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 September 30, 2015 and December 31, 2014 and for the three and nine months ended September 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 September 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets: Current Assets: Cash $ 78 $ 156,141 $ — $ — $ 156,219 Accounts receivable, net — 186 161,873 — 162,059 Inventory — — 16,096 — 16,096 Deferred income tax asset — 214 1,778 — 1,992 Prepaid expenses and other — 35,228 11,613 (26,721 ) 20,120 Total Current Assets 78 191,769 191,360 (26,721 ) 356,486 Property and Equipment: Property and equipment, at cost — 31,446 2,594,598 — 2,626,044 Less: accumulated depreciation — (3,560 ) (1,052,998 ) — (1,056,558 ) Property and equipment held for sale, net — — 6,600 — 6,600 Total Property and Equipment, Net — 27,886 1,548,200 — 1,576,086 Other Assets: Equity method investment — — 8,806 — 8,806 Goodwill — — 27,434 — 27,434 Deferred financing costs, net 5,479 20,659 — — 26,138 Other long-term assets 724 107,931 5,807 (81,043 ) 33,419 Investments in subsidiaries and intercompany advances 620,639 1,463,821 — (2,084,460 ) — Total Other Assets 626,842 1,592,411 42,047 (2,165,503 ) 95,797 Total Assets $ 626,920 $ 1,812,066 $ 1,781,607 $ (2,192,224 ) $ 2,028,369 Liabilities and Equity: Current Liabilities: Accounts payable $ 58 $ 1,304 $ 40,897 $ — $ 42,259 Current portion of long-term debt — 5,000 — — 5,000 Other current liabilities 6,760 45,010 115,512 (26,721 ) 140,561 Total Current Liabilities 6,818 51,314 156,409 (26,721 ) 187,820 Long-Term Liabilities: Deferred income tax liabilities — — 160,390 (81,043 ) 79,347 Long-term debt, excluding current maturities 450,000 1,139,500 — — 1,589,500 Other long-term liabilities — 613 987 — 1,600 Total Long-Term Liabilities 450,000 1,140,113 161,377 (81,043 ) 1,670,447 Total Stockholders’ Equity 170,102 620,639 1,463,821 (2,084,460 ) 170,102 Total Liabilities and Stockholders’ Equity $ 626,920 $ 1,812,066 $ 1,781,607 $ (2,192,224 ) $ 2,028,369 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 September 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ 3 $ 214,713 $ (1,175 ) $ 213,541 Operating Expenses: Operating costs — — 160,889 — 160,889 Depreciation and amortization — 2,010 66,845 — 68,854 General and administrative 12 10,533 17,338 (1,175 ) 26,709 Losses on sales of property and equipment, net — — 1,804 — 1,804 Impairments and other — — 1,566 — 1,566 Total Operating Expenses 12 12,543 248,442 (1,175 ) 259,822 Operating Loss (12 ) (12,540 ) (33,729 ) — (46,281 ) Other (Expense) Income: Interest expense (7,583 ) (17,897 ) — — (25,480 ) Gains on early extinguishment of debt 4,975 — — — 4,975 Loss from equity investee — — (230 ) — (230 ) Other income — 223 719 — 942 Equity in net loss of subsidiary (47,142 ) (24,175 ) — 71,317 — Total Other (Expense) Income (49,750 ) (41,849 ) 489 71,317 (19,793 ) Loss Before Income Taxes (49,762 ) (54,389 ) (33,240 ) 71,317 (66,074 ) Income Tax Benefit (1,232 ) (7,247 ) (9,065 ) — (17,544 ) Net Loss $ (48,530 ) $ (47,142 ) $ (24,175 ) $ 71,317 $ (48,530 ) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ 1,264 $ 526,754 $ (1,245 ) $ 526,773 Operating Expenses: Operating costs — 1,037 392,344 (1,243 ) 392,138 Depreciation and amortization — 86 73,769 — 73,855 General and administrative 148 32,149 426 — 32,723 Losses on sales of property and equipment, net — 6 448 — 454 Impairments and other — — 7,751 — 7,751 Total Operating Expenses 148 33,278 474,738 (1,243 ) 506,921 Operating (Loss) Income (148 ) (32,014 ) 52,016 (2 ) 19,852 Other (Expense) Income: Interest expense (8,358 ) (15,248 ) — — (23,606 ) Loss from equity investee — — (347 ) — (347 ) Other (expense) income — (284 ) 150 — (134 ) Equity in net earnings of subsidiary 2,669 32,387 — (35,056 ) — Total Other (Expense) Income (5,689 ) 16,855 (197 ) (35,056 ) (24,087 ) (Loss) Income Before Income Taxes (5,837 ) (15,159 ) 51,819 (35,058 ) (4,235 ) Income Tax (Benefit) Expense (4,067 ) (17,829 ) 19,432 (1 ) (2,465 ) Net (Loss) Income $ (1,770 ) $ 2,670 $ 32,387 $ (35,057 ) $ (1,770 ) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ 3 $ 941,302 $ (2,849 ) $ 938,456 Operating Expenses: Operating costs — — 731,627 — 731,627 Depreciation and amortization — 2,872 223,907 — 226,779 General and administrative 39 36,505 61,741 (2,849 ) 95,436 Loss on sale of a business — 34,989 — — 34,989 (Gains) losses on sales of property and equipment, net — (19 ) 15,042 — 15,023 Impairments and other — — 16,720 — 16,720 Total Operating Expenses 39 74,347 1,049,037 (2,849 ) 1,120,574 Operating Loss (39 ) (74,344 ) (107,735 ) — (182,118 ) Other (Expense) Income: Interest expense (24,134 ) (49,830 ) — — (73,964 ) Gains on early extinguishment of debt 18,061 — — — 18,061 Income from equity investee — — 877 — 877 Other income — 170 1,719 — 1,889 Equity in net loss of subsidiary (157,215 ) (73,895 ) — 231,110 — Total Other (Expense) Income (163,288 ) (123,555 ) 2,596 231,110 (53,137 ) Loss Before Income Taxes (163,327 ) (197,899 ) (105,139 ) 231,110 (235,255 ) Income Tax Benefit (2,527 ) (40,684 ) (31,244 ) — (74,455 ) Net Loss $ (160,800 ) $ (157,215 ) $ (73,895 ) $ 231,110 $ (160,800 ) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ 3,527 $ 1,585,885 $ (3,464 ) $ 1,585,948 Operating Expenses: Operating costs — 4,644 1,208,359 (4,691 ) 1,208,312 Depreciation and amortization — 152 217,997 — 218,149 General and administrative 148 44,366 28,463 — 72,977 Losses (gains) on sales of property and equipment, net — 6 (7,538 ) — (7,532 ) Impairments and other — — 30,731 — 30,731 Total Operating Expenses 148 49,168 1,478,012 (4,691 ) 1,522,637 Operating (Loss) Income (148 ) (45,641 ) 107,873 1,227 63,311 Other (Expense) Income: Interest expense (8,810 ) (47,103 ) — — (55,913 ) Loss from equity investee — — (5,764 ) — (5,764 ) Other (expense) income — (136 ) 759 — 623 Equity in net earnings of subsidiary 6,104 63,374 — (69,478 ) — Total Other (Expense) Income (2,706 ) 16,135 (5,005 ) (69,478 ) (61,054 ) (Loss) Income Before Income Taxes (2,854 ) (29,506 ) 102,868 (68,251 ) 2,257 Income Tax (Benefit) Expense (4,238 ) (34,849 ) 39,494 466 873 Net Income $ 1,384 $ 5,343 $ 63,374 $ (68,717 ) $ 1,384 Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ (34,101 ) $ 179,172 $ 437,550 $ (318,959 ) $ 263,662 Cash Flows From Investing Activities: Additions to property and equipment — (11,060 ) (140,739 ) — (151,799 ) Proceeds from sales of assets — (172 ) 18,745 — 18,573 Proceeds from sale of a business — 15,000 — — 15,000 Additions to investments — — (112 ) — (112 ) Distributions from affiliates 65,407 — — (65,407 ) — Other — — 3,434 — 3,434 Net cash provided by (used in) investing activities 65,407 3,768 (118,672 ) (65,407 ) (114,904 ) 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 (31,305 ) — — — (31,305 ) Proceeds from issuance of term loan, net of issuance costs — 94,481 — — 94,481 Payments on term loan — (3,500 ) — — (3,500 ) Deferred financing costs — (784 ) — — (784 ) Distributions to affiliates — (65,407 ) (318,959 ) 384,366 — Other — (1,822 ) — — (1,822 ) Net cash (used in) provided by financing activities (31,305 ) (27,532 ) (318,959 ) 384,366 6,570 Net increase (decrease) in cash 1 155,408 (81 ) — 155,328 Cash, beginning of period 77 733 81 — 891 Cash, end of period $ 78 $ 156,141 $ — $ — $ 156,219 Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2014 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ 60,339 $ (14,288 ) $ 207,622 $ (101,627 ) $ 152,046 Cash Flows From Investing Activities: Additions to property and equipment — (9,351 ) (304,090 ) — (313,441 ) Proceeds from sale of assets — — 68,537 — 68,537 Additions to investment — — (213 ) — (213 ) Contributions to affiliates (127,999 ) (70,422 ) — 198,421 — Other — — 63 — 63 Net cash used in investing activities (127,999 ) (79,773 ) (235,703 ) 198,421 (245,054 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 930,900 — — 930,900 Payments on revolving credit facility — (1,292,300 ) — — (1,292,300 ) 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 Payment of term loans — (1,000 ) — — (1,000 ) Deferred financing costs (981 ) (2,565 ) — — (3,546 ) Distributions to CHK (421,920 ) — — — (421,920 ) Contributions from affiliates — 68,691 28,103 (96,794 ) — Other (3,175 ) — — — (3,175 ) Net cash provided by financing activities 67,749 97,605 28,103 (96,794 ) 96,663 Net increase in cash 89 3,544 22 — 3,655 Cash, beginning of period — 1,615 63 — 1,678 Cash, end of period $ 89 $ 5,159 $ 85 $ — $ 5,333 |