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 September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets: Current assets $ 194,876 $ 218,717 $ 27,070 $ — $ 440,663 Property and equipment, net — 979,808 26,018 — 1,005,826 Goodwill — — — — — Intercompany notes and accounts receivable and investment in subsidiaries 2,277,824 1,248,558 59,222 (3,585,604 ) — Other assets — 41,831 5,704 — 47,535 TOTAL ASSETS $ 2,472,700 $ 2,488,914 $ 118,014 $ (3,585,604 ) $ 1,494,024 Liabilities and equity: Current liabilities $ 4,791 $ 114,406 $ 19,109 $ — $ 138,306 Long-term debt 961,566 — — — 961,566 Intercompany notes and accounts payable 1,162,648 2,724,959 130,048 (4,017,655 ) — Deferred tax liabilities 44,149 344 (4,449 ) — 40,044 Other long-term liabilities 6,882 54,578 (33 ) — 61,427 Equity 292,664 (405,373 ) (26,661 ) 432,051 292,681 TOTAL LIABILITIES AND EQUITY $ 2,472,700 $ 2,488,914 $ 118,014 $ (3,585,604 ) $ 1,494,024 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 September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 170,913 $ 8,876 $ (2,932 ) $ 176,857 Direct operating expense — 166,503 9,487 (1,485 ) 174,505 Depreciation and amortization expense — 43,001 2,269 — 45,270 General and administrative expense 200 42,664 3,891 (1,441 ) 45,314 Impairment expense — 610,384 39,560 — 649,944 Operating loss (200 ) (691,639 ) (46,331 ) (6 ) (738,176 ) Interest expense, net of amounts capitalized 21,689 — 15 — 21,704 Other (income) loss, net (756 ) 5,164 1,462 45 5,915 Loss before income taxes (21,133 ) (696,803 ) (47,808 ) (51 ) (765,795 ) Income tax (expense) benefit 146,571 (21,259 ) 322 — 125,634 Net income (loss) $ 125,438 $ (718,062 ) $ (47,486 ) $ (51 ) $ (640,161 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended September 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 340,496 $ 30,163 $ (4,861 ) $ 365,798 Direct operating expense — 252,747 21,115 (1,750 ) 272,112 Depreciation and amortization expense — 47,451 3,473 — 50,924 General and administrative expense 231 62,660 5,391 (3,058 ) 65,224 Impairment expense — 60,792 — — 60,792 Operating income (loss) (231 ) (83,154 ) 184 (53 ) (83,254 ) Interest expense, net of amounts capitalized 13,415 — 2 — 13,417 Other (income) loss, net (430 ) (18 ) 798 (2 ) 348 Loss before income taxes (13,216 ) (83,136 ) (616 ) (51 ) (97,019 ) Income tax benefit 32,158 2,301 331 — 34,790 Net income (loss) $ 18,942 $ (80,835 ) $ (285 ) $ (51 ) $ (62,229 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 605,381 $ 46,945 $ (10,174 ) $ 642,152 Direct operating expense — 504,843 38,107 (5,074 ) 537,876 Depreciation and amortization expense — 130,525 7,852 — 138,377 General and administrative expense 607 156,458 11,684 (5,081 ) 163,668 Impairment expense — 632,084 60,912 — 692,996 Operating loss (607 ) (818,529 ) (71,610 ) (19 ) (890,765 ) Interest expense, net of amounts capitalized 52,089 — 15 — 52,104 Other (income) loss, net (1,656 ) 9,650 2,045 60 10,099 Loss before income taxes (51,040 ) (828,179 ) (73,670 ) (79 ) (952,968 ) Income tax (expense) benefit 208,189 (21,256 ) 819 — 187,752 Net income (loss) $ 157,149 $ (849,435 ) $ (72,851 ) $ (79 ) $ (765,216 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 997,806 $ 93,716 $ (18,988 ) $ 1,072,534 Direct operating expense — 734,672 66,798 (8,173 ) 793,297 Depreciation and amortization expense — 143,916 10,287 — 154,203 General and administrative expense 709 167,714 18,347 (10,799 ) 175,971 Impairment expense — 60,792 28,687 — 89,479 Operating loss (709 ) (109,288 ) (30,403 ) (16 ) (140,416 ) Interest expense, net of amounts capitalized 40,369 (1 ) 29 — 40,397 Other (income) loss, net (1,719 ) (1,314 ) 550 29 (2,454 ) Loss before income taxes (39,359 ) (107,973 ) (30,982 ) (45 ) (178,359 ) Income tax benefit 43,141 8,144 750 — 52,035 Net income (loss) $ 3,782 $ (99,829 ) $ (30,232 ) $ (45 ) $ (126,324 ) CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ — $ (25,358 ) $ 4,520 $ — $ (20,838 ) Cash flows from investing activities: Capital expenditures — (37,667 ) (1,240 ) — (38,907 ) Intercompany notes and accounts — 57,401 — (57,401 ) — Other investing activities, net — 12,095 — — 12,095 Net cash provided by (used in) investing activities — 31,829 (1,240 ) (57,401 ) (26,812 ) Cash flows from financing activities: Repayments of long-term debt (788 ) — — — (788 ) 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 (313 ) — — — (313 ) Intercompany notes and accounts (57,401 ) — — 57,401 — Other financing activities, net (3,301 ) — — — (3,301 ) Net cash provided by financing activities 162,675 — — 57,401 220,076 Effect of changes in exchange rates on cash — — (613 ) — (613 ) Net increase in cash and cash equivalents 162,675 6,471 2,667 — 171,813 Cash and cash equivalents at beginning of period 19,949 450 6,905 — 27,304 Cash and cash equivalents at end of period $ 182,624 $ 6,921 $ 9,572 $ — $ 199,117 CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net cash provided by operating activities $ — $ 122,697 $ 3,387 $ — $ 126,084 Cash flows from investing activities: Capital expenditures — (104,336 ) (3,784 ) — (108,120 ) Intercompany notes and accounts — (33,381 ) — 33,381 — Other investing activities, net 16,278 — — 16,278 Net cash used in investing activities — (121,439 ) (3,784 ) 33,381 (91,842 ) Cash flows from financing activities: Repayments of long-term debt (3,573 ) — — — (3,573 ) Proceeds from borrowings on revolving credit facility 220,000 — — — 220,000 Repayments on revolving credit facility (225,000 ) — — — (225,000 ) Repurchases of common stock (2,239 ) — — — (2,239 ) Intercompany notes and accounts 33,381 — — (33,381 ) — Other financing activities, net (1,240 ) — — — (1,240 ) Net cash provided by (used in) financing activities 21,329 — — (33,381 ) (12,052 ) Effect of changes in exchange rates on cash — — 6,896 — 6,896 Net increase in cash and cash equivalents 21,329 1,258 6,499 — 29,086 Cash and cash equivalents at beginning of period 23,115 788 4,403 — 28,306 Cash and cash equivalents at end of period $ 44,444 $ 2,046 $ 10,902 $ — $ 57,392 |