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, 2017 and December 31, 2016 and for the three and nine months ended September 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) September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 66,063 $ 17,470 $ 37,506 $ — $ 121,039 Accounts and notes receivable, net — 34,363 93,871 — 128,234 Rig materials and supplies — (4,591 ) 38,903 — 34,312 Other current assets — 8,109 18,296 — 26,405 Total current assets 66,063 55,351 188,576 — 309,990 Property, plant and equipment, net (19 ) 441,211 206,001 — 647,193 Goodwill — 6,708 — — 6,708 Intangible assets, net — 7,739 — — 7,739 Investment in subsidiaries and intercompany advances 2,947,686 2,964,272 3,880,171 (9,792,129 ) — Other noncurrent assets (162,197 ) 218,964 538,855 (480,822 ) 114,800 Total assets $ 2,851,533 $ 3,694,245 $ 4,813,603 $ (10,272,951 ) $ 1,086,430 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ (66,449 ) $ 192,563 $ 578,392 $ (617,476 ) $ 87,030 Accrued income taxes 73,845 (53,249 ) (16,238 ) — 4,358 Total current liabilities 7,396 139,314 562,154 (617,476 ) 91,388 Long-term debt, net 577,550 — — — 577,550 Other long-term liabilities 2,867 6,249 3,805 — 12,921 Deferred tax liability 80,015 — — — 80,015 Intercompany payables 1,858,370 1,461,280 2,357,346 (5,676,996 ) — Total liabilities 2,526,198 1,606,843 2,923,305 (6,294,472 ) 761,874 Total equity 325,335 2,087,402 1,890,298 (3,978,479 ) 324,556 Total liabilities and stockholders’ equity $ 2,851,533 $ 3,694,245 $ 4,813,603 $ (10,272,951 ) $ 1,086,430 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 September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 46,820 $ 89,027 $ (17,539 ) $ 118,308 Operating expenses — 24,085 81,574 (17,539 ) 88,120 Depreciation and amortization — 20,025 10,042 — 30,067 Total operating gross margin (loss) — 2,710 (2,589 ) — 121 General and administrative expense (1) (96 ) (6,823 ) (114 ) — (7,033 ) Gain (loss) on disposition of assets, net — — 97 — 97 Total operating income (loss) (96 ) (4,113 ) (2,606 ) — (6,815 ) Other income (expense): Interest expense (11,742 ) (90 ) (1,959 ) 2,724 (11,067 ) Interest income 259 206 2,387 (2,724 ) 128 Other — 13 (651 ) — (638 ) Equity in net earnings of subsidiaries (8,172 ) — — 8,172 — Total other income (expense) (19,655 ) 129 (223 ) 8,172 (11,577 ) Income (loss) before income taxes (19,751 ) (3,984 ) (2,829 ) 8,172 (18,392 ) Total income tax expense (benefit) 560 12 1,347 — 1,919 Net income (loss) $ (20,311 ) $ (3,996 ) $ (4,176 ) $ 8,172 $ (20,311 ) Less: Mandatory convertible preferred stock dividend $ 906 $ — $ — $ — $ 906 Net income (loss) available to common stockholders $ (21,217 ) $ (3,996 ) $ (4,176 ) $ 8,172 $ (21,217 ) (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 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 administrative expense (1) (92 ) (2,759 ) (4,573 ) — (7,424 ) 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 ) Income tax expense (benefit) 9,738 (6,652 ) 2,209 — 5,295 Net income (loss) (46,228 ) (18,409 ) (6,478 ) 24,887 (46,228 ) (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) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 116,203 $ 262,293 $ (52,310 ) $ 326,186 Operating expenses — 70,362 245,523 (52,310 ) 263,575 Depreciation and amortization — 61,483 31,768 — 93,251 Total operating gross margin (loss) — (15,642 ) (14,998 ) — (30,640 ) General and administrative expense (1) (244 ) (19,996 ) (336 ) — (20,576 ) Gain (loss) on disposition of assets, net — (242 ) (126 ) — (368 ) Total operating income (loss) (244 ) (35,880 ) (15,460 ) — (51,584 ) Other income (expense): Interest expense (35,221 ) (175 ) (5,971 ) 8,335 (33,032 ) Interest income 592 563 7,340 (8,335 ) 160 Other — 59 393 — 452 Equity in net earnings of subsidiaries (45,774 ) — — 45,774 — Total other income (expense) (80,403 ) 447 1,762 45,774 (32,420 ) Income (loss) before income taxes (80,647 ) (35,433 ) (13,698 ) 45,774 (84,004 ) Total income tax expense (benefit) 9,361 (7,150 ) 3,793 — 6,004 Net income (loss) (90,008 ) (28,283 ) (17,491 ) 45,774 (90,008 ) Less: Mandatory convertible preferred stock dividend 2,145 — — — 2,145 Net income (loss) available to common stockholders $ (92,153 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (92,153 ) (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) 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 administrative 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 ) Income tax expense (benefit) 80,047 (15,656 ) 3,487 — 67,878 Net income (loss) (181,885 ) (49,224 ) (16,455 ) 65,679 (181,885 ) (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 September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (20,311 ) $ (3,996 ) $ (4,176 ) $ 8,172 $ (20,311 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 170 — 170 Currency translation difference on foreign currency net investments — — 1,217 — 1,217 Total other comprehensive income (loss), net of tax: — — 1,387 — 1,387 Comprehensive income (loss) $ (20,311 ) $ (3,996 ) $ (2,789 ) $ 8,172 $ (18,924 ) 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) (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) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (90,008 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (90,008 ) Other comprehensive income (loss), net of tax: Currency translation difference on related borrowings — — 438 — 438 Currency translation difference on foreign currency net investments — — 2,666 — 2,666 Total other comprehensive income (loss), net of tax: — — 3,104 — 3,104 Comprehensive income (loss) $ (90,008 ) $ (28,283 ) $ (14,387 ) $ 45,774 $ (86,904 ) 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) (181,885 ) (49,224 ) (20,650 ) 65,679 (186,080 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Nine Months Ended September 30, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (90,008 ) $ (28,283 ) $ (17,491 ) $ 45,774 $ (90,008 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 61,483 31,768 — 93,251 (Gain) loss on disposition of assets — 242 126 — 368 Deferred income tax expense (benefit) (14,138 ) 12,217 1,327 — (594 ) Expenses not requiring cash 4,479 (45 ) 1,465 — 5,899 Equity in net earnings of subsidiaries 45,774 — — (45,774 ) — Change in assets and liabilities: Accounts and notes receivable — (18,515 ) 3,607 — (14,908 ) Other assets (34,318 ) 26,426 7,567 — (325 ) Accounts payable and accrued liabilities (57,275 ) 42,116 (3,361 ) — (18,520 ) Accrued income taxes 76,281 (57,261 ) (18,589 ) — 431 Net cash provided by (used in) operating activities (69,205 ) 38,380 6,419 — (24,406 ) Cash flows from investing activities: Capital expenditures — (35,301 ) (9,535 ) — (44,836 ) Proceeds from the sale of assets — 26 296 — 322 Net cash provided by (used in) investing activities — (35,275 ) (9,239 ) — (44,514 ) 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 (829 ) — — — (829 ) Intercompany advances, net — — — — — Net cash provided by (used in) financing activities 70,268 — — — 70,268 Net increase (decrease) in cash and cash equivalents 1,063 3,105 (2,820 ) — 1,348 Cash and cash equivalents, beginning of year 65,000 14,365 40,326 — 119,691 Cash and cash equivalents, end of period $ 66,063 $ 17,470 $ 37,506 $ — $ 121,039 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 Excess tax benefit (expense) from stock-based compensation (1,751 ) — — — (1,751 ) Expenses not requiring cash 5,181 (505 ) (7,681 ) — (3,005 ) 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 (152,053 ) 134,963 15,508 — (1,582 ) 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 ) Shares surrendered in lieu of tax (1,026 ) — — — (1,026 ) Intercompany advances, net 136,511 (119,447 ) (17,064 ) — — Net cash provided by (used in) financing activities 132,110 (125,447 ) (17,064 ) — (10,401 ) Net increase (decrease) in cash and cash equivalents (19,943 ) (170 ) (10,568 ) — (30,681 ) Cash and cash equivalents, beginning of year 73,985 13,854 46,455 — 134,294 Cash and cash equivalents, end of period $ 54,042 $ 13,684 $ 35,887 $ — $ 103,613 |