CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Our 2021 Notes, ABL Facility and Term Loan Facility are guaranteed by virtually all our domestic subsidiaries, all of which are wholly owned. The guarantees are joint and several, full, complete and unconditional. There are no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information pursuant to SEC Regulation S-X Rule 3-10, “ Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” CONDENSED CONSOLIDATING UNAUDITED BALANCE SHEETS June 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets: Current assets $ 213,786 $ 262,473 $ 45,119 $ — $ 521,378 Property and equipment, net — 1,059,966 77,568 — 1,137,534 Goodwill — 556,658 4,381 — 561,039 Intercompany notes and accounts receivable and investment in subsidiaries 3,047,124 1,228,949 49,976 (4,326,049 ) — Other assets — 51,928 17,899 — 69,827 TOTAL ASSETS $ 3,260,910 $ 3,159,974 $ 194,943 $ (4,326,049 ) $ 2,289,778 Liabilities and equity: Current liabilities $ 21,018 $ 115,315 $ 21,606 $ — $ 157,939 Long-term debt 961,080 — — — 961,080 Intercompany notes and accounts payable 1,162,648 2,710,438 131,150 (4,004,236 ) — Deferred tax liabilities 178,008 398 (143 ) — 178,263 Other long-term liabilities 1,276 54,186 136 — 55,598 Equity 936,880 279,637 42,194 (321,813 ) 936,898 TOTAL LIABILITIES AND EQUITY $ 3,260,910 $ 3,159,974 $ 194,943 $ (4,326,049 ) $ 2,289,778 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets: Current assets $ 39,020 $ 341,188 $ 53,587 $ — $ 433,795 Property and equipment, net — 1,128,776 106,482 — 1,235,258 Goodwill — 578,358 4,381 — 582,739 Intercompany notes and accounts receivable and investment in subsidiaries 3,170,874 1,426,160 42,352 (4,639,386 ) — Other assets — 56,664 14,307 — 70,971 TOTAL ASSETS $ 3,209,894 $ 3,531,146 $ 221,109 $ (4,639,386 ) $ 2,322,763 Liabilities and equity: Current liabilities $ 22,046 $ 192,079 $ 27,733 $ — $ 241,858 Long-term debt 737,691 — — — 737,691 Intercompany notes and accounts payable 1,162,648 2,696,051 123,810 (3,982,509 ) — Deferred tax liabilities 228,199 398 (134 ) (69 ) 228,394 Other long-term liabilities 1,264 55,182 311 — 56,757 Equity 1,058,046 587,436 69,389 (656,808 ) 1,058,063 TOTAL LIABILITIES AND EQUITY $ 3,209,894 $ 3,531,146 $ 221,109 $ (4,639,386 ) $ 2,322,763 CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 185,061 $ 15,118 $ (2,683 ) $ 197,496 Direct operating expense — 148,714 11,325 (1,198 ) 158,841 Depreciation and amortization expense — 43,085 2,811 — 45,896 General and administrative expense 186 48,159 3,842 (1,477 ) 50,710 Impairment expense — — 21,352 — 21,352 Operating loss (186 ) (54,897 ) (24,212 ) (8 ) (79,303 ) Interest expense, net of amounts capitalized 17,058 — — — 17,058 Other (income) loss, net (582 ) 445 (126 ) 15 (248 ) Loss before income taxes (16,662 ) (55,342 ) (24,086 ) (23 ) (96,113 ) Income tax (expense) benefit 30,756 (74 ) 52 — 30,734 Net income (loss) $ 14,094 $ (55,416 ) $ (24,034 ) $ (23 ) $ (65,379 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 326,835 $ 30,272 $ (6,512 ) $ 350,595 Direct operating expense — 245,267 20,632 (3,016 ) 262,883 Depreciation and amortization expense — 48,702 3,482 — 52,184 General and administrative expense 242 55,459 5,623 (3,443 ) 57,881 Impairment expense — — 28,687 — 28,687 Operating loss (242 ) (22,593 ) (28,152 ) (53 ) (51,040 ) Interest expense, net of amounts capitalized 13,402 (1 ) 25 — 13,426 Other income, net (618 ) (572 ) (1,564 ) 21 (2,733 ) Loss before income taxes (13,026 ) (22,020 ) (26,613 ) (74 ) (61,733 ) Income tax (expense) benefit 7,977 2,094 (534 ) — 9,537 Net loss $ (5,049 ) $ (19,926 ) $ (27,147 ) $ (74 ) $ (52,196 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 434,468 $ 38,069 $ (7,242 ) $ 465,295 Direct operating expense — 338,340 28,620 (3,589 ) 363,371 Depreciation and amortization expense — 87,524 5,583 — 93,107 General and administrative expense 407 113,794 7,793 (3,640 ) 118,354 Impairment expense — 21,700 21,352 — 43,052 Operating loss (407 ) (126,890 ) (25,279 ) (13 ) (152,589 ) Interest expense, net of amounts capitalized 30,400 — — — 30,400 Other (income) loss, net (900 ) 4,486 583 15 4,184 Loss before income taxes (29,907 ) (131,376 ) (25,862 ) (28 ) (187,173 ) Income tax benefit 61,618 3 497 — 62,118 Net income (loss) $ 31,711 $ (131,373 ) $ (25,365 ) $ (28 ) $ (125,055 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 657,310 $ 63,553 $ (14,127 ) $ 706,736 Direct operating expense — 481,925 45,684 (6,424 ) 521,185 Depreciation and amortization expense — 96,465 6,814 — 103,279 General and administrative expense 478 105,007 12,957 (7,695 ) 110,747 Impairment expense — — 28,687 — 28,687 Operating loss (478 ) (26,087 ) (30,589 ) (8 ) (57,162 ) Interest expense, net of amounts capitalized 26,954 (1 ) 27 — 26,980 Other income, net (1,289 ) (1,296 ) (248 ) 31 (2,802 ) Loss before income taxes (26,143 ) (24,790 ) (30,368 ) (39 ) (81,340 ) Income tax benefit 10,983 5,843 419 — 17,245 Net loss $ (15,160 ) $ (18,947 ) $ (29,949 ) $ (39 ) $ (64,095 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ — $ (6,317 ) $ 5,119 $ — $ (1,198 ) Cash flows from investing activities: Capital expenditures — (31,435 ) (1,240 ) — (32,675 ) Intercompany notes and accounts — 41,993 — (41,993 ) — Other investing activities, net — 10,545 — — 10,545 Net cash provided by (used in) investing activities — 21,103 (1,240 ) (41,993 ) (22,130 ) Cash flows from financing activities: Proceeds from long-term debt 305,550 — — — 305,550 Proceeds from borrowings on revolving credit facility 130,000 — — — 130,000 Repayments on revolving credit facility (200,000 ) — — — (200,000 ) Payment of deferred financing costs (11,072 ) — — — (11,072 ) Repurchases of common stock (312 ) — — — (312 ) Intercompany notes and accounts (41,993 ) — — 41,993 — Other financing activities, net (2,950 ) — — — (2,950 ) Net cash provided by financing activities 179,223 — — 41,993 221,216 Effect of changes in exchange rates on cash — — 289 — 289 Net increase in cash and cash equivalents 179,223 14,786 4,168 — 198,177 Cash and cash equivalents at beginning of period 19,949 450 6,905 — 27,304 Cash and cash equivalents at end of period $ 199,172 $ 15,236 $ 11,073 $ — $ 225,481 CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net cash provided by operating activities $ — $ 100,170 $ 7,098 $ — $ 107,268 Cash flows from investing activities: Capital expenditures — (66,280 ) (3,149 ) — (69,429 ) Intercompany notes and accounts — (41,350 ) — 41,350 — Other investing activities, net — 9,389 — — 9,389 Net cash used in investing activities — (98,241 ) (3,149 ) 41,350 (60,040 ) Cash flows from financing activities: Repayments of long-term debt (3,573 ) — — — (3,573 ) Proceeds from borrowings on revolving credit facility 115,000 — — — 115,000 Repayments on revolving credit facility (160,000 ) — — — (160,000 ) Repurchases of common stock (2,211 ) — — — (2,211 ) Intercompany notes and accounts 41,350 — — (41,350 ) — Other financing activities, net (1,221 ) — — — (1,221 ) Net cash used in financing activities (10,655 ) — — (41,350 ) (52,005 ) Effect of changes in exchange rates on cash — — (81 ) — (81 ) Net increase (decrease) in cash and cash equivalents (10,655 ) 1,929 3,868 — (4,858 ) Cash and cash equivalents at beginning of period 23,115 788 4,403 — 28,306 Cash and cash equivalents at end of period $ 12,460 $ 2,717 $ 8,271 $ — $ 23,448 |