United states securities and exchange commission

 

 

 

 

F-28
 

PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements―Continued
PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND CERTAIN SUBSIDIARIES

 

Condensed Combined Balance Sheets

(in thousands)

 

		December 31,
		2017
Assets:
Cash and cash equivalents		$	305,489
Restricted cash			8,500
Accounts receivable, net			40,466
Intercompany receivable			96,488
Materials and supplies			87,332
Deferred costs, current			14,892
Prepaid expenses and other current assets			14,146
Total current assets			567,313
Property and equipment, net			4,651,710
Intercompany loan receivable			27,021
Long-term receivable			202,575
Other assets			30,892
Total assets		$	5,479,511
Liabilities and shareholders’ equity:
Accounts payable		$	10,412
Intercompany payable			5,867
Accrued expenses			26,688
Accrued interest			6,088
Deferred revenue, current			23,514
Total current liabilities			72,569
Deferred revenue			12,973
Other long-term liabilities			32,321
Total liabilities not subject to compromise			117,863
Liabilities subject to compromise			3,151,010
Shareholders’ equity			2,210,638
Total liabilities and shareholders’ equity		$	5,479,511

 

F-29
 

PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements―Continued
PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND CERTAIN SUBSIDIARIES

 

Condensed Combined Statement of Cash Flows

(in thousands)

 

		Year Ended
		December 31, 2017
Cash flow from operating activities:
Net loss		$	(518,569)
Adjustments to reconcile net loss to net cash used in operating activities			408,344
Net cash used in operating activities			(110,225)
Cash flow from investing activities:
Capital expenditures			(36,645)
Purchase of available-for-sale securities			(6,000)
Net cash used in investing activities			(42,645)
Cash flow from financing activities:
Net payments for shares issued under share-based compensation plan			(199)
Payments on long-term debt			(146,473)
Payments for financing costs			(4,530)
Net cash used in financing activities			(151,202)
Decrease in cash and cash equivalents			(304,072)
Cash, cash equivalents and restricted cash, beginning of period			618,061
Cash, cash equivalents and restricted cash, end of period		$	313,989

 
F-30


Exhibit 8.1

Subsidiaries

All subsidiaries are, indirectly or directly, wholly-owned by Pacific Drilling S.A. except as indicated below.

Entity		Jurisdiction of Formation
Pacific Drilling do Brasil Investimentos Ltda.		Brazil
Pacific Drilling do Brasil Serviços de Perfuração Ltda.		Brazil
Pacific Drilling Services Pte. Ltd.		Singapore
Pacific International Drilling West Africa Limited		Nigeria (1)
Pacific Drilling Netherlands Coöperatief U.A.		The Netherlands
Pacific Drilling N.V.		Curacao
Pacific Drilling Administrator Limited		British Virgin Islands
Pacific Deepwater Construction Limited		British Virgin Islands
Pacific Drilling International Ltd.		British Virgin Islands
Pacific Drilling Manpower Ltd.		British Virgin Islands
Pacific Drilling Operations Limited		British Virgin Islands
Pacific Drilling South America 1 Limited		British Virgin Islands
Pacific Drilling South America 2 Limited		British Virgin Islands
Pacific Drilling V Limited		British Virgin Islands
Pacific Drilling VII Limited		British Virgin Islands
Pacific Drilling VIII Limited		British Virgin Islands
Pacific Drillship Nigeria Limited		British Virgin Islands (2 )
Pacific Sharav Korlátolt Felelősségű Társaság		Hungary
Pacific Bora Ltd.		Liberia (3 )
Pacific Mistral Ltd.		Liberia
Pacific Scirocco Ltd.		Liberia (3 )
Pacific Drilling Limited		Liberia
Pacific Drilling, Inc.		USA, Delaware
Pacific Drilling International, LLC		USA, Delaware
Pacific Drilling Services, Inc.		USA, Delaware
Pacific Drilling Manpower, Inc.		USA, Delaware
Pacific Drilling Operations, Inc.		USA, Delaware
Pacific Drilling, LLC		USA, New York
Pacific Drilling Finance S.à r.l.		Luxembourg
Pacific Drillship S.à r.l.		Luxembourg
Pacific Drilling Manpower S.à r.l.		Luxembourg
Pacific Santa Ana S.à r.l.		Luxembourg
Pacific Sharav S.à r.l.		Luxembourg
Pacific Drilling (Gibraltar) Limited		Gibraltar
Pacific Drillship (Gibraltar) Limited		Gibraltar
Pacific Drilling Holding (Gibraltar) Limited		Gibraltar
Pacific Santa Ana (Gibraltar) Limited		Gibraltar

_________________

(1) 49% owned by Pacific Drilling Operations Limited. The remaining 51% is owned by Derotech Offshore Services Limited.

(2) 99.9% owned by Pacific International Drilling West Africa Limited, and .1% owned by Pacific Drilling Limited.

(3) 49.9% owned by Pacific Drilling Limited. The remaining 50.1% is owned by Pacific Drillship Nigeria Limited.

Exhibit 12.1

CERTIFICATION

I, Paul T. Reese, certify that:

	1.		I have reviewed this annual report on Form 20 F of Pacific Drilling S.A.;
	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
	4.		The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f)) for the company and have:
		(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)		Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)		Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
	5.		The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
		(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
		(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 2, 2018

By:	/s/ Paul T. Reese
Name:	Paul T. Reese
Title:	Chief Executive Officer