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 Company’s 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 the exception to Rule 3-10(f) of Regulation S-X. All guarantor subsidiaries are owned 100 percent by the parent company. We are providing consolidating condensed financial information of the parent, Parker Drilling, the guarantor subsidiaries, and the non-guarantor subsidiaries as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , 2016 , and 2015 . The consolidating condensed financial statements present investments in both the consolidated and unconsolidated subsidiaries using the equity method of accounting. PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS (Dollars in Thousands) (Unaudited) Year ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 168,490 $ 355,044 $ (81,014 ) $ 442,520 Operating expenses — 94,546 341,955 (81,014 ) 355,487 Depreciation and amortization — 81,260 41,113 — 122,373 Total operating gross margin (loss) — (7,316 ) (28,024 ) — (35,340 ) General and administration expense (1) (323 ) (24,887 ) (466 ) — (25,676 ) Provision for reduction in carrying value of certain assets — — (1,938 ) — (1,938 ) Gain (loss) on disposition of assets, net — (247 ) (2,604 ) — (2,851 ) Total operating income (loss) (323 ) (32,450 ) (33,032 ) — (65,805 ) Other income (expense): Interest expense (47,135 ) (220 ) (7,906 ) 11,035 (44,226 ) Interest income 831 744 9,704 (11,035 ) 244 Other — 71 55 — 126 Equity in net earnings of subsidiaries (40,752 ) — — 40,752 — Total other income (expense) (87,056 ) 595 1,853 40,752 (43,856 ) Income (loss) before income taxes (87,379 ) (31,855 ) (31,179 ) 40,752 (109,661 ) Income tax expense (benefit): Current tax expense (benefit) 26,537 (22,494 ) 5,221 — 9,264 Deferred tax expense (benefit) 4,785 (7,750 ) 2,741 — (224 ) Total income tax expense (benefit) 31,322 (30,244 ) 7,962 — 9,040 Net income (loss) (118,701 ) (1,611 ) (39,141 ) 40,752 (118,701 ) Less: Net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to controlling interest $ (118,701 ) $ (1,611 ) $ (39,141 ) $ 40,752 $ (118,701 ) Less: Mandatory convertible preferred stock dividend $ 3,051 $ — $ — $ — $ 3,051 Net income (loss) available to common stockholders $ (121,752 ) $ (1,611 ) $ (39,141 ) $ 40,752 $ (121,752 ) (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) Year ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 152,263 $ 380,931 $ (106,190 ) $ 427,004 Operating expenses — 103,013 365,698 (106,190 ) 362,521 Depreciation and amortization — 90,218 49,577 — 139,795 Total operating gross margin (loss) — (40,968 ) (34,344 ) — (75,312 ) General and administration expense (1) (410 ) (29,355 ) (4,567 ) — (34,332 ) Provision for reduction in carrying value of certain assets — — — — — Gain (loss) on disposition of assets, net — (565 ) (1,048 ) — (1,613 ) Total operating income (loss) (410 ) (70,888 ) (39,959 ) — (111,257 ) Other income (expense): Interest expense (48,160 ) (642 ) (6,434 ) 9,424 (45,812 ) Interest income 758 695 8,029 (9,424 ) 58 Other — 484 (117 ) — 367 Equity in net earnings of subsidiaries (94,469 ) — — 94,469 — Total other income (expense) (141,871 ) 537 1,478 94,469 (45,387 ) Income (loss) before income taxes (142,281 ) (70,351 ) (38,481 ) 94,469 (156,644 ) Income tax expense (benefit): Current tax expense (benefit) 40,562 (35,572 ) 118 — 5,108 Deferred tax expense (benefit) 47,971 14,846 6,245 — 69,062 Total income tax expense (benefit) 88,533 (20,726 ) 6,363 — 74,170 Net income (loss) (230,814 ) (49,625 ) (44,844 ) 94,469 (230,814 ) Less: Net income attributable to noncontrolling interest — — — — — Net income (loss) attributable to controlling interest $ (230,814 ) $ (49,625 ) $ (44,844 ) $ 94,469 $ (230,814 ) Less: Mandatory convertible preferred stock dividend $ — $ — $ — $ — $ — Net income (loss) available to common stockholders $ (230,814 ) $ (49,625 ) $ (44,844 ) $ 94,469 $ (230,814 ) (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) Year ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Total revenues $ — $ 254,182 $ 584,204 $ (126,203 ) $ 712,183 Operating expenses — 143,563 508,930 (126,203 ) 526,290 Depreciation and amortization — 95,071 61,123 — 156,194 Total operating gross margin (loss) — 15,548 14,151 — 29,699 General and administration expense (1) (1,279 ) (38,643 ) 3,732 — (36,190 ) Provision for reduction in carrying value of certain assets — (2,088 ) (10,402 ) — (12,490 ) Gain (loss) on disposition of assets, net — 439 1,204 — 1,643 Total operating income (loss) (1,279 ) (24,744 ) 8,685 — (17,338 ) Other income (expense): Interest expense (47,659 ) (1,035 ) (11,579 ) 15,118 (45,155 ) Interest income 1,424 852 13,111 (15,118 ) 269 Loss on extinguishment of debt — — — — — Other — (200 ) (9,547 ) — (9,747 ) Equity in net earnings of subsidiaries (36,631 ) — — 36,631 — Total other income (expense) (82,866 ) (383 ) (8,015 ) 36,631 (54,633 ) Income (loss) before income taxes (84,145 ) (25,127 ) 670 36,631 (71,971 ) Income tax expense (benefit): Current tax expense (benefit) 29,643 (22,970 ) 12,931 — 19,604 Deferred tax expense (benefit) (18,715 ) 11,718 9,706 — 2,709 Total income tax expense (benefit) 10,928 (11,252 ) 22,637 — 22,313 Net income (loss) (95,073 ) (13,875 ) (21,967 ) 36,631 (94,284 ) Less: Net income attributable to noncontrolling interest — — 789 — 789 Net income (loss) attributable to controlling interest $ (95,073 ) $ (13,875 ) $ (22,756 ) $ 36,631 $ (95,073 ) Less: Mandatory convertible preferred stock dividend $ — $ — $ — $ — $ — Net income (loss) available to common stockholders $ (95,073 ) $ (13,875 ) $ (22,756 ) $ 36,631 $ (95,073 ) (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) Year Ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (118,701 ) $ (1,611 ) $ (39,141 ) $ 40,752 $ (118,701 ) Other comprehensive gain (loss), net of tax: Currency translation difference on related borrowings — — 643 — $ 643 Currency translation difference on foreign currency net investments — — 2,689 — $ 2,689 Total other comprehensive gain (loss), net of tax: — — 3,332 — 3,332 Comprehensive income (loss) attributable to controlling interest $ (118,701 ) $ (1,611 ) $ (35,809 ) $ 40,752 $ (115,369 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Year Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income (loss): Net income (loss) $ (230,814 ) $ (49,625 ) $ (44,844 ) $ 94,469 $ (230,814 ) Other comprehensive gain (loss), net of tax: Currency translation difference on related borrowings — — (691 ) — (691 ) Currency translation difference on foreign currency net investments — — (4,265 ) — (4,265 ) Total other comprehensive gain (loss), net of tax: — — (4,956 ) — (4,956 ) Comprehensive income (loss) attributable to controlling interest $ (230,814 ) $ (49,625 ) $ (49,800 ) $ 94,469 $ (235,770 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Dollars in Thousands) (Unaudited) Year ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Comprehensive income: Net income (loss) $ (95,073 ) $ (13,875 ) $ (21,967 ) $ 36,631 $ (94,284 ) Other comprehensive gain (loss), net of tax: Currency translation difference on related borrowings — — (2,012 ) — (2,012 ) Currency translation difference on foreign currency net investments — — 405 — 405 Total other comprehensive gain (loss), net of tax: — — (1,607 ) — (1,607 ) Comprehensive income (loss) (95,073 ) (13,875 ) (23,574 ) 36,631 (95,891 ) Comprehensive (income) loss attributable to noncontrolling interest — — 4,606 — 4,606 Comprehensive income (loss) attributable to controlling interest $ (95,073 ) $ (13,875 ) $ (18,968 ) $ 36,631 $ (91,285 ) PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATING CONDENSED BALANCE SHEET (Dollars in Thousands) (Unaudited) December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 75,342 $ 20,655 $ 45,552 $ — $ 141,549 Accounts and notes receivable, net — 32,338 90,173 — 122,511 Rig materials and supplies — (3,025 ) 34,440 — 31,415 Deferred costs — 17 3,128 — 3,145 Other tax assets — — 4,889 — 4,889 Other current assets — 6,345 7,982 — 14,327 Total current assets 75,342 56,330 186,164 — 317,836 Property, plant and equipment, net (19 ) 428,556 197,234 — 625,771 Goodwill — 6,708 — — 6,708 Intangible assets, net — 7,128 — — 7,128 Investment in subsidiaries and intercompany advances 2,955,050 2,971,456 3,955,553 (9,882,059 ) — Other noncurrent assets (261,232 ) 237,755 537,124 (480,811 ) 32,836 Total assets $ 2,769,141 $ 3,707,933 $ 4,876,075 $ (10,362,870 ) $ 990,279 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities (51,060 ) 179,247 588,536 (617,477 ) 99,246 Accrued income taxes 76,883 (56,870 ) (15,583 ) — 4,430 Total current liabilities 25,823 122,377 572,953 (617,477 ) 103,676 Long-term debt, net 577,971 — — — 577,971 Other long-term liabilities 2,867 5,741 3,825 — 12,433 Deferred tax liability (1 ) — 79 — 78 Intercompany payable 1,865,810 1,465,744 2,430,340 (5,761,894 ) — Total liabilities 2,472,470 1,593,862 3,007,197 (6,379,371 ) 694,158 Total equity 296,671 2,114,071 1,868,878 (3,983,499 ) 296,121 Total liabilities and stockholders’ equity $ 2,769,141 $ 3,707,933 $ 4,876,075 $ (10,362,870 ) $ 990,279 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 Deferred costs — 16 1,420 — 1,436 Other tax assets (50,296 ) 35,733 21,038 — 6,475 Other current assets — 5,555 7,576 — 13,131 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 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (118,701 ) $ (1,611 ) $ (39,141 ) $ 40,752 (118,701 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 81,260 41,113 — 122,373 (Gain) loss on disposition of assets — 247 2,604 — 2,851 Deferred tax expense (benefit) 4,785 (7,750 ) 2,741 — (224 ) Provision for reduction in carrying value of certain assets — — 1,938 — 1,938 Expenses not requiring cash 5,651 (218 ) 9,880 (11,062 ) 4,251 Change in assets and liabilities: Accounts and notes receivable — (16,540 ) 13,483 (6,571 ) (9,628 ) Rig materials and supplies — (760 ) 5,470 — 4,710 Other current assets (50,296 ) 34,941 14,036 — (1,319 ) Accounts payable and accrued liabilities (4,393 ) 56,354 262,884 (323,559 ) (8,714 ) Accrued income taxes 79,319 (60,882 ) (17,899 ) — 538 Other assets 24,722 (35,829 ) (280,675 ) 300,440 8,658 Net cash provided by (used in) operating activities (58,913 ) 49,212 16,434 — 6,733 Cash flows from investing activities: Capital expenditures — (42,990 ) (11,543 ) — (54,533 ) Proceeds from the sale of assets — 68 335 — 403 Net cash provided by (used in) investing activities — (42,922 ) (11,208 ) — (54,130 ) 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 (2,145 ) — — — (2,145 ) Shares surrendered in lieu of tax (936 ) — — — (936 ) Net cash provided by (used in) financing activities 69,255 — — — 69,255 Net increase (decrease) in cash and cash equivalents 10,342 6,290 5,226 — 21,858 Cash and cash equivalents at beginning of year 65,000 14,365 40,326 — 119,691 Cash and cash equivalents at end of year $ 75,342 $ 20,655 $ 45,552 $ — $ 141,549 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (230,814 ) $ (49,625 ) $ (44,844 ) $ 94,469 (230,814 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 90,218 49,577 — 139,795 Accretion of contingent consideration — 419 — — 419 Loss on extinguishment of debt 1,088 — — — 1,088 (Gain) loss on disposition of assets — 565 1,048 — 1,613 Deferred tax expense (benefit) 47,971 14,846 6,245 — 69,062 Expenses not requiring cash 9,545 (1,624 ) (5,403 ) — 2,518 Equity in net earnings (losses) of subsidiaries 94,469 — — (94,469 ) — Change in assets and liabilities: Accounts and notes receivable — 25,923 34,468 — 60,391 Rig materials and supplies — (73 ) (1,679 ) — (1,752 ) Other current assets 50,296 (35,322 ) (12,834 ) — 2,140 Accounts payable and accrued liabilities (121,016 ) 97,315 4,207 — (19,494 ) Accrued income taxes (10,381 ) (626 ) 4,585 — (6,422 ) Other assets (299 ) 101 4,095 — 3,897 Net cash provided by (used in) operating activities (159,141 ) 142,117 39,465 — 22,441 Cash flows from investing activities: Capital expenditures — (15,384 ) (13,570 ) — (28,954 ) Proceeds from the sale of assets — 437 2,004 — 2,441 Net cash provided by (used in) investing activities — (14,947 ) (11,566 ) — (26,513 ) 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 (1,156 ) (1,156 ) Intercompany advances, net 154,687 (120,659 ) (34,028 ) — — Net cash provided by (used in) financing activities 150,156 (126,659 ) (34,028 ) — (10,531 ) Net increase (decrease) in cash and cash equivalents (8,985 ) 511 (6,129 ) — (14,603 ) Cash and cash equivalents at beginning of year 73,985 13,854 46,455 — 134,294 Cash and cash equivalents at end of year $ 65,000 $ 14,365 $ 40,326 $ — $ 119,691 PARKER DRILLING COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Year Ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (95,073 ) $ (13,875 ) $ (21,967 ) $ 36,631 $ (94,284 ) Adjustments to reconcile net income (loss): Depreciation and amortization — 95,071 61,123 — 156,194 Accretion of contingent consideration — 826 — — 826 Gain (loss) on disposition of assets — (439 ) (1,204 ) — (1,643 ) Deferred tax expense (benefit) (18,715 ) 11,718 9,706 — 2,709 Excess tax benefit (expense) from stock-based compensation (1,045 ) — — — (1,045 ) Provision for reduction in carrying value of certain assets — 2,088 10,402 — 12,490 Expenses not requiring cash 7,344 854 (2,062 ) — 6,136 Equity in net earnings of subsidiaries 36,631 — — (36,631 ) — Change in assets and liabilities: Accounts and notes receivable (33 ) 61,818 42,210 — 103,995 Rig materials and supplies — 51 2,671 — 2,722 Other current assets 19,885 (16,257 ) 8,920 — 12,548 Accounts payable and accrued liabilities 10,228 (21,396 ) (16,257 ) — (27,425 ) Accrued income taxes 15,368 (9,405 ) (13,920 ) — (7,957 ) Other assets (198,955 ) 186,591 9,208 — (3,156 ) Net cash provided by (used in) operating activities (224,365 ) 297,645 88,830 — 162,110 Cash flows from investing activities: Capital expenditures — (58,817 ) (29,380 ) — (88,197 ) Proceeds from the sale of assets — 500 330 — 830 Proceeds from insurance settlements — — 2,500 — 2,500 Acquisitions, net of cash acquired (3,375 ) (10,431 ) — — (13,806 ) Divestitures, net of cash paid — — (2,570 ) — (2,570 ) Net cash provided by (used in) investing activities (3,375 ) (68,748 ) (29,120 ) — (101,243 ) Cash flows from financing activities: Proceeds from debt issuance — — — — — Repayments of long term debt (30,000 ) — — — (30,000 ) Payments of debt issuance costs (1,996 ) — — — (1,996 ) Payment of contingent consideration — (2,000 ) — — (2,000 ) Shares surrendered in lieu of tax (1,033 ) (1,033 ) Intercompany advances, net 298,026 (226,589 ) (71,437 ) — — Net cash provided by (used in) financing activities 264,997 (228,589 ) (71,437 ) — (35,029 ) Net increase (decrease) in cash and cash equivalents 37,257 308 (11,727 ) — 25,838 Cash and cash equivalents at beginning of year 36,728 13,546 58,182 — 108,456 Cash and cash equivalents at end of year $ 73,985 $ 13,854 $ 46,455 $ — $ 134,294 |