Condensed Consolidating Financial Information | Condensed Consolidating Financial Information In October 2011, we issued and sold the 2019 Senior 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 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 material subsidiaries, other than SSF, which is a co-issuer of the 2019 Notes. 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 its combined guarantor subsidiaries as of December 31, 2015 and 2014 and for the years ended December 31, 2015 , 2014 and 2013 . 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 AS OF DECEMBER 31, 2015 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Assets: Current Assets: Cash $ 46 $ 130,602 $ — $ — $ 130,648 Accounts receivable — 138 164,583 — 164,721 Inventory — — 18,553 — 18,553 Deferred income tax asset — 376 1,123 — 1,499 Prepaid expenses and other 20 37,523 9,324 (29,726 ) 17,141 Total Current Assets 66 168,639 193,583 (29,726 ) 332,562 Property and Equipment: Property and equipment, at cost — 31,265 2,615,181 — 2,646,446 Less: accumulated depreciation — (4,958 ) (1,111,068 ) — (1,116,026 ) Total Property and Equipment, Net — 26,307 1,504,113 — 1,530,420 Other Assets: Deferred financing costs, net — 1,238 — — 1,238 Other long-term assets 2,575 114,087 10,901 (89,165 ) 38,398 Investments in subsidiaries and intercompany advances 575,089 1,415,997 — (1,991,086 ) — Total Other Assets 577,664 1,531,322 10,901 (2,080,251 ) 39,636 Total Assets $ 577,730 $ 1,726,268 $ 1,708,597 $ (2,109,977 ) $ 1,902,618 Liabilities and Equity: Current Liabilities: Accounts payable $ 58 $ 517 $ 53,192 $ — $ 53,767 Current portion of long-term debt — 5,000 — — 5,000 Other current liabilities 14,131 25,276 88,637 (29,726 ) 98,318 Total Current Liabilities 14,189 30,793 141,829 (29,726 ) 157,085 Long-Term Liabilities: Deferred income tax liabilities — — 149,788 (89,165 ) 60,623 Long-term debt, less current maturities 444,701 1,119,891 — — 1,564,592 Other long-term liabilities — 495 983 — 1,478 Total Long-Term Liabilities 444,701 1,120,386 150,771 (89,165 ) 1,626,693 Total Equity 118,840 575,089 1,415,997 (1,991,086 ) 118,840 Total Liabilities and Equity $ 577,730 $ 1,726,268 $ 1,708,597 $ (2,109,977 ) $ 1,902,618 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Assets: Current Assets: Cash $ 77 $ 733 $ 81 $ — $ 891 Accounts receivable — 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 — 1,592 — — 1,592 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 803,383 1,894,022 46,401 (2,694,620 ) 49,186 Total Assets $ 803,460 $ 1,923,913 $ 2,258,197 $ (2,695,277 ) $ 2,290,293 Liabilities and 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 493,260 1,078,981 — — 1,572,241 Other long-term liabilities — 1,194 1,153 — 2,347 Total Long-Term Liabilities 494,405 1,080,175 197,038 (37,757 ) 1,733,861 Total Equity 291,023 803,383 1,853,480 (2,656,863 ) 291,023 Total Liabilities and Equity $ 803,460 $ 1,923,913 $ 2,258,197 $ (2,695,277 ) $ 2,290,293 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Revenues: Revenues $ — $ 3 $ 1,135,347 $ (4,106 ) $ 1,131,244 Operating Expenses: Operating costs — — 855,870 — 855,870 Depreciation and amortization — 4,152 291,269 — 295,421 General and administrative 50 37,705 78,492 (4,106 ) 112,141 Loss on sale of a business — 35,027 — — 35,027 (Gains) losses on sales of property and equipment, net — (229 ) 14,885 — 14,656 Impairment of goodwill — — 27,434 — 27,434 Impairments and other — — 18,632 — 18,632 Total Operating Expenses 50 76,655 1,286,582 (4,106 ) 1,359,181 Operating Loss (50 ) (76,652 ) (151,235 ) — (227,937 ) Other (Expense) Income: Interest expense (31,626 ) (67,641 ) — — (99,267 ) Gains on early extinguishment of debt 18,061 — — — 18,061 Loss and impairment from equity investee — — (7,928 ) — (7,928 ) Other income — 771 2,281 — 3,052 Equity in net earnings of subsidiary (212,094 ) (115,690 ) — 327,784 — Total Other Expense (225,659 ) (182,560 ) (5,647 ) 327,784 (86,082 ) Loss Before Income Taxes (225,709 ) (259,212 ) (156,882 ) 327,784 (314,019 ) Income Tax Benefit (4,318 ) (47,118 ) (41,192 ) — (92,628 ) Net Loss $ (221,391 ) $ (212,094 ) $ (115,690 ) $ 327,784 $ (221,391 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2014 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Revenues: Revenues $ — $ 3,531 $ 2,080,812 $ (3,451 ) $ 2,080,892 Operating Expenses: Operating costs — 4,652 1,580,974 (5,273 ) 1,580,353 Depreciation and amortization — 218 292,694 — 292,912 General and administrative 166 78,175 29,798 — 108,139 Losses (gains) on sales of property and equipment, net — 6 (6,278 ) — (6,272 ) Impairments and other — — 30,764 — 30,764 Total Operating Expenses 166 83,051 1,927,952 (5,273 ) 2,005,896 Operating (Loss) Income (166 ) (79,520 ) 152,860 1,822 74,996 Other (Expense) Income: Interest expense (17,168 ) (62,566 ) — — (79,734 ) Loss and impairment from equity investee — — (6,094 ) — (6,094 ) Other (expense) income — (216 ) 880 — 664 Equity in net earnings of subsidiary 2,656 90,446 — (93,102 ) — Total Other (Expense) Income (14,512 ) 27,664 (5,214 ) (93,102 ) (85,164 ) (Loss) Income Before Income Taxes (14,678 ) (51,856 ) 147,646 (91,280 ) (10,168 ) Income Tax (Benefit) Expense (6,699 ) (53,382 ) 57,200 692 (2,189 ) Net (Loss) Income $ (7,979 ) $ 1,526 $ 90,446 $ (91,972 ) $ (7,979 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2013 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Revenues: Revenues $ — $ 8,011 $ 2,187,966 $ (7,772 ) $ 2,188,205 Operating Expenses: Operating costs — 9,513 1,717,235 (9,039 ) 1,717,709 Depreciation and amortization — 27 289,564 — 289,591 General and administrative — 20,506 59,848 — 80,354 Gains on sales of property and equipment, net — — (2,629 ) — (2,629 ) Impairments and other — — 74,762 — 74,762 Total Operating Expenses — 30,046 2,138,780 (9,039 ) 2,159,787 Operating (Loss) Income — (22,035 ) 49,186 1,267 28,418 Other (Expense) Income: Interest expense — (56,786 ) — — (56,786 ) Loss from equity investees — — (958 ) — (958 ) Other income — — 1,758 — 1,758 Equity in net earnings of subsidiary (18,948 ) 29,334 — (10,386 ) — Total Other (Expense) Income (18,948 ) (27,452 ) 800 (10,386 ) (55,986 ) (Loss) Income Before Income Taxes (18,948 ) (49,487 ) 49,986 (9,119 ) (27,568 ) Income Tax Expense (Benefit) 787 (29,752 ) 21,439 (307 ) (7,833 ) Net (Loss) Income $ (19,735 ) $ (19,735 ) $ 28,547 $ (8,812 ) $ (19,735 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: $ (34,133 ) $ 155,945 $ 506,502 $ (344,208 ) $ 284,106 Cash Flows From Investing Activities: Additions to property and equipment — (11,668 ) (194,038 ) — (205,706 ) Proceeds from sale of assets — (624 ) 28,319 — 27,695 Proceeds from sale of a business — 15,000 — — 15,000 Additions to investments — — (113 ) — (113 ) Distributions from affiliates 65,407 — — (65,407 ) — Other — — 3,457 — 3,457 Net cash provided by (used in) investing activities 65,407 2,708 (162,375 ) (65,407 ) (159,667 ) 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 loans — (4,750 ) — — (4,750 ) Deferred financing costs — (784 ) — — (784 ) Contributions to (distributions from) affiliates — (65,407 ) (344,208 ) 409,615 — Other — (1,824 ) — — (1,824 ) Net cash used in financing activities (31,305 ) (28,784 ) (344,208 ) 409,615 5,318 Net (decrease) increase in cash (31 ) 129,869 (81 ) — 129,757 Cash, beginning of period 77 733 81 — 891 Cash, end of period $ 46 $ 130,602 $ — $ — $ 130,648 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2014 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: $ 53,039 $ (59,411 ) $ 363,855 $ (92,187 ) $ 265,296 Cash Flows From Investing Activities: Additions to property and equipment — (17,888 ) (439,730 ) — (457,618 ) Proceeds from sale of assets — — 88,556 — 88,556 Additions to investments — — (675 ) — (675 ) Contributions to affiliates (119,711 ) (38,218 ) — 157,929 — Other — — 2,091 — 2,091 Cash used in investing activities (119,711 ) (56,106 ) (349,758 ) 157,929 (367,646 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 1,201,400 — — 1,201,400 Payments on revolving credit facility — (1,555,900 ) — — (1,555,900 ) Proceeds from issuance of senior notes, net of offering costs 493,825 — — — 493,825 Proceeds from issuance of term loan, net of issuance costs — 393,879 — — 393,879 Payments on term loan — (2,000 ) — — (2,000 ) Deferred financing costs (1,032 ) (2,565 ) — — (3,597 ) Distributions to CHK (422,839 ) — — — (422,839 ) Contributions from (distributions to) affiliates — 79,823 (14,081 ) (65,742 ) — Other (3,205 ) — — — (3,205 ) Net cash provided by (used in) financing activities 66,749 114,637 (14,081 ) (65,742 ) 101,563 Net increase (decrease) in cash 77 (880 ) 16 — (787 ) Cash, beginning of period — 1,613 65 — 1,678 Cash, end of period $ 77 $ 733 $ 81 $ — $ 891 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 31, 2013 (in thousands) Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities: $ — $ 13,766 $ 404,170 $ (80,865 ) $ 337,071 Cash Flows From Investing Activities: Additions to property and equipment — (3,103 ) (346,703 ) — (349,806 ) Proceeds from sale of assets — — 50,602 — 50,602 Proceeds from sale of investment — — 2,790 — 2,790 Additions to investments — — (431 ) — (431 ) Other — — 28 — 28 Cash used in investing activities — (3,103 ) (293,714 ) — (296,817 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 1,216,900 — — 1,216,900 Payments on revolving credit facility — (1,230,100 ) — — (1,230,100 ) Distributions to affiliates — — (110,755 ) 80,865 (29,890 ) Other — 3,287 — — 3,287 Net cash used in financing activities — (9,913 ) (110,755 ) 80,865 (39,803 ) Net increase (decrease) in cash — 750 (299 ) — 451 Cash, beginning of period — 863 364 — 1,227 Cash, end of period $ — $ 1,613 $ 65 $ — $ 1,678 |