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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 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 of FASB Accounting Standards Codification Topic No. 810, Consolidation (ASC 810), we have retrospectively updated the unaudited consolidating condensed financial information as of December 31, 2015 and September 30, 2015 . PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 54,042 $ 13,684 $ 35,887 $ — $ 103,613 Accounts and notes receivable, net — 15,637 114,979 — 130,616 Rig materials and supplies — (6,210 ) 38,891 — 32,681 Other current assets — 7,142 15,372 — 22,514 Total current assets 54,042 30,253 205,129 — 289,424 Property, plant and equipment, net (19 ) 483,513 234,760 — 718,254 Goodwill — 6,708 — — 6,708 Intangible assets, net — 10,010 650 — 10,660 Investment in subsidiaries and intercompany advances 3,016,378 2,917,336 3,605,766 (9,539,480 ) — Other noncurrent assets (137,690 ) 191,518 551,820 (480,812 ) 124,836 Total assets $ 2,932,711 $ 3,639,338 $ 4,598,125 $ (10,020,292 ) $ 1,149,882 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 103,855 $ 33,848 $ 565,881 $ (617,477 ) $ 86,107 Accrued income taxes 43,043 (24,909 ) (10,948 ) — 7,186 Total current liabilities 146,898 8,939 554,933 (617,477 ) 93,293 Long-term debt, net 575,935 — — — 575,935 Other long-term liabilities 2,867 8,418 4,876 — 16,161 Deferred tax liability (29 ) 80,545 (1,623 ) — 78,893 Intercompany payables 1,818,320 1,425,349 2,112,278 (5,355,947 ) — Total liabilities 2,543,991 1,523,251 2,670,464 (5,973,424 ) 764,282 Total equity 388,720 2,116,087 1,927,661 (4,046,868 ) 385,600 Total liabilities and stockholders’ equity $ 2,932,711 $ 3,639,338 $ 4,598,125 $ (10,020,292 ) $ 1,149,882 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 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 September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 25,399 $ 96,663 $ (24,873 ) $ 97,189 Operating expenses — 25,505 84,048 (24,873 ) 84,680 Depreciation and amortization — 22,300 12,174 — 34,474 Total operating gross margin (loss) — (22,406 ) 441 — (21,965 ) General and administration expense (1) (92 ) (2,759 ) (4,573 ) — (7,424 ) Provision for reduction in carrying value of certain assets — — — — — Gain (loss) on disposition of assets, net — (12 ) (175 ) — (187 ) Total operating income (loss) (92 ) (25,177 ) (4,307 ) — (29,576 ) Other income (expense): Interest expense (11,700 ) (56 ) 504 237 (11,015 ) Interest income 189 157 (100 ) (237 ) 9 Other — 15 (366 ) — (351 ) Equity in net earnings of subsidiaries (24,887 ) — — 24,887 — Total other income (expense) (36,398 ) 116 38 24,887 (11,357 ) Income (loss) before income taxes (36,490 ) (25,061 ) (4,269 ) 24,887 (40,933 ) Total income tax expense (benefit) 9,738 (6,652 ) 2,209 — 5,295 Net income (loss) attributable to controlling interest $ (46,228 ) $ (18,409 ) $ (6,478 ) $ 24,887 $ (46,228 ) (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 September 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 59,252 $ 138,564 $ (24,398 ) $ 173,418 Operating expenses — 32,457 120,904 (24,398 ) 128,963 Depreciation and amortization — 24,002 15,582 — 39,584 Total operating gross margin (loss) — 2,793 2,078 — 4,871 General and administration expense (1) (148 ) (8,857 ) 110 — (8,895 ) Provision for reduction in carrying value of certain assets — (920 ) 14 — (906 ) Gain (loss) on disposition of assets, net — 407 (24 ) — 383 Total operating income (loss) (148 ) (6,577 ) 2,178 — (4,547 ) Other income (expense): Interest expense (11,020 ) (268 ) (2,618 ) 2,613 (11,293 ) Interest income 173 (18 ) 2,465 (2,613 ) 7 Other — (102 ) (617 ) — (719 ) Equity in net earnings of subsidiaries (29,913 ) — — 29,913 — Total other income (expense) (40,760 ) (388 ) (770 ) 29,913 (12,005 ) Income (loss) before income taxes (40,908 ) (6,965 ) 1,408 29,913 (16,552 ) Income tax expense (benefit) 7,712 (2,846 ) 27,064 — 31,930 Net income (loss) (48,620 ) (4,119 ) (25,656 ) 29,913 (48,482 ) Less: Net income (loss) attributable to noncontrolling interest — — 138 — 138 Net income (loss) attributable to controlling interest $ (48,620 ) $ (4,119 ) $ (25,794 ) $ 29,913 $ (48,620 ) (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) Nine Months Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 107,368 $ 292,034 $ (66,423 ) $ 332,979 Operating expenses — 83,917 264,498 (66,423 ) 281,992 Depreciation and amortization — 68,739 37,866 — 106,605 Total operating gross margin (loss) — (45,288 ) (10,330 ) — (55,618 ) General and administration expense (1) (291 ) (20,199 ) (4,710 ) — (25,200 ) Gain (loss) on disposition of assets, net — 141 (390 ) — (249 ) Total operating income (loss) (291 ) (65,346 ) (15,430 ) — (81,067 ) Other income (expense): Interest expense (36,452 ) (537 ) (4,646 ) 6,871 (34,764 ) Interest income 584 515 5,820 (6,871 ) 48 Other — 488 1,288 — 1,776 Equity in net earnings of subsidiaries (65,679 ) — — 65,679 — Total other income (expense) (101,547 ) 466 2,462 65,679 (32,940 ) Income (loss) before income taxes (101,838 ) (64,880 ) (12,968 ) 65,679 (114,007 ) Total income tax expense (benefit) 80,047 (15,656 ) 3,487 — 67,878 Net income (loss) attributable to controlling interest $ (181,885 ) $ (49,224 ) $ (16,455 ) $ 65,679 $ (181,885 ) (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) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 201,924 $ 452,197 $ (90,686 ) $ 563,435 Operating expenses — 112,229 390,259 (90,686 ) 411,802 Depreciation and amortization — 71,270 47,204 — 118,474 Total operating gross margin (loss) — 18,425 14,734 — 33,159 General and administration expense (1) (1,152 ) (31,896 ) 3,805 — (29,243 ) Provision for reduction in carrying value of certain assets — (920 ) (2,302 ) — (3,222 ) Gain on disposition of assets, net — 452 2,234 — 2,686 Total operating income (loss) (1,152 ) (13,939 ) 18,471 — 3,380 Other income (expense): Interest expense (33,145 ) (608 ) (5,956 ) 5,942 (33,767 ) Interest income 756 (12 ) 5,407 (5,942 ) 209 Other — (81 ) (3,547 ) — (3,628 ) Equity in net earnings of subsidiaries (29,316 ) — — 29,316 — Total other income (expense) (61,705 ) (701 ) (4,096 ) 29,316 (37,186 ) Income (loss) before income taxes (62,857 ) (14,640 ) 14,375 29,316 (33,806 ) Total income tax expense (benefit) (3,430 ) (5,656 ) 33,918 — 24,832 Net income (loss) (59,427 ) (8,984 ) (19,543 ) 29,316 (58,638 ) Less: Net income (loss) attributable to noncontrolling interest — — 789 — 789 Net income (loss) attributable to controlling interest $ (59,427 ) $ (8,984 ) $ (20,332 ) $ 29,316 $ (59,427 ) (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 September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (46,228 ) $ (18,409 ) $ (6,478 ) $ 24,887 $ (46,228 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 116 — 116 Currency translation difference on foreign currency net investments — — (740 ) — (740 ) Total other comprehensive income (loss), net of tax: — — (624 ) — (624 ) Comprehensive income (loss) attributable to controlling interest $ (46,228 ) $ (18,409 ) $ (7,102 ) $ 24,887 $ (46,852 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Three Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (48,620 ) $ (4,119 ) $ (25,656 ) $ 29,913 $ (48,482 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (1,285 ) — (1,285 ) Currency translation difference on foreign currency net investments — — 588 — 588 Total other comprehensive income (loss), net of tax: — — (697 ) — (697 ) Comprehensive income (loss) (48,620 ) (4,119 ) (26,353 ) 29,913 (49,179 ) Comprehensive income (loss) attributable to noncontrolling interest — — (82 ) — (82 ) Comprehensive income (loss) attributable to controlling interest $ (48,620 ) $ (4,119 ) $ (26,435 ) $ 29,913 $ (49,261 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (181,885 ) $ (49,224 ) $ (16,455 ) $ 65,679 $ (181,885 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 311 — 311 Currency translation difference on foreign currency net investments — — (4,506 ) — (4,506 ) Total other comprehensive income (loss), net of tax: — — (4,195 ) — (4,195 ) Comprehensive income (loss) attributable to controlling interest $ (181,885 ) $ (49,224 ) $ (20,650 ) $ 65,679 $ (186,080 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (59,427 ) $ (8,984 ) $ (19,543 ) $ 29,316 $ (58,638 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — (2,308 ) — (2,308 ) Currency translation difference on foreign currency net investments — — 1,462 — 1,462 Total other comprehensive income (loss), net of tax: — — (846 ) — (846 ) Comprehensive income (loss) (59,427 ) (8,984 ) (20,389 ) 29,316 (59,484 ) Comprehensive income (loss) attributable to noncontrolling interest — — (571 ) — (571 ) Comprehensive income (loss) attributable to controlling interest $ (59,427 ) $ (8,984 ) $ (20,960 ) $ 29,316 $ (60,055 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (181,885 ) $ (49,224 ) $ (16,455 ) $ 65,679 $ (181,885 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 68,739 37,866 — 106,605 Accretion of contingent consideration — 419 — — 419 (Gain) loss on debt modification 1,088 — — — 1,088 (Gain) loss on disposition of assets — (141 ) 390 — 249 Deferred income tax expense (benefit) 46,773 12,693 1,733 — 61,199 Expenses not requiring cash 4,155 (505 ) (7,681 ) — (4,031 ) Equity in net earnings of subsidiaries 65,679 — — (65,679 ) — Change in assets and liabilities: Accounts and notes receivable — 26,956 17,843 — 44,799 Other assets (113,372 ) 119,703 (3,049 ) — 3,282 Accounts payable and accrued liabilities (7,079 ) (16,486 ) (7,025 ) — (30,590 ) Accrued income taxes 33,313 (27,191 ) (8,114 ) — (1,992 ) Net cash provided by (used in) operating activities (151,328 ) 134,963 15,508 — (857 ) Cash flows from investing activities: Capital expenditures — (10,121 ) (10,873 ) — (20,994 ) Proceeds from the sale of assets — 435 1,861 — 2,296 Net cash provided by (used in) investing activities — (9,686 ) (9,012 ) — (18,698 ) 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 (1,751 ) — — — (1,751 ) Intercompany advances, net 136,511 (119,447 ) (17,064 ) — — Net cash provided by (used in) financing activities 131,385 (125,447 ) (17,064 ) — (11,126 ) Net change in cash and cash equivalents (19,943 ) (170 ) (10,568 ) — (30,681 ) Cash and cash equivalents at beginning of year 73,985 13,854 46,455 — 134,294 Cash and cash equivalents at end of year $ 54,042 $ 13,684 $ 35,887 $ — $ 103,613 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (59,427 ) $ (8,984 ) $ (19,543 ) $ 29,316 $ (58,638 ) Adjustments to reconcile net income (loss) Depreciation and amortization — 71,270 47,204 — 118,474 Accretion of contingent consideration — — 547 — 547 Provision for reduction in carrying value of certain assets — 920 2,302 — 3,222 (Gain) loss on disposition of assets — (452 ) (2,234 ) — (2,686 ) Deferred income tax expense (benefit) (24,184 ) 10,032 24,411 — 10,259 Expenses not requiring cash 6,498 2,677 (1,146 ) — 8,029 Equity in net earnings of subsidiaries 29,316 — — (29,316 ) — Change in assets and liabilities: Accounts and notes receivable (33 ) 36,694 14,593 — 51,254 Other assets (121,465 ) 110,017 12,934 — 1,486 Accounts payable and accrued liabilities (10,480 ) (168 ) (5,142 ) — (15,790 ) Accrued income taxes 6,481 (2,081 ) (11,705 ) — (7,305 ) Net cash provided by (used in) operating activities (173,294 ) 219,925 62,221 — 108,852 Cash flows from investing activities: Capital expenditures — (50,396 ) (22,073 ) — (72,469 ) Proceeds from the sale of assets — 489 242 — 731 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 — (60,338 ) (19,331 ) — (79,669 ) Cash flows from financing activities: Repayments of long-term debt (30,000 ) — — — (30,000 ) Payment of debt issuance costs (1,996 ) — — — (1,996 ) Excess tax benefit from stock-based compensation (992 ) — — — (992 ) Intercompany advances, net 216,082 (165,133 ) (50,949 ) — — Net cash provided by (used in) financing activities 183,094 (165,133 ) (50,949 ) — (32,988 ) Net change in cash and cash equivalents 9,800 (5,546 ) (8,059 ) — (3,805 ) Cash and cash equivalents at beginning of year 36,728 13,546 58,182 — 108,456 Cash and cash equivalents at end of year $ 46,528 $ 8,000 $ 50,123 $ — $ 104,651 |