Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements | Parent, Guarantor, Non-Guarantor Unaudited Consolidating Condensed Financial Statements Set forth on the following pages are the consolidating condensed financial statements of Parker Drilling. The 2015 Secured Credit Agreement and Senior Notes are fully and unconditionally guaranteed by substantially all of our direct and indirect domestic subsidiaries, other than immaterial subsidiaries and subsidiaries generating revenues primarily outside the United States, subject to the following customary release provisions: • in connection with any sale or other disposition of all or substantially all of the assets of that guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company; • in connection with any sale of such amount of capital stock as would result in such guarantor no longer being a subsidiary to a person that is not (either before or after giving effect to such transaction) a subsidiary of the Company; • if the Company designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary; • if the guarantee by a guarantor of all other indebtedness of the Company or any other guarantor is released, terminated or discharged, except by, or as a result of, payment under such guarantee; or • upon legal defeasance or covenant defeasance (satisfaction and discharge of the indenture). There are currently no restrictions on the ability of the restricted subsidiaries to transfer funds to Parker Drilling in the form of cash dividends, loans or advances. Parker Drilling is a holding company with no operations, other than through its subsidiaries. Separate financial statements for each guarantor company are not provided as the Company complies with Rule 3-10(f) of Regulation S-X. All guarantor subsidiaries are owned 100 percent by the parent company. We are providing unaudited consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 , respectively. The consolidating condensed financial statements present investments in both consolidated and unconsolidated subsidiaries using the equity method of accounting. Upon the closing of our 2015 Secured Credit Agreement, one of our subsidiaries was released as a guarantor subsidiary and is now classified as a non-guarantor subsidiary. In accordance with the guidance Topic No. 810, Consolidation (ASC 810), we have retrospectively updated the unaudited consolidating condensed financial information as of December 31, 2015 and June 30, 2015 . PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 55,280 $ 12,192 $ 41,562 $ — $ 109,034 Accounts and notes receivable, net — 34,853 118,336 — 153,189 Rig materials and supplies — (6,009 ) 38,624 — 32,615 Other current assets — 8,601 18,204 — 26,805 Total current assets 55,280 49,637 216,726 — 321,643 Property, plant and equipment, net (19 ) 502,191 244,845 — 747,017 Goodwill — 6,708 — — 6,708 Intangible assets, net — 10,587 805 — 11,392 Investment in subsidiaries and intercompany advances 3,032,953 2,889,755 3,498,240 (9,420,948 ) — Other noncurrent assets (151,632 ) 207,566 550,882 (480,805 ) 126,011 Total assets $ 2,936,582 $ 3,666,444 $ 4,511,498 $ (9,901,753 ) $ 1,212,771 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 114,217 $ 44,382 $ 567,968 $ (617,476 ) $ 109,091 Accrued income taxes 30,910 (15,019 ) (10,114 ) — 5,777 Total current liabilities 145,127 29,363 557,854 (617,476 ) 114,868 Long-term debt, net 575,548 — — — 575,548 Other long-term liabilities 2,867 7,708 4,474 — 15,049 Long-term deferred tax liability (29 ) 77,394 (890 ) — 76,475 Intercompany payables 1,779,740 1,417,482 2,018,050 (5,215,272 ) — Total liabilities 2,503,253 1,531,947 2,579,488 (5,832,748 ) 781,940 Total equity 433,329 2,134,497 1,932,010 (4,069,005 ) 430,831 Total liabilities and stockholders’ equity $ 2,936,582 $ 3,666,444 $ 4,511,498 $ (9,901,753 ) $ 1,212,771 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 73,985 $ 13,854 $ 46,455 $ — $ 134,294 Accounts and notes receivable, net — 42,261 132,844 — 175,105 Rig materials and supplies — (4,744 ) 39,681 — 34,937 Other current assets — 5,982 16,423 — 22,405 Total current assets 73,985 57,353 235,403 — 366,741 Property, plant and equipment, net (19 ) 543,346 262,514 — 805,841 Goodwill — 6,708 — — 6,708 Intangible assets, net — 11,740 1,637 — 13,377 Investment in subsidiaries and intercompany advances 3,057,220 2,770,501 3,319,702 (9,147,423 ) — Other noncurrent assets (234,786 ) 312,790 265,995 (169,964 ) 174,035 Total assets $ 2,896,400 $ 3,702,438 $ 4,085,251 $ (9,317,387 ) $ 1,366,702 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 84,456 $ 56,382 $ 295,439 $ (306,574 ) $ 129,703 Accrued income taxes 9,900 2,111 (5,593 ) — 6,418 Total current liabilities 94,356 58,493 289,846 (306,574 ) 136,121 Long-term debt, net 574,798 — — — 574,798 Other long-term liabilities 2,868 7,446 8,303 — 18,617 Long-term deferred tax liability (29 ) 69,679 (996 ) — 68,654 Intercompany payables 1,656,968 1,401,510 1,864,671 (4,923,149 ) — Total liabilities 2,328,961 1,537,128 2,161,824 (5,229,723 ) 798,190 Total equity 567,439 2,165,310 1,923,427 (4,087,664 ) 568,512 Total liabilities and stockholders’ equity $ 2,896,400 $ 3,702,438 $ 4,085,251 $ (9,317,387 ) $ 1,366,702 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Three Months Ended June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 34,586 $ 88,895 $ (18,194 ) $ 105,287 Operating expenses — 25,577 81,812 (18,194 ) 89,195 Depreciation and amortization — 23,314 13,003 — 36,317 Total operating gross margin — (14,305 ) (5,920 ) — (20,225 ) General and administration expense (1) (113 ) (7,828 ) (54 ) — (7,995 ) Gain (Loss) on disposition of assets, net — 209 (211 ) — (2 ) Total operating income (loss) (113 ) (21,924 ) (6,185 ) — (28,222 ) Other income and (expense): Interest expense (12,896 ) (44 ) (2,290 ) 3,043 (12,187 ) Interest income 191 180 2,704 (3,043 ) 32 Other — (11 ) (347 ) — (358 ) Equity in net earnings of subsidiaries (24,568 ) — — 24,568 — Total other income (expense) (37,273 ) 125 67 24,568 (12,513 ) Income (loss) before income taxes (37,386 ) (21,799 ) (6,118 ) 24,568 (40,735 ) Total income tax expense (benefit) 2,438 (5,297 ) 1,946 — (913 ) Net income (loss) attributable to controlling interest $ (39,824 ) $ (16,502 ) $ (8,064 ) $ 24,568 $ (39,822 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Three Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 63,276 $ 162,703 $ (40,038 ) $ 185,941 Operating expenses — 35,627 147,980 (40,038 ) 143,569 Depreciation and amortization — 23,958 14,393 — 38,351 Total operating gross margin — 3,691 330 — 4,021 General and administration expense (1) (891 ) (12,924 ) 4,304 — (9,511 ) Provision for reduction in carrying value of certain assets — — (2,316 ) — (2,316 ) Gain on disposition of assets, net — (6 ) (132 ) — (138 ) Total operating income (loss) (891 ) (9,239 ) 2,186 — (7,944 ) Other income and (expense): Interest expense (11,066 ) (323 ) (3,010 ) 3,003 (11,396 ) Interest income 165 3 2,854 (3,003 ) 19 Other — 11 (1,540 ) — (1,529 ) Equity in net earnings of subsidiaries (8,392 ) — — 8,392 — Total other income (expense) (19,293 ) (309 ) (1,696 ) 8,392 (12,906 ) Income (loss) before income taxes (20,184 ) (9,548 ) 490 8,392 (20,850 ) Income tax expense (benefit) (6,155 ) (2,361 ) 1,600 — (6,916 ) Net income (loss) (14,029 ) (7,187 ) (1,110 ) 8,392 (13,934 ) Less: Net income attributable to noncontrolling interest — — 95 — 95 Net income (loss) attributable to controlling interest $ (14,029 ) $ (7,187 ) $ (1,205 ) $ 8,392 $ (14,029 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 81,968 $ 195,372 $ (41,550 ) $ 235,790 Operating expenses — 58,413 180,449 (41,550 ) 197,312 Depreciation and amortization — 46,439 25,692 — 72,131 Total operating gross margin — (22,884 ) (10,769 ) — (33,653 ) General and administration expense (1) (200 ) (17,440 ) (136 ) — (17,776 ) Gain (Loss) on disposition of assets, net — 153 (215 ) — (62 ) Total operating income (loss) (200 ) (40,171 ) (11,120 ) — (51,491 ) Other income and (expense): Interest expense (24,752 ) (481 ) (5,150 ) 6,634 (23,749 ) Interest income 395 359 5,919 (6,634 ) 39 Other — 473 1,654 — 2,127 Equity in net earnings of subsidiaries (40,793 ) — — 40,793 — Total other income (expense) (65,150 ) 351 2,423 40,793 (21,583 ) Income (loss) before income taxes (65,350 ) (39,820 ) (8,697 ) 40,793 (73,074 ) Total income tax expense (benefit) 70,307 (9,004 ) 1,280 — 62,583 Net income (loss) attributable to controlling interest $ (135,657 ) $ (30,816 ) $ (9,977 ) $ 40,793 $ (135,657 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 142,672 $ 313,633 $ (66,288 ) $ 390,017 Operating expenses — 79,772 269,355 (66,288 ) 282,839 Depreciation and amortization — 47,268 31,622 — 78,890 Total operating gross margin — 15,632 12,656 — 28,288 General and administration expense (1) (1,004 ) (23,039 ) 3,695 — (20,348 ) Provision for reduction in carrying value of certain assets — — (2,316 ) — (2,316 ) Gain (Loss) on disposition of assets, net — 45 2,258 — 2,303 Total operating income (loss) (1,004 ) (7,362 ) 16,293 — 7,927 Other income and (expense): Interest expense (22,125 ) (340 ) (3,338 ) 3,329 (22,474 ) Interest income 583 5 2,943 (3,329 ) 202 Other — 20 (2,929 ) — (2,909 ) Equity in net earnings of subsidiaries 597 — — (597 ) — Total other income (expense) (20,945 ) (315 ) (3,324 ) (597 ) (25,181 ) Income (loss) before income taxes (21,949 ) (7,677 ) 12,969 (597 ) (17,254 ) Total income tax expense (benefit) (11,142 ) (2,809 ) 6,853 — (7,098 ) Net income (loss) (10,807 ) (4,868 ) 6,116 (597 ) (10,156 ) Less: Net income attributable to noncontrolling interest — — 651 — 651 Net income (loss) attributable to controlling interest $ (10,807 ) $ (4,868 ) $ 5,465 $ (597 ) $ (10,807 ) (1) General and administration expenses for field operations are included in operating expenses. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Three Months Ended June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income: Net income (loss) $ (39,824 ) $ (16,502 ) $ (8,064 ) $ 24,568 $ (39,822 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (307 ) — (307 ) Currency translation difference on foreign currency net investments — — (2,228 ) — (2,228 ) Total other comprehensive income (loss), net of tax: — — (2,535 ) — (2,535 ) Comprehensive income (loss) attributable to controlling interest $ (39,824 ) $ (16,502 ) $ (10,599 ) $ 24,568 $ (42,357 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Three Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income: Net income (loss) $ (14,029 ) $ (7,187 ) $ (1,110 ) $ 8,392 $ (13,934 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 647 — 647 Currency translation difference on foreign currency net investments — — 1,723 — 1,723 Total other comprehensive income (loss), net of tax: — — 2,370 — 2,370 Comprehensive income (loss) (14,029 ) (7,187 ) 1,260 8,392 (11,564 ) Comprehensive loss attributable to noncontrolling interest — — (95 ) — (95 ) Comprehensive income (loss) attributable to controlling interest $ (14,029 ) $ (7,187 ) $ 1,165 $ 8,392 $ (11,659 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income: Net income (loss) $ (135,657 ) $ (30,816 ) $ (9,977 ) $ 40,793 $ (135,657 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 195 — 195 Currency translation difference on foreign currency net investments — — (3,766 ) — (3,766 ) Total other comprehensive income (loss), net of tax: — — (3,571 ) — (3,571 ) Comprehensive income (loss) attributable to controlling interest $ (135,657 ) $ (30,816 ) $ (13,548 ) $ 40,793 $ (139,228 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income: Net income (loss) $ (10,807 ) $ (4,868 ) $ 6,116 $ (597 ) $ (10,156 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (1,023 ) — (1,023 ) Currency translation difference on foreign currency net investments — — 874 — 874 Total other comprehensive income (loss), net of tax: — — (149 ) — (149 ) Comprehensive income (loss) (10,807 ) (4,868 ) 5,967 (597 ) (10,305 ) Comprehensive (loss) attributable to noncontrolling interest — — (489 ) — (489 ) Comprehensive income (loss) attributable to controlling interest $ (10,807 ) $ (4,868 ) $ 5,478 $ (597 ) $ (10,794 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (135,657 ) $ (30,816 ) $ (9,977 ) $ 40,793 $ (135,657 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 46,439 25,692 — 72,131 Accretion of contingent consideration — 419 — — 419 Loss on debt modification 1,088 — — — 1,088 Gain on disposition of assets — (153 ) 215 — 62 Deferred income tax expense 49,167 9,569 569 — 59,305 Expenses not requiring cash 2,693 (282 ) (7,637 ) — (5,226 ) Equity in net earnings of subsidiaries 40,793 — — (40,793 ) — Change in assets and liabilities: Accounts and notes receivable — 7,755 14,564 — 22,319 Other assets (103,035 ) 102,496 (2,453 ) — (2,992 ) Accounts payable and accrued liabilities 3,281 (5,737 ) (4,406 ) — (6,862 ) Accrued income taxes 21,711 (17,830 ) (7,866 ) — (3,985 ) Net cash provided by (used in) operating activities (119,959 ) 111,860 8,701 — 602 Cash flows from investing activities: Capital expenditures — (7,499 ) (8,758 ) — (16,257 ) Proceeds from the sale of assets — 121 1,266 — 1,387 Net cash provided by (used in) investing activities — (7,378 ) (7,492 ) — (14,870 ) Cash flows from financing activities: Payment for noncontrolling interest (3,375 ) — — — (3,375 ) Payment of contingent consideration — (6,000 ) — — (6,000 ) Excess tax benefit from stock-based compensation (1,617 ) — — — (1,617 ) Intercompany advances, net 106,246 (100,144 ) (6,102 ) — — Net cash provided by (used in) financing activities 101,254 (106,144 ) (6,102 ) — (10,992 ) Net change in cash and cash equivalents (18,705 ) (1,662 ) (4,893 ) — (25,260 ) Cash and cash equivalents at beginning of year 73,985 13,854 46,455 — 134,294 Cash and cash equivalents at end of year $ 55,280 $ 12,192 $ 41,562 $ — $ 109,034 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (10,807 ) $ (4,868 ) $ 6,116 $ (597 ) $ (10,156 ) Adjustments to reconcile net income (loss) Depreciation and amortization — 47,268 31,622 — 78,890 Accretion of contingent consideration — — 306 — 306 Provision for reduction in carrying value of certain assets — — 2,316 — 2,316 Gain on disposition of assets — (45 ) (2,258 ) — (2,303 ) Deferred income tax expense (22,414 ) 6,574 (1,286 ) — (17,126 ) Expenses not requiring cash 4,039 441 828 — 5,308 Equity in net earnings of subsidiaries (597 ) — — 597 — Change in assets and liabilities: Accounts and notes receivable — 27,778 11,905 — 39,683 Other assets (77,427 ) 59,964 10,111 — (7,352 ) Accounts payable and accrued liabilities 29 14,890 (156 ) — 14,763 Accrued income taxes 2,146 229 (3,611 ) — (1,236 ) Net cash provided by (used in) operating activities (105,031 ) 152,231 55,893 — 103,093 Cash flows from investing activities: Capital expenditures — (37,794 ) (16,811 ) — (54,605 ) Proceeds from the sale of assets — 82 206 — 288 Proceeds from insurance settlements — — 2,500 — 2,500 Acquisitions, net of cash acquired — (10,431 ) — — (10,431 ) Net cash provided by (used in) investing activities — (48,143 ) (14,105 ) — (62,248 ) Cash flows from financing activities: Repayments of long-term debt (30,000 ) — — — (30,000 ) Payment of debt issuance costs (1,359 ) — — — (1,359 ) Excess tax benefit from stock-based compensation (999 ) — — — (999 ) Intercompany advances, net 142,814 (97,138 ) (45,676 ) — — Net cash provided by (used in) financing activities 110,456 (97,138 ) (45,676 ) — (32,358 ) Net change in cash and cash equivalents 5,425 6,950 (3,888 ) — 8,487 Cash and cash equivalents at beginning of year 36,728 13,546 58,182 — 108,456 Cash and cash equivalents at end of year $ 42,153 $ 20,496 $ 54,294 $ — $ 116,943 |