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, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets: Current assets $ 106,199 $ 125,704 $ 56,899 $ — $ 288,802 Property and equipment, net — 794,677 23,049 — 817,726 Intercompany notes and accounts receivable and investment in subsidiaries 2,022,100 1,444,132 23,241 (3,489,473 ) — Other assets — 21,272 1,977 — 23,249 TOTAL ASSETS $ 2,128,299 $ 2,385,785 $ 105,166 $ (3,489,473 ) $ 1,129,777 Liabilities and equity: Current liabilities $ 35,100 $ 70,816 $ 35,235 $ — $ 141,151 Long-term debt 950,401 — — — 950,401 Intercompany notes and accounts payable 1,162,648 2,673,643 272,391 (4,108,682 ) — Deferred tax liabilities 6,275 — 7,884 — 14,159 Other long-term liabilities 6,279 50,154 20 — 56,453 Equity (32,404 ) (408,828 ) (210,364 ) 619,209 (32,387 ) TOTAL LIABILITIES AND EQUITY $ 2,128,299 $ 2,385,785 $ 105,166 $ (3,489,473 ) $ 1,129,777 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets: Current assets $ 202,688 $ 192,083 $ 25,655 $ — $ 420,426 Property and equipment, net — 869,150 10,882 — 880,032 Intercompany notes and accounts receivable and investment in subsidiaries 2,107,092 1,226,433 87,435 (3,420,960 ) — Other assets — 16,885 10,455 — 27,340 TOTAL ASSETS $ 2,309,780 $ 2,304,551 $ 134,427 $ (3,420,960 ) $ 1,327,798 Liabilities and equity: Current liabilities $ 35,233 $ 101,594 $ 17,656 $ — $ 154,483 Long-term debt 961,700 — — — 961,700 Intercompany notes and accounts payable 1,162,648 2,731,926 125,565 (4,020,139 ) — Deferred tax liabilities 3,658 15,159 (4,565 ) — 14,252 Other long-term liabilities 6,267 50,229 577 — 57,073 Equity 140,274 (594,357 ) (4,806 ) 599,179 140,290 TOTAL LIABILITIES AND EQUITY $ 2,309,780 $ 2,304,551 $ 134,427 $ (3,420,960 ) $ 1,327,798 CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 92,122 $ 3,000 $ (110 ) $ 95,012 Direct operating expense — 86,419 3,102 (102 ) 89,419 Depreciation and amortization expense — 34,676 1,180 — 35,856 General and administrative expense 205 38,091 2,607 — 40,903 Operating loss (205 ) (67,064 ) (3,889 ) (8 ) (71,166 ) Interest expense, net of amounts capitalized 21,357 — — — 21,357 Other (income) loss, net (645 ) 49 890 118 412 Loss before income taxes (20,917 ) (67,113 ) (4,779 ) (126 ) (92,935 ) Income tax (expense) benefit (6 ) — 139 — 133 Net loss $ (20,923 ) $ (67,113 ) $ (4,640 ) $ (126 ) $ (92,802 ) 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 Six Months Ended June 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues $ — $ 199,594 $ 6,756 $ (250 ) $ 206,100 Direct operating expense — 173,226 7,025 (234 ) 180,017 Depreciation and amortization expense — 69,210 2,398 — 71,608 General and administrative expense 398 81,689 5,061 — 87,148 Operating loss (398 ) (124,531 ) (7,728 ) (16 ) (132,673 ) Interest expense, net of amounts capitalized 42,941 — — — 42,941 Other (income) loss, net (1,290 ) (94 ) 332 233 (819 ) Loss before income taxes (42,049 ) (124,437 ) (8,060 ) (249 ) (174,795 ) Income tax (expense) benefit (12 ) — 391 — 379 Net loss $ (42,061 ) $ (124,437 ) $ (7,669 ) $ (249 ) $ (174,416 ) 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 CASH FLOWS Six Months Ended June 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net cash provided by (used in) operating activities $ — $ (71,274 ) $ 3,884 $ — $ (67,390 ) Cash flows from investing activities: Capital expenditures — (4,720 ) (347 ) — (5,067 ) Intercompany notes and accounts — 59,815 — (59,815 ) — Other investing activities, net — 8,506 — — 8,506 Net cash provided by (used in) investing activities — 63,601 (347 ) (59,815 ) 3,439 Cash flows from financing activities: Repayments of long-term debt (13,901 ) — — — (13,901 ) Restricted cash (18,605 ) — — — (18,605 ) Repurchases of common stock (164 ) — — — (164 ) Intercompany notes and accounts (59,815 ) — — 59,815 — Other financing activities, net (2,618 ) — — — (2,618 ) Net cash used in financing activities (95,103 ) — — 59,815 (35,288 ) Effect of changes in exchange rates on cash — — (1,593 ) — (1,593 ) Net increase (decrease) in cash and cash equivalents (95,103 ) (7,673 ) 1,944 — (100,832 ) Cash and cash equivalents at beginning of period 191,065 10,024 3,265 — 204,354 Cash and cash equivalents at end of period $ 95,962 $ 2,351 $ 5,209 $ — $ 103,522 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 |