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, 2003
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
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(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM......... 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits
as of December 31, 2003 and 2002.............................. 2
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2003.......................... 3
Notes to Financial Statements................................... 4 - 8
SUPPLEMENTAL SCHEDULES
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).. 9
Schedule H, Line 4j - Schedule of Reportable Transactions....... 10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Parker Drilling Company Stock Bonus Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Parker Drilling Company Stock Bonus Plan (the "Plan") at December 31,
2003 and 2002, and the changes in net assets available for benefits for the year
ended December 31, 2003, 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
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 at end of year) 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
Houston, Texas
June 21, 2004
1
PARKER DRILLING COMPANY STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
2003 2002
ASSETS
Investments, at fair value
Common stock of Parker Drilling Company
at market value; 3,425,293 shares
(cost $14,060,711) in 2003 and 3,349,701
shares (cost $15,426,576) in 2002 $ 8,734,496 $ 7,449,433
Mutual funds 24,248,665 20,000,934
Participant loans 1,384,042 1,211,820
----------- -----------
Total investments 34,367,203 28,662,187
----------- -----------
Receivables
Employer matching contributions 112,774 114,898
Participant contributions - 81,194
----------- -----------
Total receivables 112,774 196,092
----------- -----------
Total assets 34,479,977 28,858,279
----------- -----------
Net assets available for plan benefits $34,479,977 $28,858,279
=========== ===========
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 PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Contributions
Employer matching $ 1,507,913
Participant 2,850,173
Rollover 80,458
Interest and dividend income 121,142
Net appreciation in the fair value of investments 4,575,714
------------
Total additions 9,135,400
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions (3,492,677)
Administrative expenses (21,025)
------------
Total deductions (3,513,702)
Net increase 5,621,698
Net assets available for plan benefits at beginning of year 28,858,279
------------
Net assets available for plan benefits at end of year $ 34,479,977
============
The accompanying notes are an integral part of these financial statements.
3
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS
On September 1, 1980, Parker Drilling Company and its subsidiaries adopted
the Parker Drilling Company Profit Sharing Plan, which was amended in 1983
to qualify as a 401(k) plan under the Internal Revenue Code. Effective
September 1, 1985, the name of the plan was changed to the Parker Drilling
Company Stock Bonus Plan (the "Plan"). The Plan was amended and restated
generally effective January 1, 2001, to comply with certain tax laws. It
was thereafter amended effective January 1, 2002 to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). The Plan was further amended effective January 1, 2003,
and November 1, 2003 to comply with new tax laws and to incorporate
various plan design and administrative changes.
The Plan is a defined contribution 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 and the plan
document for a more complete description of the Plan's provisions.
PLAN ADMINISTRATOR AND TRUSTEE
The Plan Administrator is the Retirement Policy Committee which is
comprised of persons appointed by the plan sponsor, Parker Drilling
Company (the "Company"). JP Morgan Chase Bank is the trustee for the
investments held by the Plan. JP Morgan Retirement Plan Services is the
record keeper for the Plan.
ELIGIBILITY
Substantially all of the employees of participating employers of the
Company, other than employees covered by certain collective bargaining
agreements, leased employees and employees who are not citizens of the
United States of America (except for certain resident aliens), are
eligible to participate in the Plan on the first day of the month
following the completion of three months of service with the Company.
CONTRIBUTIONS
Participants may elect to contribute up to 15% of their eligible
compensation, as defined in the Plan, on a pre-tax basis. The Plan was
amended effective November 1, 2003 to allow participants to contribute up
to 30% of their eligible compensation. Participants who have attained age
50 prior to the end of the plan year are eligible to make additional
pre-tax "catch-up" contributions. All pre-tax employee contributions are
subject to the applicable limitations of the Internal Revenue Code of
1986, as amended (the "Code"). Plan participants may also make rollover
contributions to the Plan subject to the provisions of the Plan and the
Code.
Employer matching contributions are currently equal to 100% of the first
3% of eligible compensation contributed by the participant to the Plan,
plus 50% of the next 2% of eligible compensation contributed by the
participant to the Plan. Matching contributions are credited to
participant accounts on a monthly basis and are invested in Parker
Drilling Company common stock. Employee pre-tax "catch-up" contributions
are not eligible for employer matching contributions.
The Company may, at its discretion, also contribute a profit sharing
contribution to the Plan to be allocated to the accounts of eligible
participants as described in the plan document. The Company did not make a
profit sharing contribution for the years ended December 31, 2003 and
2002.
4
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
VESTING
Participants are immediately and fully vested in the value of employee and
employer contributions made to their accounts and related earnings/losses.
INVESTMENT PROGRAM
Participants direct the investment of 100% of their contributions and may
transfer a portion or all of their account balance out of any fund into
one or any combination of the other available funds. The investment fund
options offered through October 31, 2003 include 11 mutual funds and
Parker Drilling Company common stock. Participants may also elect to
invest a portion of their account balance in a self-directed brokerage
account, subject to the limitations of the Plan. Effective November 1,
2003, the Parker Drilling Company common stock was eliminated as an
investment option for participant contributions. However, to the extent a
participant had invested his/her account in the Parker Drilling Company
common stock investment option, such investment may be retained as to
contributions prior to November 1, 2003.
Employer matching contributions are made in Parker Drilling Company common
stock. However, participants may sell their shares of Company stock at any
time and invest the proceeds in any of the other investment fund options
available under the Plan.
The Retirement Policy Committee periodically reviews the Plan's investment
fund options and makes changes to the available options from time to time.
PARTICIPANT LOANS
The Plan permits participants to borrow a minimum of $1,000 up to a
maximum amount equal to the lesser of $50,000 or 50% of their vested
account balance. A participant may elect a repayment term of up to five
years for general purpose loans or up to ten years if the loan is for the
purchase of the participant's principal residence. Loans are secured by
the balance in the participant's account and payments are generally made
through payroll deductions. The interest rate for new loans is the prime
rate plus one percentage point and is fixed for the term of the loan. A
participant may only have one loan outstanding at any time. For the plan
years ending December 31, 2003 and 2002, interest rates ranged from 5.0%
to 10.5% and 5.25% to 10.5%, respectively.
WITHDRAWALS AND DISTRIBUTIONS
A participant may receive benefit payments through any one of the methods
provided by the Plan upon separation from service, retirement or financial
hardship. Participants may withdraw their rollover and after-tax
contributions, if any, from the Plan at any time. Participants may also
make an in-service withdrawal on or after attainment of age 59-1/2 of
their vested account balance. Distributions from the Plan can be made in
the form of a partial or single lump sum cash payment. Participants may
elect an in-kind distribution of shares held in the Parker Drilling
Company common stock investment option in lieu of cash, with fractional
shares distributed in cash.
Hardship withdrawals are allowed in the event of a deemed financial need,
subject to the provisions of the Plan and the Code. Participants may
withdraw up to 100% of their pre-tax contributions and are suspended for
at least six months from making additional contributions to the Plan.
5
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
PARTICIPANT ACCOUNTS
Participant accounts are adjusted to reflect all participant and employer
contributions, withdrawals/distributions, earnings/losses, management
fees and applicable expenses attributable to the accounts. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's vested account balance.
ADMINISTRATIVE EXPENSES
The Plan pays all expenses incurred by the Plan except to the extent they
are paid by the Company. During the plan year ended December 31, 2003,
certain administrative costs and expenses of the Plan totaling $26,578
were paid by the Company.
AMENDMENT AND TERMINATION OF THE PLAN
Although the Company has not expressed any intent to do so, the Plan may
be amended or terminated at any time subject to the provisions of ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in
the United States of America.
INVESTMENT VALUATION
The Plan reports the investments in the financial statements at fair
value. Investments in mutual funds and Parker Drilling Company common
stock are reported at fair value based on quoted market prices. Investment
income is recorded as earned and dividends are recorded on the ex-dividend
date. Purchases and sales are recorded on a trade-date basis.
Distributions to participants are recorded when paid.
USE OF ACCOUNTING ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from
those estimates.
6
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
3. INVESTMENTS
Plan investments are summarized as follows:
2003 2002
PARKER DRILLING COMPANY COMMON STOCK $ 8,734,496 * $ 7,449,433 *
------------ ------------
OTHER INVESTMENTS
American Century Growth Fund 4,681,011 * 3,841,497 *
American Century Ultra Fund 4,462,766 * 3,298,570 *
American Century Value Fund 467,829 141,117
American Century Prime Money Market Fund 4,288,878 * 4,355,999 *
American Century GNMA Income Fund 2,265,774 * 2,358,240 *
American Century Equity Index Fund 3,253,946 * 2,494,428 *
Schwab Personal Choice Retirement
Account Investment Fund 621,529 560,186
American Century Strategic Conservative Fund 164,377 99,761
American Century Strategic Moderate Fund 2,662,168 * 2,084,959 *
American Century Strategic Aggressive Fund 684,645 517,983
American Century International Growth Fund 273,209 108,403
JP Morgan US Small Company Fund 422,533 139,791
Participant loans 1,384,042 1,211,820
------------ ------------
Total other investments 25,632,707 21,212,754
------------ ------------
Total investments $ 34,367,203 $ 28,662,187
============ ============
* Individual investment represents 5% or more of net assets available for
plan benefits at the end of the year.
4. TAX STATUS
The Plan obtained its latest determination letter dated 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 Code. Although
the Plan has been amended since receiving the determination letter,
management believes the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code and was therefore
qualified (and the related trust was tax-exempt) as of December 31, 2003
and 2002.
5. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
money market, bond, and equity mutual funds. Investment securities are
exposed to various risks, such as interest rate, credit and overall market
volatility risks. Due to the risks 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.
7
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
6. 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 transactions. Further, certain
plan investments are shares of mutual funds managed by JP Morgan and
American Century. Transactions in these investments also qualify as
party-in-interest transactions.
7. 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 may be
liquidated by the participant at any time and the proceeds invested in
other investment fund options. All other funds are participant directed.
The following table sets forth information related to the Parker Drilling
Company common stock fund and other participant directed funds' assets
available for plan benefits at December 31, 2003, and the changes in such
assets for the year then ended.
COMMON
STOCK OF
PARKER
DRILLING PARTICIPANT
COMPANY DIRECTED TOTAL
Net assets available for plan benefits
at December 31, 2002 $ 7,553,896 $ 21,304,383 $ 28,858,279
Contributions
Employer 1,507,913 - 1,507,913
Participant 339,064 2,511,109 2,850,173
Rollover - 80,458 80,458
Interest and dividend income 65 121,077 121,142
Net appreciation in the fair value
of investments 1,074,875 3,500,839 4,575,714
Distributions to employees (765,754) (2,726,923) (3,492,677)
Administrative expenses - (21,025) (21,025)
Interfund transfers (862,789) 862,789 -
------------ ------------ ------------
Net assets available for plan benefits at
December 31, 2003 $ 8,847,270 $ 25,632,707 $ 34,479,977
============ ============ ============
8
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
--------------------------------------------------------------------------------
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
Parker Drilling Company Parker Drilling Company common stock $ 8,734,496(1)(2)(3)
American Century American Century Growth Fund 4,681,011(1)(3)
American Century American Century Ultra Funds 4,462,766(1)(3)
American Century American Century Value Fund 467,829(3)
American Century American Century Prime Money Market Fund 4,288,878(1)(3)
American Century American Century GNMA Income Fund 2,265,774(1)(3)
American Century American Century Equity Index Fund 3,253,946(1)(3)
Charles Schwab Schwab Personal Choice Retirement Account Investment Fund 621,529
American Century American Century Strategic Conservative Fund 164,377(3)
American Century American Century Strategic Moderate Fund 2,662,168(1)(3)
American Century American Century Strategic Aggressive Fund 684,645(3)
American Century American Century International Growth Fund 273,209(3)
JP Morgan JP Morgan US Small Company Fund 422,533(3)
Various Participant loans, interest rates ranging from 5.0% to 10.5% 1,384,042
------------
$ 34,367,203
============
(1) These investments are greater than 5% of assets available for plan
benefits.
(2) The cost of investment in Parker Drilling Company common stock is
$14,060,711.
(3) Identifies parties-in-interest.
9
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
(h)
CURRENT
VALUE OF
(a) (b) (c) (d) (g) ASSETS ON (i)
IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET
PARTY INVOLVED OF ASSETS PRICE PRICE ASSET DATE LOSS
Parker Drilling Co.* Common stock $ 2,195,848 $ 2,195,848 $ 2,195,848 $ -
Parker Drilling Co.* Common stock $ 1,813,274 3,196,071 1,813,274 (1,382,797)
* Party-in-interest as defined by ERISA.
10
SIGNATURES
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 Administrative Committee,
Corporate Treasurer
Date: June 28, 2004
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Independent Registered Public Accounting Firm