UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO _______________
COMMISSION FILE NUMBER 1-7573
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A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF
DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
PARKER DRILLING COMPANY STOCK BONUS PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
PARKER DRILLING COMPANY
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
PARKER DRILLING COMPANY
STOCK BONUS PLAN
INDEX
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Page
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Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 2001 and 2000 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year 11
Schedule H, Line 4j - Schedule of Reportable
Transactions for the Year Ended December 31, 2001 12
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Parker Drilling Company Stock Bonus Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Parker Drilling Company Stock Bonus Plan (the "Plan") at December 31, 2001
and 2000, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes, and Reportable Transactions, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
May 31, 2002
1
PARKER DRILLING COMPANY STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 2001 AND 2000
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2001 2000
------------ ------------
ASSETS
Investments:
Common stock of Parker Drilling Company at market
value; 2,939,881 shares (cost $15,045,636) in 2001 and
2,401,743 shares (cost $12,743,657) in 2000 $ 10,852,188 $ 12,160,533
Other investments at market value (Note 2) 25,836,884 30,346,500
------------ ------------
Total investments 36,689,072 42,507,033
------------ ------------
Receivables:
Employer matching contribution 177,737 219,842
Employee salary reduction contribution 93,986 277,557
------------ ------------
Total receivables 271,723 497,399
------------ ------------
Total assets 36,960,795 43,004,432
------------ ------------
Net assets available for benefits $ 36,960,795 $ 43,004,432
============ ============
The accompanying notes are an integral part of these financial statements.
2
PARKER DRILLING COMPANY STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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2001 2000
------------ ------------
Contributions:
Employer $ 1,902,156 $ 1,853,274
Employee salary reduction 3,864,463 3,616,821
Rollover contribution 64,267 129,202
Interest and dividend income 316,379 2,407,663
Net appreciation (depreciation) in the fair value
of investments (6,532,539) (562,364)
Distributions (5,658,363) (6,396,080)
------------ ------------
Net increase (decrease) (6,043,637) 1,048,516
Net assets available for benefits at
beginning of year 43,004,432 41,955,916
------------ ------------
Net assets available for benefits at
end of year $ 36,960,795 $ 43,004,432
============ ============
The accompanying notes are an integral part of these financial statements.
3
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS
On September 1, 1980, Parker Drilling Company and subsidiaries (the
"Company") adopted the Parker Drilling Company Profit Sharing Plan.
Effective September 1, 1985, the name of the plan was changed to the
Parker Drilling Company Stock Bonus Plan (the "Plan").
GENERAL - The Plan is a voluntary defined contribution plan for the
benefit of eligible employees of Parker Drilling Company and its
participating affiliates (the "Company"). The Plan is intended to
constitute a qualified profit sharing plan, and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The following description of the Plan provides only general
information. Participants should refer to the Summary Plan Description
or the Plan document for a more complete description of the Plan's
provisions.
The following are the Plan's current investment funds. The Plan does
not require collateral to support the financial instruments within the
funds. All of these funds are available for participant investment
elections.
o PARKER DRILLING COMPANY STOCK - Contributions are invested in
the Parker Drilling Company Stock Fund. The Trustee will
acquire these shares either from Parker Drilling Company or
other sources at the prevailing price on the New York Stock
Exchange or in the open market. The number of shares acquired
with employee contributions will be determined by the average
price plus transaction cost of all shares acquired by the
Trustee with participant contributions made during that
payroll period.
o AMERICAN CENTURY GROWTH INVESTORS FUND - Growth Investors is
an equity fund that seeks capital growth over time by
investing in common stocks considered by the fund management
to have better-than-average prospects for appreciation.
o AMERICAN CENTURY ULTRA INVESTORS FUND - Ultra Investors is an
aggressive equity fund that seeks capital growth over time by
investing in common stocks considered by the fund management
to have a better-than-average prospect for appreciation. Its
aggressive investment strategy tends to increase both its
share price volatility and its growth potential over time.
o AMERICAN CENTURY VALUE INVESTORS FUND - This fund seeks
long-term capital growth first, with income as a secondary
objective. The fund invests in medium-to large-sized companies
that are believed by management to be undervalued at the time
of purchase. Under normal conditions, the fund will have at
least 65% of its assets invested in U.S. equity securities.
This fund has moderate return potential with moderate price
fluctuation.
o AMERICAN CENTURY PRIME MONEY MARKET FUND - American Century
Prime Money Market Fund seeks the highest level of current
income consistent with preservation of capital. It buys high
quality U.S. dollar-denominated money market instruments and
other short-term obligations of banks, governments and
corporations. It is designed to protect investors from
variations in principal value while providing modest income.
4
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
o AMERICAN CENTURY GNMA INCOME FUND - American Century GNMA
Income Fund seeks to provide a high level of current income
consistent with safety of principal and investment liquidity
by investing primarily in mortgage-backed Ginnie Mae
certificates.
o AMERICAN CENTURY EQUITY INDEX FUND - Equity Index seeks the
long-term capital appreciation potential of large
capitalization blue chip stocks while minimizing risk through
broad diversification. The fund invests in Barclays Global
Investors' Equity Index Fund E, a highly diversified portfolio
of the stocks included in the Standard & Poor's 500 Composite
Stock Price Index (S&P 500 Index).
o SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNT INVESTMENT FUND -
Participants have the option to transfer funds into a Schwab
Money Market Account and to make investment decisions as to
how they want Schwab to invest these funds. The participant
must invest at least $1,000 and cannot invest more than 50% of
the aggregate fair market value of their account on the trade
date. No withdrawals or loans are funded by this account and
fees and expenses for investments made by Schwab are charged
to the participant's account.
o STRATEGIC ASSET ALLOCATION - AMERICAN CENTURY STRATEGIC
CONSERVATIVE, MODERATE AND AGGRESSIVE FUND - Strategic
Allocation Funds seek a high level of return by investing in
diverse asset classes (stocks, bonds, and money market
securities).
o INTERNATIONAL GROWTH FUND - International Growth Fund seeks
capital growth by investing in a diversified international
portfolio of stocks.
o JP MORGAN US SMALL COMPANY FUND - US Small Company Fund seeks
a high return from a portfolio of small company stocks.
o PARTICIPANT LOANS - Effective September 1, 1996, a loan
feature was added to the Plan which allows participants to
borrow up to 50% of their total vested account balance,
subject to a minimum and maximum borrowing limit of $1,000 and
$50,000, respectively. Loans to participants are made over a
maximum period of 60 months or for any period not to exceed
120 months if the purpose of the loan is to acquire the
participant's principal residence. The interest rate is the
prime rate plus one percentage point.
ELIGIBILITY - All employees of the Company, other than employees
covered by certain collective bargaining agreements, leased employees
and employees who are not citizens of the United States (except for
certain resident aliens), are eligible to participate in the Plan on
the first of the month following the completion of three months of
service with the Company.
5
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
BENEFITS - Unless a participant elects to defer payment of his or her
benefits until a later date, the participant will receive a lump sum
payment of his or her entire nonforfeitable interest in the Plan as
soon as administratively feasible in which the later of the following
events occurs:
(a) The participant reaches normal retirement date, or
(b) The participant terminates employment with the Company.
CONTRIBUTIONS - Salary reduction contributions and employer matching
contributions are accrued in the period the Company makes payroll
deductions from plan participants.
Profit sharing contributions from the Company are accrued when
authorized by the Board of Directors.
EMPLOYER'S CONTRIBUTION - MATCHING - The Company currently matches
participant contributions 100% up to 3% and 50% in excess of 3% up to
5%. Matching contributions are credited to participant accounts as of
each valuation date and are invested in common stock of the Company.
Valuation dates are as of the date contributions are received by the
Trustee.
EMPLOYER'S CONTRIBUTION - PROFIT SHARING CONTRIBUTIONS - The employer's
profit sharing contributions to the Plan are discretionary and are
determined annually by the Board of Directors of the Company. At
December 31 of each year, the employer's profit sharing contributions
are allocated to each active participant's account based on the ratio
of the participant's compensation for the Plan year to the total of
active participants' compensation for the Plan year.
The Board of Directors of the Company has not exercised its discretion
to make a profit sharing contribution for the years ended December 31,
2001 and 2000.
PARTICIPANTS' SALARY REDUCTION CONTRIBUTIONS - Eligible participants
are not required to contribute to the Plan; however, they may elect to
make voluntary contributions not to exceed 15 percent of their eligible
earnings. Such voluntary contributions may be withdrawn from the Plan
under hardship conditions approved by the Stock Bonus Plan Committee
(the "Committee").
PLAN ASSETS - All Plan assets are maintained in a trust administered by
Chase Manhattan Bank. The trustee has authority to invest trust funds,
subject to the provisions of the trust agreement.
PLAN INCOME - Plan income or losses are allocated to all participants
in the ratio that each participant's account bears to the total of all
participant accounts.
6
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
During the years ended December 31, 2001 and 2000, certain
administrative costs and expenses of the Plan were paid by Parker
Drilling Company. These costs totaled $64,205 and $47,924,
respectively.
VESTING - Participants are always 100% vested in the value of
contributions they have made to their accounts and the related income.
As a result of a plan amendment, all participants in the Plan as of
September 1, 1996 and all future participants became 100% vested for
employer matching and profit sharing contributions and related income.
AMENDMENT AND TERMINATION OF THE PLAN - The Plan can be amended or
terminated by the Company at any time. In the event the employer elects
to terminate the Plan, participants will become 100% vested in the
value of their accounts.
DISTRIBUTIONS - Employees may elect to receive distributions from the
Plan in cash or Parker Drilling Company stock with cash distributed for
fractional shares.
INVESTMENT VALUATION - Investments in mutual funds traded on a national
securities exchange are valued at the closing sales price on the last
business day of the period. Parker Drilling Company stock is valued at
the closing price on the last business day of the period according to
the national securities exchange on which it is traded.
INVESTMENT TRANSACTIONS - Purchases and sales of securities are
reported on a trade-date basis. Gains or losses on sales of investments
are determined on the first-in, first-out basis. Dividend income is
reported on the ex-dividend date. Interest income is recorded as
earned.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments, which consists of realized gains and losses and the
unrealized appreciation (depreciation) on investments.
ACCOUNTING ESTIMATES - The preparation of the Plan's financial
statements in conformity with generally accepted accounting principles
requires the Plan administrator to make significant estimates and
assumptions that affect the reported amounts of net assets available
for benefits at the date of the financial statements and the changes in
net assets available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
7
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
2. INVESTMENTS
Plan investments are summarized as follows:
DECEMBER 31,
----------------------------
2001 2000
------------ ------------
Parker Drilling Company common stock $ 10,852,188* $ 12,160,533*
------------ ------------
Other investments:
American Century Growth Investors Fund 5,483,297* 7,537,641*
American Century Ultra Investors Fund 4,494,129* 5,368,935*
American Century Value Investors Fund 175,032 --
American Century Prime Money
Market Fund 4,483,843* 4,706,770*
American Century GNMA Income Fund 1,761,033 1,511,218
American Century Equity Index Fund 3,740,567* 4,811,854*
Schwab Personal Choice Retirement
Account Investment Fund 864,585 1,028,998
American Century Strategic Conservative Fund 274,503 155,921
American Century Strategic Moderate Fund 2,377,961* 2,872,875*
American Century Strategic Aggressive Fund 547,107 701,400
International Growth Fund 90,119 27,953
JP Morgan US Small Company Fund 73,121 3,776
Participant loans 1,471,587 1,619,159
------------ ------------
Total other investments 25,836,884 30,346,500
------------ ------------
Total investments $ 36,689,072 $ 42,507,033
============ ============
* Individual investment represents 5% or more of net assets available
for benefits at the beginning of the year.
3. TAX STATUS
The Plan obtained its latest determination letter on April 26, 2002, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code.
The Plan is intended to be a qualified trust under Section 401(a) of
the Internal Revenue Code and exempt from federal income taxes under
the provisions of Section 501(a). The Plan has a cash and deferred
arrangement intended to meet the requirements of Section 401(k).
Amounts contributed by the Company or by Plan participants will not be
taxed to the participant until the participant receives a distribution
or withdraws from the Plan.
8
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. RISKS AND UNCERTAINTY
The Plan provides for various investment options in any combination of
money market, fixed income, and equity mutual funds. Investment
securities are exposed to various risks, such as interest rate, market
and credit. Due to the risk associated with certain investments, it is
at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes may
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
5. PARTY-IN-INTEREST
Certain Plan investments are shares of Parker Drilling Company common
stock. These transactions represent investments in the Company and,
therefore, qualify as party-in-interest. The fair value of this
investment totaled $10,852,188 and $12,160,533 at December 31, 2001 and
2000, respectively.
9
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. FUND ALLOCATION
The Parker Drilling Company common stock fund includes contributions
from the Company and participants. Participant contributions are
directed solely by the participants. Contributions from the Company are
directed by the Company. All other funds are participant directed.
The following tables set forth information related to the Parker
Drilling Company common stock fund's assets available for benefits as
of December 31, 2001 and 2000 and the changes in such assets for the
years then ended.
COMMON
STOCK OF
PARKER
DRILLING PARTICIPANT
COMPANY DIRECTED TOTAL
------------ ------------ ------------
Net assets available for benefits
at December 31, 1999 $ 7,721,889 $ 34,234,027 $ 41,955,916
Contributions:
Employer 1,853,274 -- 1,853,274
Employee salary reduction 449,061 3,167,760 3,616,821
Rollover contribution 2,426 126,776 129,202
Interest and dividend income 380 2,407,282 2,407,662
Net appreciation (depreciation) in the
fair value of investments 4,745,476 (5,307,839) (562,363)
Distribution to employees (1,426,618) (4,969,462) (6,396,080)
Interfund transfers (873,161) 873,161 --
------------ ------------ ------------
Net assets available for benefits at
December 31, 2000 $ 12,472,727 $ 30,531,705 $ 43,004,432
============ ============ ============
COMMON
STOCK OF
PARKER
DRILLING PARTICIPANT
COMPANY DIRECTED TOTAL
------------ ------------ ------------
Net assets available for benefits
at December 31, 2000 $ 12,472,727 $ 30,531,705 $ 43,004,432
Contributions:
Employer 1,902,156 -- 1,902,156
Employee salary reduction 513,236 3,351,227 3,864,463
Rollover contribution 1,997 62,270 64,267
Interest and dividend income 3,134 313,245 316,379
Net appreciation (depreciation) in the
fair value of investments (3,400,658) (3,131,881) (6,532,539)
Distribution to employees (957,847) (4,700,516) (5,658,363)
Interfund transfers 495,180 (495,180) --
------------ ------------ ------------
Net assets available for benefits
at December 31, 2001 $ 11,029,925 $ 25,930,870 $ 36,960,795
============ ============ ============
10
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
SCHEDULE H, LINE 4i
AT DECEMBER 31, 2001
--------------------------------------------------------------------------------
IDENTITY OF ISSUE,
BORROWER, LESSOR CURRENT
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
----------------- ------------------------- -------
Parker Drilling Company Parker Drilling Company common stock $ 10,852,188(1)(2)
American Century American Century Growth Investors Fund 5,483,297(1)
American Century American Century Ultra Investors Funds 4,494,129(1)
American Century American Century Value Investors Fund 175,032
American Century American Century Prime Money Market Fund 4,483,843(1)
American Century American Century GNMA Income Fund 1,761,033
American Century American Century Equity Index Fund 3,740,567(1)
Charles Schwab Schwab Personal Choice Retirement Account Investment Fund 864,585
American Century American Century Strategic Conservative Fund 274,503
American Century American Century Strategic Moderate Fund 2,377,961(1)
American Century American Century Strategic Aggressive Fund 547,107
American Century International Growth Fund 90,119
JP Morgan JP Morgan US Small Company Fund 73,121
Various Participant loans, interest rates ranging from 6.0% to 10.5% 1,471,587
------------
$ 36,689,072
============
(1) These investments are greater than 5% of assets available for benefits.
(2) Information on cost of investment is excluded as all investments except
Parker Drilling Company Stock fund are participant directed. The Parker
Drilling Company Stock Fund is considered to be nonparticipant directed.
The cost of investment in Parker Drilling Company Stock Fund is
$15,069,764.
11
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
SCHEDULE H, LINE 4j
FOR THE YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------
CURRENT
EXPENSE VALUE OF
INCURRED ASSETS ON NET
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION GAIN OR
PARTY INVOLVED OF ASSETS PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
-------------- ----------- ---------- ---------- ------ ----------- ---------- ----------- -------
SERIES OF
TRANSACTIONS:
Parker Drilling Parker Drilling
Company Common
Stock $4,759,953 $ -- $ -- $ -- $4,759,953 $ 4,759,953 $ --
Parker Drilling Parker Drilling
Company Common
Stock -- 2,437,866 -- -- 2,440,454 2,437,866 (2,588)
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereto duly authorized.
PARKER DRILLING COMPANY
STOCK BONUS PLAN
By /s/ David W. Tucker
------------------------------------
Chairman of the Committee,
Corporate Treasurer
Date: June 21, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23.1 -- Consent of Independent Accountants