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