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, 2017 and December 31, 2016 and for the six months ended June 30, 2017 and 2016 , respectively. The consolidating condensed financial statements present investments in both consolidated and unconsolidated subsidiaries using the equity method of accounting. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) June 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 89,006 $ 16,558 $ 40,670 $ — $ 146,234 Accounts and notes receivable, net — 29,544 90,526 — 120,070 Rig materials and supplies — (4,813 ) 40,083 — 35,270 Other current assets — 8,723 16,985 — 25,708 Total current assets 89,006 50,012 188,264 — 327,282 Property, plant and equipment, net (19 ) 454,594 212,467 — 667,042 Goodwill — 6,708 — — 6,708 Intangible assets, net — 8,281 189 — 8,470 Investment in subsidiaries and intercompany advances 2,950,669 2,947,916 3,804,358 (9,702,943 ) — Other noncurrent assets (168,681 ) 222,237 539,876 (480,828 ) 112,604 Total assets $ 2,870,975 $ 3,689,748 $ 4,745,154 $ (10,183,771 ) $ 1,122,106 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ (47,834 ) $ 190,474 $ 581,140 $ (617,477 ) $ 106,303 Accrued income taxes 69,506 (49,988 ) (14,382 ) — 5,136 Total current liabilities 21,672 140,486 566,758 (617,477 ) 111,439 Long-term debt, net 577,133 — — — 577,133 Other long-term liabilities 2,867 5,779 3,872 — 12,518 Deferred tax liability 77,221 — — — 77,221 Intercompany payables 1,846,121 1,452,085 2,281,438 (5,579,644 ) — Total liabilities 2,525,014 1,598,350 2,852,068 (6,197,121 ) 778,311 Total equity 345,961 2,091,398 1,893,086 (3,986,650 ) 343,795 Total liabilities and stockholders’ equity $ 2,870,975 $ 3,689,748 $ 4,745,154 $ (10,183,771 ) $ 1,122,106 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 65,000 $ 14,365 $ 40,326 $ — $ 119,691 Accounts and notes receivable, net — 15,749 97,482 — 113,231 Rig materials and supplies — (5,369 ) 37,723 — 32,354 Other current assets (50,296 ) 41,304 30,034 — 21,042 Total current assets 14,704 66,049 205,565 — 286,318 Property, plant and equipment, net (19 ) 469,927 223,531 — 693,439 Goodwill — 6,708 — — 6,708 Intangible assets, net — 9,434 494 — 9,928 Investment in subsidiaries and intercompany advances 2,979,413 2,932,375 3,676,402 (9,588,190 ) — Other noncurrent assets (253,679 ) 301,771 539,877 (480,811 ) 107,158 Total assets $ 2,740,419 $ 3,786,264 $ 4,645,869 $ (10,069,001 ) $ 1,103,551 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ (10,080 ) $ 149,210 $ 577,188 $ (617,477 ) $ 98,841 Accrued income taxes — 1,576 2,504 — 4,080 Total current liabilities (10,080 ) 150,786 579,692 (617,477 ) 102,921 Long-term debt, net 576,326 — — — 576,326 Other long-term liabilities 2,867 9,338 3,631 — 15,836 Deferred tax liability (28 ) 73,039 (3,678 ) — 69,333 Intercompany payables 1,828,317 1,437,417 2,161,864 (5,427,598 ) — Total liabilities 2,397,402 1,670,580 2,741,509 (6,045,075 ) 764,416 Total equity 343,017 2,115,684 1,904,360 (4,023,926 ) 339,135 Total liabilities and stockholders’ equity $ 2,740,419 $ 3,786,264 $ 4,645,869 $ (10,069,001 ) $ 1,103,551 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Three Months Ended June 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 41,490 $ 85,028 $ (16,911 ) $ 109,607 Operating expenses — 25,327 81,225 (16,911 ) 89,641 Depreciation and amortization — 20,270 10,712 — 30,982 Total operating gross margin (loss) — (4,107 ) (6,909 ) — (11,016 ) General and administrative expense (1) (69 ) (6,303 ) (131 ) — (6,503 ) Gain (loss) on disposition of assets, net — (26 ) (87 ) — (113 ) Total operating income (loss) (69 ) (10,436 ) (7,127 ) — (17,632 ) Other income (expense): Interest expense (11,809 ) (41 ) (2,070 ) 2,825 (11,095 ) Interest income 184 179 2,484 (2,825 ) 22 Other — 15 545 — 560 Equity in net earnings of subsidiaries (15,823 ) — — 15,823 — Total other income (expense) (27,448 ) 153 959 15,823 (10,513 ) Income (loss) before income taxes (27,517 ) (10,283 ) (6,168 ) 15,823 (28,145 ) Total income tax expense (benefit) 2,371 (1,585 ) 957 — 1,743 Net income (loss) $ (29,888 ) $ (8,698 ) $ (7,125 ) $ 15,823 $ (29,888 ) Less: Mandatory convertible preferred stock dividend $ 1,239 $ — $ — $ — $ 1,239 Net income (loss) available to common stockholders $ (31,127 ) $ (8,698 ) $ (7,125 ) $ 15,823 $ (31,127 ) (1) General and administrative 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, 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 (loss) — (14,305 ) (5,920 ) — (20,225 ) General and administrative 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 (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 ) Income tax expense (benefit) 2,438 (5,297 ) 1,946 — (913 ) Net income (loss) (39,824 ) (16,502 ) (8,064 ) 24,568 (39,822 ) (1) General and administrative 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, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 69,383 $ 173,265 $ (34,770 ) $ 207,878 Operating expenses — 46,277 163,948 (34,770 ) 175,455 Depreciation and amortization — 41,458 21,726 — 63,184 Total operating gross margin (loss) — (18,352 ) (12,409 ) — (30,761 ) General and administrative expense (1) (147 ) (13,173 ) (223 ) — (13,543 ) Gain (loss) on disposition of assets, net — (242 ) (223 ) — (465 ) Total operating income (loss) (147 ) (31,767 ) (12,855 ) — (44,769 ) Other income (expense): Interest expense (23,478 ) (85 ) (4,013 ) 5,611 (21,965 ) Interest income 332 357 4,954 (5,611 ) 32 Other — 47 1,043 — 1,090 Equity in net earnings of subsidiaries (37,602 ) — — 37,602 — Total other income (expense) (60,748 ) 319 1,984 37,602 (20,843 ) Income (loss) before income taxes (60,895 ) (31,448 ) (10,871 ) 37,602 (65,612 ) Total income tax expense (benefit) 8,801 (7,161 ) 2,445 — 4,085 Net income (loss) (69,696 ) (24,287 ) (13,316 ) 37,602 (69,697 ) Less: Mandatory convertible preferred stock dividend 1,239 — — — 1,239 Net income (loss) available to common stockholders $ (70,935 ) $ (24,287 ) $ (13,316 ) $ 37,602 $ (70,936 ) (1) General and administrative 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 (loss) — (22,884 ) (10,769 ) — (33,653 ) General and administrative 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 (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 ) Income tax expense (benefit) 70,307 (9,004 ) 1,280 — 62,583 Net income (loss) (135,657 ) (30,816 ) (9,977 ) 40,793 (135,657 ) (1) General and administrative 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, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (29,888 ) $ (8,698 ) $ (7,125 ) $ 15,823 $ (29,888 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 185 — 185 Currency translation difference on foreign currency net investments — — 686 — 686 Total other comprehensive income (loss), net of tax: — — 871 — 871 Comprehensive income (loss) $ (29,888 ) $ (8,698 ) $ (6,254 ) $ 15,823 $ (29,017 ) 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 (loss): 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) (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) Six Months Ended June 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (69,696 ) $ (24,287 ) $ (13,316 ) $ 37,602 $ (69,697 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 268 — 268 Currency translation difference on foreign currency net investments — — 1,449 — 1,449 Total other comprehensive income (loss), net of tax: — — 1,717 — 1,717 Comprehensive income (loss) $ (69,696 ) $ (24,287 ) $ (11,599 ) $ 37,602 $ (67,980 ) 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 (loss): 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) (135,657 ) (30,816 ) (13,548 ) 40,793 (139,228 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (69,696 ) $ (24,287 ) $ (13,316 ) $ 37,602 $ (69,697 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 41,458 21,726 — 63,184 (Gain) loss on disposition of assets — 242 223 — 465 Deferred income tax expense (benefit) (10,359 ) 8,943 482 — (934 ) Expenses not requiring cash 3,154 120 1,674 — 4,948 Equity in net earnings of subsidiaries 37,602 — — (37,602 ) — Change in assets and liabilities: Accounts and notes receivable — (13,787 ) 6,934 — (6,853 ) Other assets (50,315 ) 32,013 16,580 — (1,722 ) Accounts payable and accrued liabilities (37,753 ) 29,831 (313 ) — (8,235 ) Accrued income taxes 71,942 (54,000 ) (16,666 ) — 1,276 Net cash provided by (used in) operating activities (55,425 ) 20,533 17,324 — (17,568 ) Cash flows from investing activities: Capital expenditures — (18,726 ) (7,833 ) — (26,559 ) Proceeds from the sale of assets — 25 160 — 185 Net cash provided by (used in) investing activities — (18,701 ) (7,673 ) — (26,374 ) Cash flows from financing activities: Proceeds from the issuance of common stock 25,200 — — — 25,200 Proceeds from the issuance of mandatory convertible preferred stock 50,000 — — — 50,000 Payment of equity issuance costs (2,864 ) — — — (2,864 ) Mandatory convertible preferred stock dividend (1,239 ) — — — (1,239 ) Shares surrendered in lieu of tax (612 ) — — — (612 ) Intercompany advances, net 8,946 361 (9,307 ) — — Net cash provided by (used in) financing activities 79,431 361 (9,307 ) — 70,485 Net increase (decrease) in cash and cash equivalents 24,006 2,193 344 — 26,543 Cash and cash equivalents, beginning of year 65,000 14,365 40,326 — 119,691 Cash and cash equivalents, end of period $ 89,006 $ 16,558 $ 40,670 $ — $ 146,234 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 (Gain) loss on debt modification 1,088 — — — 1,088 (Gain) loss on disposition of assets — (153 ) 215 — 62 Deferred income tax expense (benefit) 49,167 9,569 569 — 59,305 Excess tax benefit (expense) from stock-based compensation (1,617 ) — — — (1,617 ) Expenses not requiring cash 3,510 (282 ) (7,637 ) — (4,409 ) 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 (120,759 ) 111,860 8,701 — (198 ) 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 ) Shares surrendered in lieu of tax (817 ) — — — (817 ) Intercompany advances, net 106,246 (100,144 ) (6,102 ) — — Net cash provided by (used in) financing activities 102,054 (106,144 ) (6,102 ) — (10,192 ) Net increase (decrease) in cash and cash equivalents (18,705 ) (1,662 ) (4,893 ) — (25,260 ) Cash and cash equivalents, beginning of year 73,985 13,854 46,455 — 134,294 Cash and cash equivalents, end of period $ 55,280 $ 12,192 $ 41,562 $ — $ 109,034 |