss)
 
(3,295
)
 
145,643

 
(586
)
 
141,762

 
(14,300
)
 
104,548

 
(3,279
)
 
86,969

Less: Net income (loss) attributable to noncontrolling interest in HSS Tracking Stock
 

 
(926
)
 

 
(926
)
 

 
(4,020
)
 

 
(4,020
)
Less: Net income attributable to other noncontrolling interests
 

 
946

 

 
946

 

 
1,006

 

 
1,006

Net income (loss) attributable to EchoStar
 
$
(3,295
)
 
$
145,623

 
$
(586
)
 
$
141,742

 
$
(14,300
)
 
$
107,562

 
$
(3,279
)
 
$
89,983


4




CONDENSED ATTRIBUTED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
 
 
Attributed
For the Nine Months Ended September 30, 2016
 
Attributed
For the Nine Months Ended September 30, 2015
 
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
 
Hughes
Retail
Group
 
EchoStar
Group
 
Inter-Group
Eliminations
 
EchoStar
Consolidated
Cash Flows from Operating Activities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net income (loss)
 
$
(3,295
)
 
$
145,643

 
$
(586
)
 
$
141,762

 
$
(14,300
)
 
$
104,548

 
$
(3,279
)
 
$
86,969

Adjustments to reconcile net income (loss) to net cash flows from operating activities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Depreciation and amortization
 
99,857

 
277,050

 
(6,035
)
 
370,872

 
104,477

 
297,828

 
(3,758
)
 
398,547

Equity in losses (earnings) of unconsolidated affiliates, net
 

 
(11,181
)
 

 
(11,181
)
 

 
2,580

 

 
2,580

Loss from partial redemption of debt
 

 

 

 

 

 
5,044

 

 
5,044

Economic interest in loss (earnings) of Hughes Retail Group
 

 
659

 
(659
)
 

 

 
2,860

 
(2,860
)
 

Loss (gain) and impairment on marketable investment securities, net
 

 
(8,179
)
 

 
(8,179
)
 

 
11,408

 

 
11,408

Dividends received from unconsolidated entities
 

 
15,000

 

 
15,000

 

 
5,000

 

 
5,000

Proceeds from sale of trading securities
 

 
7,140

 

 
7,140

 

 
380

 

 
380

Stock-based compensation
 

 
11,953

 

 
11,953

 

 
16,204

 

 
16,204

Deferred tax provision (benefit)
 
(14,242
)
 
85,664

 

 
71,422

 
(19,463
)
 
82,884

 

 
63,421

Changes in current assets and current liabilities, net
 
16,889

 
(63,668
)
 
(234
)
 
(47,013
)
 
8,974

 
(9,079
)
 
(169
)
 
(274
)
Changes in noncurrent assets and noncurrent liabilities, net
 
6,493

 
1,713

 
(109
)
 
8,097

 
2,222

 
1,191

 
44

 
3,457

Other, net
 

 
14,836

 

 
14,836

 

 
15,187

 

 
15,187

Net cash flows from operating activities
 
105,702

 
476,630

 
(7,623
)
 
574,709

 
81,910

 
536,035

 
(10,022
)
 
607,923

Cash Flows from Investing Activities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Purchases of marketable investment securities
 

 
(883,288
)
 

 
(883,288
)
 

 
(345,391
)
 

 
(345,391
)
Sales and maturities of marketable investment securities
 

 
643,865

 

 
643,865

 

 
669,393

 

 
669,393

Purchases of property and equipment
 
(73,593
)
 
(467,699
)
 
7,623

 
(533,669
)
 
(92,949
)
 
(502,975
)
 
10,022

 
(585,902
)
Refunds and other receipts related to capital expenditures
 

 
24,087

 

 
24,087

 

 
105,750

 

 
105,750

Changes in restricted cash and marketable investment securities
 

 
7,351

 

 
7,351

 

 
(313
)
 

 
(313
)
Investments in unconsolidated entities
 

 
(1,636
)
 

 
(1,636
)
 

 
(64,655
)
 

 
(64,655
)
Acquisition of regulatory authorization
 

 

 

 

 

 
(3,428
)
 

 
(3,428
)
Expenditures for externally marketed software
 

 
(17,991
)
 

 
(17,991
)
 

 
(16,905
)
 

 
(16,905
)
Inter-group advances
 
(1,711
)
 
30,398

 
(28,687
)
 

 

 
(11,039
)
 
11,039

 

Other, net
 

 
1,462

 

 
1,462

 

 
(50
)
 

 
(50
)
Net cash flows from investing activities
 
(75,304
)
 
(663,451
)
 
(21,064
)
 
(759,819
)
 
(92,949
)
 
(169,613
)
 
21,061

 
(241,501
)
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
)
 

 

 

 

Repayment of 6 1/2% Senior Secured Notes Due 2019 and related premium
 

 

 

 

 

 
(113,300
)
 

 
(113,300
)
Repayment of other debt and capital lease obligations
 

 
(30,615
)
 

 
(30,615
)
 

 
(35,303
)
 

 
(35,303
)
Net proceeds from Class A common stock options exercised and stock issued under the Employee Stock Purchase Plan
 

 
16,157

 

 
16,157

 

 
19,893

 

 
19,893

Inter-group advances
 
(30,398
)
 
1,711

 
28,687

 

 
11,039

 

 
(11,039
)
 

Other, net
 

 
(3,373
)
 

 
(3,373
)
 

 
1,525

 

 
1,525

Net cash flows from financing activities
 
(30,398
)
 
1,477,605

 
28,687

 
1,475,894

 
11,039

 
(127,185
)
 
(11,039
)
 
(127,185
)
Effect of exchange rates on cash and cash equivalents
 

 
684

 

 
684

 

 
(9,185
)
 

 
(9,185
)
Net increase (decrease) in cash and cash equivalents
 

 
1,291,468

 

 
1,291,468

 

 
230,052

 

 
230,052

Cash and cash equivalents, beginning of period
 

 
924,240

 

 
924,240

 

 
549,053

 

 
549,053

Cash and cash equivalents, end of period
 
$

 
$
2,215,708

 
$

 
$
2,215,708

 
$

 
$
779,105

 
$

 
$
779,105


5



NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION
(Unaudited)

Note 1.         Business Description
 
The Hughes Retail Group is generally comprised of our business of providing satellite broadband internet services to residential retail subscribers in the United States, including the assets and liabilities primarily associated with the operation of the business; and the business operations, revenue, billings, operating and other direct and indirect support activities to provide services to the business and Hughes retail subscribers.  The Hughes Retail Group also includes any proceeds associated with a sale or transfer of the Hughes Retail Group or any assets of the Hughes Retail Group, and any other assets acquired by or for the account of the Hughes Retail Group or otherwise attributed, contributed, allocated or transferred to the Hughes Retail Group from time to time.  The EchoStar Group consists of all other operations of EchoStar, including all existing and future businesses other than the Hughes Retail Group.  EchoStar has adopted a policy statement (the “Policy Statement”) as described in Note 2 below, which sets forth management and allocation policies for purposes of attributing all of the business and operations of EchoStar to either the Hughes Retail Group or the EchoStar Group (each as fully defined in the Policy Statement and collectively, the “Groups”).
 
Note 2.         Basis of Presentation
 
The overall objective of the attributed financial information is to present the amounts reported in its condensed consolidated financial statements attributed to the Hughes Retail Group and the EchoStar Group.  The Policy Statement contains specific provisions that determine how certain assets, liabilities, revenue and expenses are attributed to the Groups.  The Policy Statement does not explicitly address the attribution of all amounts reported in our condensed consolidated financial statements; accordingly, management applies judgment in attributing certain amounts based on its assessment of the activities of the Groups and the guiding principles set forth in the Policy Statement.
 
Set forth below is an overview of the Policy Statement and additional discussion about how we have attributed amounts in our condensed consolidated financial statements to the Groups.
 
Policy Statement
 
In accordance with the Policy Statement, all existing and future retail subscribers in the United States, including related customer contracts, are attributed to the Hughes Retail Group.  Assets and liabilities that are directly related to the Hughes Retail Group are attributed to the Hughes Retail Group, including certain accounts receivable, inventory, property and equipment, deferred subscriber acquisition costs, intangible assets and tax related assets and liabilities.  To the extent practicable, costs and expenses are attributed without markup to the Hughes Retail Group or the EchoStar Group based on specific identification.  Common or shared costs, including corporate overhead, are allocated between the Hughes Retail Group and the EchoStar Group using objective methods and criteria that reflect the relative usage of the corresponding functions or services.  Where resources are shared by the Groups and determinations based on use alone are not practicable, we use other methods and criteria that we believe are fair and result in a reasonable estimate of the costs associated with operation, utilization, and maintenance of such resources to each Group.  Such methods and criteria may include allocations based on revenue, operating costs, square footage, headcount or management estimates.  Under the documents governing the Tracking Stock, any change in our management’s allocation methodologies requires the consent of the holders of a majority of the outstanding shares of the Tracking Stock, but does not require the consent of our common stockholders.
 
The Hughes Retail Group utilizes broadband satellite capacity that is operated and maintained by the EchoStar Group.  The Policy Statement provides for a monthly charge to the Hughes Retail Group for its utilization of such capacity based on the number of retail subscribers and revenue per month.  In addition, the Policy Statement establishes pricing for the Hughes Retail Group purchases of customer rental equipment from the EchoStar Group based on cost plus a fixed margin percentage.  Income taxes incurred by EchoStar and its subsidiaries that include operations of the Hughes Retail Group are allocated between the EchoStar Group and the Hughes Retail Group based primarily on the relative amounts of earnings or loss attributable to each Group.
 
The various attributions, allocations and inter-group charges provided for in the Policy Statement generally do not affect the amounts reported in EchoStar’s condensed consolidated financial statements, except for effects on the attribution of equity and net income or loss between the holders of Tracking Stock and EchoStar’s common stockholders.  The Policy Statement also does not significantly affect the way that the Hughes segment management assesses operating performance and allocates resources.  In addition, our chief operating decision maker reviews the Hughes Retail Group financial information only to the

6

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION
(Unaudited)


extent such information is included in our periodic filings with the SEC.  Therefore we do not consider the Hughes Retail Group to be a separate operating segment.
 
Balance Sheet Attributions
 
Assets attributed to the Hughes Retail Group based on specific identification consist primarily of trade accounts receivable from retail broadband subscribers, property and equipment (primarily customer rental equipment) used solely in the retail business, and deferred subscriber acquisition costs included in other noncurrent assets.  Goodwill and other intangible assets (primarily customer relationships, developed technology and trademarks), which were recognized in connection with our acquisition of Hughes Communications, Inc. in June 2011, were attributed to the Hughes Retail Group based on an analysis of information for the retail business that was available at the acquisition date.
 
No attribution to the Hughes Retail Group has been made for certain significant assets that it shares with the EchoStar Group, including regulatory authorizations and property and equipment (such as satellites and related terrestrial facilities), because those assets are operated and maintained by the EchoStar Group and it is not practicable to allocate the asset carrying amounts between the Groups.  However, the Hughes Retail Group has the right to use such assets and is charged for its use of such assets in accordance with the Policy Statement.
 
Liabilities attributed to the Hughes Retail Group based on specific identification consist primarily of customer prepayments and deferred revenue related to retail subscribers and deferred tax liabilities related to assets and liabilities that have been attributed to the Hughes Retail Group.  Except to a limited extent, it is not practicable to attribute accounts payable and accrued liabilities to the Hughes Retail Group because those amounts arise from centralized processes managed by the EchoStar Group.  The Hughes Retail Group generally incurs inter-group payables to all other operations in connection with such centralized processes.  As provided in the Policy Statement, none of our long-term debt is attributed to the Hughes Retail Group; however, interest is charged on all inter-group payables.
 
Revenue and Expense Attributions
 
The Hughes Retail Group revenue relates to services and equipment provided to retail broadband subscribers and is readily identifiable based on specific identification.
 
Expenses attributed to the Hughes Retail Group based on specific identification include depreciation of property and equipment and amortization of intangible assets that are attributed to the Hughes Retail Group.  Certain other operating expenses, such as compensation of employees that work exclusively in the retail business, are also attributed to the Hughes Retail Group based on specific identification.  A substantial portion of the Hughes Retail Group cost of sales is based on the specific inter-group pricing provisions of the Policy Statement, including a monthly charge per retail subscriber and charges for customer rental equipment at cost plus a fixed margin percentage.  The Hughes Retail Group operating expenses also reflect allocations of corporate overhead and other expenses incurred by EchoStar.
 
Cash Flow Attributions
 
The Hughes Retail Group participates in EchoStar’s centralized cash management system and does not maintain separate cash accounts.  Under the centralized cash management system, net advances of cash to or from the Hughes Retail Group are reflected in an inter-group receivable or payable account, which bears interest at the same rate earned by EchoStar on its cash and marketable investment securities portfolio.  There is no allocation of EchoStar’s long-term debt or related interest costs to the Hughes Retail Group.
 
Cash receipts from retail broadband subscribers and payments of certain expenses attributed to the Hughes Retail Group on a specific identification basis generally are reflected in the attributed statements of cash flows in the period the cash is received or paid.  It is not practicable to determine the timing of related cash disbursements under the centralized cash management system for other costs and expenses attributed to the Hughes Retail Group.  The accompanying statements of cash flows generally presents cash flows related to such transactions when they are recognized on an accrual basis in an inter-group receivable or payable account.  Periodic changes in inter-group receivables or payables generally are indicative of amounts received or paid by the EchoStar Group on behalf of the Hughes Retail Group and are reported in the accompanying attributed statements of cash flows as investing activity for the Group with a net receivable balance or as financing activity for the Group with a net payable balance.
 

7

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION
(Unaudited)



Note 3.         Property and Equipment
 
Property and equipment for the Hughes Retail Group consisted of the following:
 
 
 
Depreciable
 
As of
 
 
Life
(In Years)
 
September 30,
2016
 
December 31,
2015
 
 
 
 
(In thousands)
Customer rental equipment
 
2-4
 
$
657,680

 
$
584,086

Accumulated depreciation
 
 
 
(509,382
)
 
(421,589
)
Property and equipment, net
 
 
 
$
148,298

 
$
162,497

 
Depreciation expense associated with the Hughes Retail Group property and equipment, net of retirements, was $29.1 million and $30.5 million for the three months ended September 30, 2016 and 2015, respectively, and $87.8 million and $89.8 million for the nine months ended September 30, 2016 and 2015, respectively.
 
Note 4.         Goodwill and Other Intangible Assets
 
Goodwill
 
Goodwill is assigned to reporting units of our operating segments.  A portion of the Hughes segment goodwill was attributed to the Hughes Retail Group as if the Hughes Retail Group had been a separate reporting unit at June 8, 2011, the date EchoStar completed the acquisition of Hughes Communications, Inc.  Approximately $260.0 million of the $504.2 million Hughes segment goodwill was attributed to the Hughes Retail Group.
 
Other Intangible Assets
 
Other intangible assets for the Hughes Retail Group consisted of the following:
 
 
 
As of
 
 
September 30, 2016
 
December 31, 2015
 
 
Cost
 
Accumulated
Amortization
 
Carrying
Amount
 
Cost
 
Accumulated
Amortization
 
Carrying
Amount
 
 
(In thousands)
Customer relationships
 
$
145,100

 
$
(138,276
)
 
$
6,824

 
$
145,100

 
$
(129,660
)
 
$
15,440

Technology-based
 
23,500

 
(20,889
)
 
2,611

 
23,500

 
(17,951
)
 
5,549

Trademark portfolio
 
13,620

 
(3,632
)
 
9,988

 
13,620

 
(3,121
)
 
10,499

Total other intangible assets
 
$
182,220

 
$
(162,797
)
 
$
19,423

 
$
182,220

 
$
(150,732
)
 
$
31,488


Customer relationships are amortized predominantly in relation to the expected contribution of cash flow to the business over the life of the intangible asset.  Other intangible assets are amortized on a straight-line basis over the periods the assets are expected to contribute to our cash flows.  Amortization expense was $4.1 million and $4.9 million for the three months ended September 30, 2016 and 2015, respectively, and $12.1 million and $14.7 million for the nine months ended September 30, 2016 and 2015, respectively.
 
Note 5.         Income Taxes
 
We establish a provision for income taxes currently payable or receivable and for income tax amounts deferred to future periods based upon a separate return allocation method which results in income tax expense that approximates the expense that would result if the Hughes Retail Group was a stand-alone entity.  Deferred tax assets and liabilities are recorded for the estimated future tax effects of differences that exist between the financial reporting carrying amount and tax bases of assets and liabilities.  Deferred tax assets are offset by valuation allowances when we determine it is more likely than not that such deferred tax assets will not be realized in the foreseeable future.


8

NOTES TO CONDENSED ATTRIBUTED FINANCIAL INFORMATION
(Unaudited)


Note 6.         Equity/Attributed Net Assets
 
The reported amounts of equity/attributed net assets for the Hughes Retail Group and EchoStar Group represent the excess of attributed assets over attributed liabilities for the respective groups.  EchoStar Group equity includes the 20.0% retained economic interest of EchoStar common stockholders in the net assets of the Hughes Retail Group.
 
The Hughes Retail Group equity/attributed net assets consisted of attributed paid-in capital and accumulated earnings as follows:
 
 
 
As of
 
 
September 30, 2016
 
December 31, 2015
 
 
(In thousands)
Attributed paid-in capital
 
$
456,122

 
$
456,122

Attributed accumulated earnings (deficit):
 
 

 
 

Periods prior to March 1, 2014
 
33,395

 
33,395

Periods beginning March 1, 2014
 
(47,114
)
 
(43,819
)
Total
 
(13,719
)
 
(10,424
)
Total equity/attributed net assets
 
$
442,403

 
$
445,698



9