CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Our 2021 Notes 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, 2014
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Assets:
Current assets	$	64,414	$	356,406	$	61,545		$	—		$	482,365
Property and equipment, net	—		1,136,242		110,302			—			1,246,544
Goodwill	—		597,458		4,381			—			601,839
Deferred financing costs, net	11,798		—		—			—			11,798
Intercompany notes and accounts receivable and investment in subsidiaries	3,227,598		1,420,405		38,537			(4,686,540		)	—
Other assets	—		51,635		12,465			—			64,100
TOTAL ASSETS	$	3,303,810	$	3,562,146	$	227,230		$	(4,686,540	)	$	2,406,646
Liabilities and equity:
Current liabilities	$	11,456	$	179,813	$	26,432		$	—		$	217,701
Long-term debt and capital leases, less current portion	758,565		—		—			—			758,565
Intercompany notes and accounts payable	1,162,648		2,690,370		123,954			(3,976,972		)	—
Deferred tax liabilities	248,414		4,570		(2,141		)	—			250,843
Other long-term liabilities	1,188		56,612		181			—			57,981
Equity	1,121,539		630,781		78,804			(709,568		)	1,121,556
TOTAL LIABILITIES AND EQUITY	$	3,303,810	$	3,562,146	$	227,230		$	(4,686,540	)	$	2,406,646

CONDENSED CONSOLIDATING BALANCE SHEETS

	December 31, 2013
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Assets:
Current assets	$	50,321	$	398,188	$	57,644		$	—		$	506,153
Property and equipment, net	—		1,244,216		121,430			—			1,365,646
Goodwill	—		597,457		27,418			—			624,875
Deferred financing costs, net	13,897		—		—			—			13,897
Intercompany notes and accounts receivable and investment in subsidiaries	3,421,607		1,364,174		12,939			(4,798,720		)	—
Other assets	—		34,278		42,621			—			76,899
TOTAL ASSETS	$	3,485,825	$	3,638,313	$	262,052		$	(4,798,720	)	$	2,587,470
Liabilities and equity:
Current liabilities	$	26,097	$	182,497	$	23,750		$	—		$	232,344
Long-term debt and capital leases, less current portion	763,981		—		—			—			763,981
Intercompany notes and accounts payable	1,162,648		2,667,943		97,050			(3,927,641		)	—
Deferred tax liabilities	280,828		4,643		(1,819		)	801			284,453
Other long-term liabilities	1,195		54,486		(82		)	—			55,599
Equity	1,251,076		728,744		143,153			(871,880		)	1,251,093
TOTAL LIABILITIES AND EQUITY	$	3,485,825	$	3,638,313	$	262,052		$	(4,798,720	)	$	2,587,470



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		)
Income attributable to noncontrolling interest	—			—			—			—			—
INCOME (LOSS) ATTRIBUTABLE TO KEY	$	18,942		$	(80,835	)	$	(285	)	$	(51	)	$	(62,229	)



CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	362,733		$	36,264		$	(9,324	)	$	389,673
Direct operating expense	—			248,712			26,121			(6,536		)	268,297
Depreciation and amortization expense	—			53,758			3,204			—			56,962
General and administrative expense	282			48,437			6,906			(2,960		)	52,665
Operating income (loss)	(282		)	11,826			33			172			11,749
Interest expense, net of amounts capitalized	13,992			(177		)	(1		)	—			13,814
Other (income) loss, net	(936		)	255			(351		)	947			(85		)
Income (loss) before income taxes	(13,338		)	11,748			385			(775		)	(1,980		)
Income tax (expense) benefit	(5,973		)	2,961			295			—			(2,717		)
Net income (loss)	(19,311		)	14,709			680			(775		)	(4,697		)
Income attributable to noncontrolling interest	—			—			151			—			151
INCOME (LOSS) ATTRIBUTABLE TO KEY	$	(19,311	)	$	14,709		$	529		$	(775	)	$	(4,848	)



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		)
Income attributable to noncontrolling interest	—			—			—			—			—
INCOME (LOSS) ATTRIBUTABLE TO KEY	$	3,782		$	(99,829	)	$	(30,232	)	$	(45	)	$	(126,324	)



CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS
	Nine Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
Revenues	$	—		$	1,157,964		$	124,561	$	(53,013	)	$	1,229,512
Direct operating expense	—			807,942			89,241		(42,602		)	854,581
Depreciation and amortization expense	—			161,348			8,015		—			169,363
General and administrative expense	798			158,801			25,207		(11,160		)	173,646
Operating income (loss)	(798		)	29,873			2,098		749			31,922
Interest expense, net of amounts capitalized	42,007			(468		)	63		—			41,602
Other (income) loss, net	(2,745		)	(991		)	387		2,471			(878		)
Income (loss) before income taxes	(40,060		)	31,332			1,648		(1,722		)	(8,802		)
Income tax (expense) benefit	(8,356		)	8,232			271		—			147
Net income (loss)	(48,416		)	39,564			1,919		(1,722		)	(8,655		)
Income attributable to noncontrolling interest	—			—			595		—			595
INCOME (LOSS) ATTRIBUTABLE TO KEY	$	(48,416	)	$	39,564		$	1,324	$	(1,722	)	$	(9,250	)



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



CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS
	Nine Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net cash provided by operating activities	$	—		$	153,757		$	3,261		$	—		$	157,018
Cash flows from investing activities:
Capital expenditures	—			(106,800		)	(4,221		)	—			(111,021		)
Acquisition of the 50% noncontrolling interest in Geostream	—			(14,600		)	—			—			(14,600		)
Intercompany notes and accounts	—			(40,620		)	—			40,620			—
Other investing activities, net	—			7,530			—			—			7,530
Net cash used in investing activities	—			(154,490		)	(4,221		)	40,620			(118,091		)
Cash flows from financing activities:
Repayment of capital lease obligations	—			(392		)	—			—			(392		)
Proceeds from borrowings on revolving credit facility	195,000			—			—			—			195,000
Repayments on revolving credit facility	(210,000		)	—			—			—			(210,000		)
Payment of deferred financing costs	(69		)	—			—			—			(69		)
Repurchases of common stock	(3,169		)	—			—			—			(3,169		)
Intercompany notes and accounts	40,620			—			—			(40,620		)	—
Other financing activities, net	(1,846		)	—			—			—			(1,846		)
Net cash provided by (used in) financing activities	20,536			(392		)	—			(40,620		)	(20,476		)
Effect of changes in exchange rates on cash	—			—			212			—			212
Net increase (decrease) in cash and cash equivalents	20,536			(1,125		)	(748		)	—			18,663
Cash and cash equivalents at beginning of period	39,617			1,601			4,731			—			45,949
Cash and cash equivalents at end of period	$	60,153		$	476		$	3,983		$	—		$	64,612