Condensed Consolidating Financial Information | Condensed Consolidating Financial Information In October 2011, we issued and sold the 2019 Notes with an aggregate principal amount of $650.0 million (see Note 6). In connection with the spin-off, COO transferred all of its assets, operations and liabilities, including the 2019 Notes, to SSO, which has been reflected retrospectively in the condensed consolidating financial information. Pursuant to the Indenture governing the 2019 Notes, such notes are fully and unconditionally and jointly and severally guaranteed by SSO’s parent, SSE, and all of SSO’s subsidiaries, other than SSF, which is a co-issuer of the 2019 Notes, and certain immaterial subsidiaries. Each of the subsidiary guarantors is 100% owned by SSO and there are no material subsidiaries of SSO other than the subsidiary guarantors. SSF and Western Wisconsin Sand Company, LLC are minor non-guarantor subsidiaries whose condensed consolidating financial information is included with the subsidiary guarantors. SSE and SSO have independent assets and operations. There are no significant restrictions on the ability of SSO or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan. Set forth below are condensed consolidating financial statements for SSE (“Parent”) and SSO (“Subsidiary Issuer”) on a stand-alone, unconsolidated basis, and their combined guarantor subsidiaries as of June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014 . The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities. Condensed Consolidating Balance Sheet June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets: Current Assets: Cash $ 88 $ 118,242 $ 5 $ — $ 118,335 Accounts receivable, net — — 261,061 — 261,061 Inventory — — 22,895 — 22,895 Deferred income tax asset — 1,005 3,026 — 4,031 Prepaid expenses and other — 29,927 6,424 (22,883 ) 13,468 Total Current Assets 88 149,174 293,411 (22,883 ) 419,790 Property and Equipment: Property and equipment, at cost — 30,879 2,565,372 — 2,596,251 Less: accumulated depreciation — (1,551 ) (1,004,949 ) — (1,006,500 ) Total Property and Equipment, Net — 29,328 1,560,423 — 1,589,751 Other Assets: Equity method investment — — 9,036 — 9,036 Goodwill — — 27,434 — 27,434 Deferred financing costs, net 5,788 21,720 — — 27,508 Other long-term assets — 100,176 5,788 (72,280 ) 33,684 Investments in subsidiaries and intercompany advances 675,944 1,557,205 — (2,233,149 ) — Total Other Assets 681,732 1,679,101 42,258 (2,305,429 ) 97,662 Total Assets $ 681,820 $ 1,857,603 $ 1,896,092 $ (2,328,312 ) $ 2,107,203 Liabilities and Equity: Current Liabilities: Accounts payable $ 58 $ 2,518 $ 34,663 $ — $ 37,239 Current portion of long-term debt — 5,000 — — 5,000 Other current liabilities 14,371 32,495 132,488 (22,883 ) 156,471 Total Current Liabilities 14,429 40,013 167,151 (22,883 ) 198,710 Long-Term Liabilities: Deferred income tax liabilities 506 — 170,704 (72,280 ) 98,930 Long-term debt, excluding current maturities 460,000 1,140,750 — — 1,600,750 Other long-term liabilities — 896 1,032 — 1,928 Total Long-Term Liabilities 460,506 1,141,646 171,736 (72,280 ) 1,701,608 Total Stockholders’ Equity 206,885 675,944 1,557,205 (2,233,149 ) 206,885 Total Liabilities and Stockholders’ Equity $ 681,820 $ 1,857,603 $ 1,896,092 $ (2,328,312 ) $ 2,107,203 Condensed Consolidating Balance Sheet December 31, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets: Current Assets: Cash $ 77 $ 733 $ 81 $ — $ 891 Accounts receivable, net — 4 421,551 — 421,555 Inventory — — 25,073 — 25,073 Deferred income tax asset — 2,091 6,029 (657 ) 7,463 Prepaid expenses and other — 5,309 13,763 — 19,072 Total Current Assets 77 8,137 466,497 (657 ) 474,054 Property and Equipment: Property and equipment, at cost — 22,397 2,727,489 — 2,749,886 Less: accumulated depreciation — (643 ) (982,190 ) — (982,833 ) Total Property and Equipment, Net — 21,754 1,745,299 — 1,767,053 Other Assets: Equity method investment — — 7,816 — 7,816 Goodwill — — 27,434 — 27,434 Intangible assets, net — — 5,420 — 5,420 Deferred financing costs, net 6,740 17,111 — — 23,851 Other long-term assets — 38,950 5,731 (37,757 ) 6,924 Investments in subsidiaries and intercompany advances 803,383 1,853,480 — (2,656,863 ) — Total Other Assets 810,123 1,909,541 46,401 (2,694,620 ) 71,445 Total Assets $ 810,200 $ 1,939,432 $ 2,258,197 $ (2,695,277 ) $ 2,312,552 Liabilities and Stockholders’ Equity: Current Liabilities: Accounts payable $ — $ 6,579 $ 39,078 $ — $ 45,657 Current portion of long-term debt — 4,000 — — 4,000 Other current liabilities 18,032 29,776 168,601 (657 ) 215,752 Total Current Liabilities 18,032 40,355 207,679 (657 ) 265,409 Long-Term Liabilities: Deferred income tax liabilities 1,145 — 195,885 (37,757 ) 159,273 Long-term debt, excluding current maturities 500,000 1,094,500 — — 1,594,500 Other long-term liabilities — 1,194 1,153 — 2,347 Total Long-Term Liabilities 501,145 1,095,694 197,038 (37,757 ) 1,756,120 Total Stockholders’ Equity 291,023 803,383 1,853,480 (2,656,863 ) 291,023 Total Liabilities and Stockholders’ Equity $ 810,200 $ 1,939,432 $ 2,258,197 $ (2,695,277 ) $ 2,312,552 Condensed Consolidating Statement of Operations Three Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ — $ 296,053 $ (925 ) $ 295,128 Operating Expenses: Operating costs — — 239,127 — 239,127 Depreciation and amortization — 796 72,154 — 72,950 General and administrative (41 ) 14,055 21,726 (925 ) 34,815 Loss on sale of a business — 34,989 — — 34,989 (Gains) losses on sales of property and equipment, net — (19 ) 9,029 — 9,010 Impairments and other — — 8,882 — 8,882 Total Operating Expenses (41 ) 49,821 350,918 (925 ) 399,773 Operating Income (Loss) 41 (49,821 ) (54,865 ) — (104,645 ) Other (Expense) Income: Interest expense (8,291 ) (16,677 ) — — (24,968 ) Gains on extinguishment of debt 13,085 — — — 13,085 Income from equity investees — — 136 — 136 Other (expense) income — 79 964 — 1,043 Equity in net loss of subsidiary (78,289 ) (37,053 ) — 115,342 — Total Other (Expense) Income (73,495 ) (53,651 ) 1,100 115,342 (10,704 ) Loss Before Income Taxes (73,454 ) (103,472 ) (53,765 ) 115,342 (115,349 ) Income Tax Expense (Benefit) 1,216 (25,183 ) (16,712 ) — (40,679 ) Net Loss $ (74,670 ) $ (78,289 ) $ (37,053 ) $ 115,342 $ (74,670 ) Condensed Consolidating Statement of Operations Three Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ 1,120 $ 549,444 $ (1,098 ) $ 549,466 Operating Expenses: Operating costs — 1,695 406,517 (1,626 ) 406,586 Depreciation and amortization — 46 71,783 — 71,829 General and administrative — 4,958 14,410 — 19,368 Gains on sales of property and equipment, net — — (8,964 ) — (8,964 ) Impairments and other — — 3,172 — 3,172 Total Operating Expenses — 6,699 486,918 (1,626 ) 491,991 Operating (Loss) Income — (5,579 ) 62,526 528 57,475 Other (Expense) Income: Interest expense (451 ) (17,164 ) — — (17,615 ) Loss from equity investees — — (4,500 ) — (4,500 ) Other income — 147 239 — 386 Equity in net earnings of subsidiary 21,991 35,811 — (57,802 ) — Total Other Income (Expense) 21,540 18,794 (4,261 ) (57,802 ) (21,729 ) Income Before Income Taxes 21,540 13,215 58,265 (57,274 ) 35,746 Income Tax (Benefit) Expense (170 ) (8,450 ) 22,454 202 14,036 Net Income $ 21,710 $ 21,665 $ 35,811 $ (57,476 ) $ 21,710 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ — $ 726,589 $ (1,674 ) $ 724,915 Operating Expenses: Operating costs — — 570,738 — 570,738 Depreciation and amortization — 863 157,062 — 157,925 General and administrative 27 25,971 44,403 (1,674 ) 68,727 Loss on sale of a business 34,989 — — 34,989 (Gains) losses on sales of property and equipment, net — (19 ) 13,239 — 13,220 Impairments and other — — 15,154 — 15,154 Total Operating Expenses 27 61,804 800,596 (1,674 ) 860,753 Operating Loss (27 ) (61,804 ) (74,007 ) — (135,838 ) Other (Expense) Income: Interest expense (16,550 ) (31,934 ) — — (48,484 ) Gains on early extinguishment of debt 13,085 — — — 13,085 Income from equity investees — — 1,108 — 1,108 Other (expense) income — (54 ) 1,001 — 947 Equity in net loss of subsidiary (110,074 ) (49,719 ) — 159,793 — Total Other (Expense) Income (113,539 ) (81,707 ) 2,109 159,793 (33,344 ) Loss Before Income Taxes (113,566 ) (143,511 ) (71,898 ) 159,793 (169,182 ) Income Tax Benefit (1,295 ) (33,437 ) (22,179 ) — (56,911 ) Net Loss $ (112,271 ) $ (110,074 ) $ (49,719 ) $ 159,793 $ (112,271 ) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ 2,263 $ 1,059,132 $ (2,219 ) $ 1,059,176 Operating Expenses: Operating costs — 3,607 816,015 (3,448 ) 816,174 Depreciation and amortization — 66 144,228 — 144,294 General and administrative — 12,217 28,037 — 40,254 Gains on sales of property and equipment, net — — (7,986 ) — (7,986 ) Impairments and other — — 22,980 — 22,980 Total Operating Expenses — 15,890 1,003,274 (3,448 ) 1,015,716 Operating (Loss) Income — (13,627 ) 55,858 1,229 43,460 Other (Expense) Income: Interest expense (451 ) (31,856 ) — — (32,307 ) Loss from equity investees — — (5,417 ) — (5,417 ) Other income — 147 610 — 757 Equity in net earnings of subsidiary 3,436 30,991 — (34,427 ) — Total Other Income (Expense) 2,985 (718 ) (4,807 ) (34,427 ) (36,967 ) Income (Loss) Before Income Taxes 2,985 (14,345 ) 51,051 (33,198 ) 6,493 Income Tax (Benefit) Expense (170 ) (17,020 ) 20,060 468 3,338 Net Income $ 3,155 $ 2,675 $ 30,991 $ (33,666 ) $ 3,155 Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ (19,080 ) $ 118,144 $ 289,803 $ (229,190 ) $ 159,677 Cash Flows From Investing Activities: Additions to property and equipment — (10,998 ) (79,726 ) — (90,724 ) Proceeds from sales of assets — 127 16,240 — 16,367 Proceeds from sale of a business 15,000 — — 15,000 Additions to investments — — (112 ) — (112 ) Distributions from affiliates 45,496 — — (45,496 ) — Other — — 3,392 — 3,392 Net cash provided by (used in) investing activities 45,496 4,129 (60,206 ) (45,496 ) (56,077 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 160,100 — — 160,100 Payments on revolving credit facility — (210,600 ) — — (210,600 ) Payments to extinguish senior notes (26,405 ) — — — (26,405 ) Proceeds from issuance of term loan, net of issuance costs — 94,481 — — 94,481 Payments on term loan — (2,250 ) — — (2,250 ) Deferred financing costs — (784 ) — — (784 ) Distributions to affiliates — (45,496 ) (229,190 ) 274,686 — Other — (215 ) (483 ) — (698 ) Net cash (used in) provided by financing activities (26,405 ) (4,764 ) (229,673 ) 274,686 13,844 Net increase (decrease) in cash 11 117,509 (76 ) — 117,444 Cash, beginning of period 77 733 81 — 891 Cash, end of period $ 88 $ 118,242 $ 5 $ — $ 118,335 Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ 57,184 $ (4,589 ) $ 167,476 $ (98,137 ) $ 121,934 Cash Flows From Investing Activities: Additions to property and equipment — (7,550 ) (249,228 ) — (256,778 ) Proceeds from sale of assets — — 60,939 — 60,939 Additions to investment — — (131 ) — (131 ) Contributions to affiliates (121,670 ) (63,994 ) — 185,664 — Other — — 35 — 35 Net cash used in investing activities (121,670 ) (71,544 ) (188,385 ) 185,664 (195,935 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 716,500 — — 716,500 Payments on revolving credit facility — (1,099,100 ) — — (1,099,100 ) Proceeds from issuance of senior notes, net of offering costs 493,825 — — — 493,825 Proceeds from issuance of term loan, net of offering costs — 393,879 — — 393,879 Deferred financing costs — (2,385 ) — — (2,385 ) Distributions to CHK (421,920 ) — — — (421,920 ) Contributions from affiliates — 66,632 20,895 (87,527 ) — Net cash provided by financing activities 71,905 75,526 20,895 (87,527 ) 80,799 Net increase (decrease) in cash 7,419 (607 ) (14 ) — 6,798 Cash, beginning of period — 1,613 65 — 1,678 Cash, end of period $ 7,419 $ 1,006 $ 51 $ — $ 8,476 |