UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:  December 3, 2018
Commission File Number 001-35345

PACIFIC DRILLING S.A.

8-10, Avenue de la Gare
L-1610 Luxembourg
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F  ☒	    	Form 40-F  ☐	
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Yes  ☐	    	No  ☒	
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Yes  ☐	    	No  ☒	

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
On December 3, 2018, we issued a press release announcing our financial results for the third quarter ended September 30, 2018.  A copy of that release is attached to this report on Form 6-K as Exhibit 99.1.
 
Also on December 3, 2018, we posted to our website our updated Fleet Status Report dated December 3, 2018. A copy of that report is attached to this report on Form 6-K as Exhibit 99.2.
 
The press release and report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates the information by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
 
By filing this report on Form 6-K and furnishing this information, the Company makes no admission as to the materiality of any information contained in this report. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Company may do so from time to time as management believes is warranted.
 
Certain expectations and projections regarding the Company’s future performance referenced in the press release and the Fleet Status Report are forward-looking statements. These expectations and projections are based on currently available competitive, financial, and economic data and are subject to future events and uncertainties. In addition to the above cautionary statements, all forward-looking statements contained herein should be read in conjunction with the Company’s SEC filings, including the risk factors described therein, and other public announcements.
 
The following exhibits are filed as part of this Form 6-K, each of which is incorporated herein by reference.

Exhibit	    	Description	
99.1	 	Press Release Announcing Third Quarter 2018 Results	
99.2	 	Fleet Status Report dated December 3 , 2018	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	 	 	
 	Pacific Drilling S.A.	
 	(Registrant)	
 	 	
Dated:       December 3, 2018	By	/s/ Richard E. Tatum	
 	 	Richard E. Tatum	
 	 	Senior Vice President & Chief Accounting Officer	

Exhibit 99.1 

 

Pacific Drilling Announces Third-Quarter 2018 Results
 
	§		Pacific Bora commences drilling on contract with Nigerian Agip Exploration Limited	
	§		Revenue efficiency of 99.8% for the third quarter yielded revenue of $56.7 million	
	§		Company emerged from Chapter 11 on November 19, 2018	
	§		Company has applied to be relisted on the New York Stock Exchange	
LUXEMBOURG, December 3, 2018—Pacific Drilling S.A. (OTC: PACDD)  (“Pacific Drilling” or the “Company”) today reported results for the third quarter of 2018. Net loss for the third-quarter 2018 was $144.8 million or $6.78 per diluted share, compared to net loss of $103.7 million or $4.86 per diluted share for the second-quarter 2018, and net loss of $157.5 million or $7.38 per diluted share for third-quarter 2017.
 
Pacific Drilling CEO Bernie Wolford commented, “The Pacific Drilling team delivered another quarter of excellent operational performance with third-quarter revenue efficiency of 99.8% and we continued to exercise strong cost control. We achieved these outstanding results while providing drilling services in challenging conditions. Pacific Bora recently commenced drilling operations in Nigeria for Nigerian Agip Exploration Limited. This contract reflects our substantial experience in West Africa and our ongoing commitment to providing exceptional drilling services to world-class clients.”
Mr. Wolford continued, “In addition to our recent contracting and operational achievements, Pacific Drilling successfully emerged from the Chapter 11 process on November 19. With our reorganization completed, Pacific Drilling is much stronger financially and well positioned to compete in an improving market for offshore drilling services. We continue to see an increase in the number of tenders as more clients turn their focus to deepwater projects.  Deepwater drilling fixtures year-to-date are up 25 percent when compared to full-year 2017 with tenders received up from 28 to 62 for the same periods. We expect this positive trend will continue in 2019. Our smart-stacked rigs, which require no material reactivation capital expenditures, are well-positioned to compete for work commencing in the second half of 2019.”
 
Third-Quarter 2018 Operational and Financial Commentary
 
Third-quarter 2018 contract drilling revenue was $56.7 million, which included $5.3 million of deferred revenue amortization. This compared to second-quarter 2018 contract drilling revenue of $66.6 million, which included $5.9 million of deferred revenue amortization. The decrease in revenue resulted primarily from a lower number of days under contract for the Pacific Santa   Ana .

 

 

During the third-quarter, the Pacific Drilling operating fleet of drillships achieved revenue efficiency averaging 99.8% compared to 98.7% for the second-quarter.
 
Operating expenses were $44.2 million compared to $56.0 million in the second-quarter 2018. The decrease in operating expenses was primarily the result of Pacific Santa Ana completing its contract on May 7, 2018.
 
General and administrative expenses for the third-quarter were $10.9 million, as compared to $12.9 million for the second-quarter 2018.
 
Adjusted EBITDA ( a )   for the third-quarter 2018 was $1.6 million, compared to $(2.5) million in the second-quarter 2018.
 
Interest expense for the third-quarter 2018 was $45.4 million, as compared to $17.2 million for the second-quarter 2018, primarily due to higher accrued default interest on the Revolving Credit Facility and Senior Secured Credit Facility that was paid in accordance with our plan of reorganization confirmed by the Bankruptcy Court. We did not accrue interest expense subsequent to November 12, 2017, the petition date, for the 2017 Senior Secured Notes, the 2020 Senior Secured Notes and the Senior Secured Term Loan B, as this interest was not treated as an allowable claim in the Chapter 11 proceedings.
 
Income tax expense for the third-quarter 2018 was $0.2 million, compared to $0.5 million for the second-quarter 2018.
 
Liquidity and Capital Structure
 
Upon emergence on November 19, 2018, we had approximately $401 million of cash, including $8.5 million of restricted cash, and excluding escrow funds set aside to settle professional fees incurred upon or prior to our emergence from our Chapter 11 proceedings. Total outstanding principal amount of debt was $1.024 billion.
 
We plan to adopt fresh-start accounting, which will result in the Company becoming a new entity for financial reporting purposes on the effective date of emergence. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities will be recorded at their fair values as of the effective date. As a result of the adoption of fresh-start accounting, the Company’s consolidated financial statements subsequent to November 19, 2018 will not be comparable to its consolidated financial statements on and prior to that date. Pro forma financial information will be provided in our unaudited condensed consolidated financial statements included in our report to be filed on Form 6-K for the quarter ended September 30, 2018.
 
We have applied for our common shares to be re-listed on the NYSE and hope to have our shares begin trading on the NYSE upon approval.
 
Pacific Drilling CFO John Boots said, “Following our emergence from Chapter 11, our balance sheet is substantially improved, with no debt maturities until late 2023, giving us the financial strength to compete in the global market.  We will be disciplined in our use of cash and approach to the market as we pursue new contract opportunities.”
 
Footnotes
 
	(a)		EBITDA and Adjusted EBITDA are non-GAAP financial measures. For a definition of EBITDA and Adjusted EBITDA and a reconciliation to net income, please refer to the schedule included in this release. Management uses this operational metric to track company results and believes that	

2

 
this measure provides additional information that highlights the impact of our operating efficiency as well as the operating and support costs incurred in achieving the revenue performance.	
 
Conference Call  
 
Pacific Drilling will conduct a conference call at 10 a.m. Central time on Tuesday, December 4, 2018 to discuss third-quarter 2018 results. To participate in the December 4 call, please dial 1-855-710-4183 or +1 334-323-0522 and refer to confirmation code 2493233 five to 10 minutes prior to the scheduled start time. A replay of the call will be available on the company’s website.
 
About Pacific Drilling  
 
With its best-in-class drillships and highly experienced team, Pacific Drilling is committed to becoming the industry’s preferred high-specification, deepwater drilling contractor. Pacific Drilling’s fleet of seven drillships represents one of the youngest and most technologically advanced fleets in the world. Pacific Drilling has principal offices in Luxembourg and Houston. For more information about Pacific Drilling, including our current Fleet Status, please visit our website at www.pacificdrilling.com .
 
Forward-Looking Statements
 
Certain statements and information contained in this Form 6-K constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are generally identifiable by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our ability to,” “may,”  “plan,” “potential,” “predict,” “project,” “projected,” “should,” “will,” “would”, or other similar words which are not generally historical in nature. The forward-looking statements speak only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
 
Our forward-looking statements express our current expectations or forecasts of possible future results or events, including future financial and operational performance and cash balances; revenue efficiency levels; market outlook; forecasts of trends; future client contract opportunities; contract dayrates; our business strategies and plans or objectives of management; estimated duration of client contracts; backlog; expected capital expenditures; projected costs and savings; and the potential impact of our Chapter 11 proceedings on our future operations and ability to finance our business.
 
Although we believe that the assumptions and expectations reflected in our forward-looking statements are reasonable and made in good faith, these statements are not guarantees, and actual future results may differ materially due to a variety of factors. These statements are subject to a number of risks and uncertainties and are based on a number of judgments and assumptions as of the date such statements are made about future events, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in such statements due to a variety of factors, including if one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect.
 
Important factors that could cause actual results to differ materially from our expectations include: the global oil and gas market and its impact on demand for our services; the offshore drilling market, including reduced capital expenditures by our clients; changes in worldwide oil and gas supply and demand; rig availability and supply and demand for high-specification drillships and other drilling rigs competing with our fleet; costs related to stacking of rigs; our ability to enter into and negotiate favorable terms for new drilling contracts or extensions; our ability to successfully negotiate and consummate definitive contracts and satisfy other customary conditions with respect to letters of intent and letters of award that we receive

3

 
for our drillships; possible cancellation, renegotiation, termination or suspension of drilling contracts as a result of mechanical difficulties, performance, market changes or other reasons; our ability to execute our business plans; the effects of our completed Chapter 11 proceedings on our future operations; and the other risk factors described in our 2017 Annual Report and our Current Reports on Form 6-K. These documents are available through our website at www.pacificdrilling.com or through the SEC’s website at www.sec.gov.

Investor Contact:	Johannes (John) P. Boots	
 	Pacific Drilling S.A.	
 	+713 334 6662	
 	Investor@pacificdrilling.com	
 	 	
Media Contact:	Amy L. Roddy	
 	Pacific Drilling S.A.	
 	+713 334 6662	
 	Media@pacificdrilling.com	

 

4

 

PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND SUBSIDIARIES 
 
Condensed Consolidated Statements of Operations
(in thousands, except per share information) (unaudited)

 	 	Three Months Ended	 	Nine Months Ended September 30, 	 	
 	 	September 30, 	 	June 30, 	 	September 30, 	 	 	 	 	 	
 	 	2018	 	2018	 	2017	 	2018	 	2017	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contract drilling	 	$	56,673	 	$	66,564	 	$	82,110	 	$	205,306	 	$	254,692	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	(44,234)	 	 	(55,968)	 	 	(58,925)	 	 	(164,556)	 	 	(184,361)	 	
General and administrative expenses	 	 	(10,947)	 	 	(12,881)	 	 	(22,076)	 	 	(41,032)	 	 	(64,686)	 	
Depreciation expense	 	 	(70,125)	 	 	(70,070)	 	 	(69,561)	 	 	(210,115)	 	 	(209,055)	 	
 	 	 	(125,306)	 	 	(138,919)	 	 	(150,562)	 	 	(415,703)	 	 	(458,102)	 	
Operating loss	 	 	(68,633)	 	 	(72,355)	 	 	(68,452)	 	 	(210,397)	 	 	(203,410)	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	(45,446)	 	 	(17,211)	 	 	(51,146)	 	 	(77,586)	 	 	(151,545)	 	
Write-off of deferred financing costs	 	 	 —	 	 	 —	 	 	(30,846)	 	 	 —	 	 	(30,846)	 	
Reorganization items	 	 	(30,599)	 	 	(13,477)	 	 	 —	 	 	(56,108)	 	 	 —	 	
Other income (expense)	 	 	96	 	 	(223)	 	 	(5,307)	 	 	466	 	 	(5,540)	 	
Loss before income taxes	 	 	(144,582)	 	 	(103,266)	 	 	(155,751)	 	 	(343,625)	 	 	(391,341)	 	
Income tax expense	 	 	(201)	 	 	(478)	 	 	(1,770)	 	 	(953)	 	 	(4,093)	 	
Net loss	 	$	(144,783)	 	$	(103,744)	 	$	(157,521)	 	$	(344,578)	 	$	(395,434)	 	
Loss per common share, basic	 	$	(6.78)	 	$	(4.86)	 	$	(7.38)	 	$	(16.13)	 	$	(18.56)	 	
Weighted average number of common shares, basic	 	 	21,368	 	 	21,366	 	 	21,332	 	 	21,357	 	 	21,308	 	
Loss per common share, diluted	 	$	(6.78)	 	$	(4.86)	 	$	(7.38)	 	$	(16.13)	 	$	(18.56)	 	
Weighted average number of common shares, diluted	 	 	21,368	 	 	21,366	 	 	21,332	 	 	21,357	 	 	21,308	 	

 

5

 

PACIFIC DRILLING S.A. (DEBTOR IN POSSESSION) AND SUBSIDIARIES 
 
Condensed Consolidated Balance Sheets
(in thousands) (unaudited)

 	 	September 30, 	 	June 30, 	 	December 31, 	 	
 	    	2018	    	2018	    	2017	 	
Assets:	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	199,459	 	$	230,871	 	$	308,948	 	
Restricted cash	 	 	1,032,691	 	 	8,500	 	 	8,500	 	
Accounts receivable, net	 	 	34,977	 	 	37,593	 	 	40,909	 	
Materials and supplies	 	 	84,299	 	 	85,377	 	 	87,332	 	
Deferred costs, current	 	 	11,623	 	 	11,748	 	 	14,892	 	
Prepaid expenses and other current assets	 	 	10,214	 	 	11,975	 	 	14,774	 	
Total current assets	 	 	1,373,263	 	 	386,064	 	 	475,355	 	
Property and equipment, net	 	 	4,456,043	 	 	4,522,148	 	 	4,652,001	 	
Long-term receivable	 	 	202,575	 	 	202,575	 	 	202,575	 	
Other assets	 	 	26,742	 	 	29,454	 	 	33,030	 	
Total assets	 	$	6,058,623	 	$	5,140,241	 	$	5,362,961	 	
 	 	 	 	 	 	 	 	 	 	 	
Liabilities and shareholders’ equity:	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	$	14,937	 	$	15,134	 	$	11,959	 	
Accrued expenses	 	 	56,187	 	 	27,467	 	 	36,174	 	
Debtor-in-possession financing	 	 	50,000	 	 	 —	 	 	 —	 	
Accrued interest	 	 	32,534	 	 	4,780	 	 	6,088	 	
Deferred revenue, current	 	 	19,136	 	 	21,102	 	 	23,966	 	
Total current liabilities	 	 	172,794	 	 	68,483	 	 	78,187	 	
Long-term debt	 	 	961,091	 	 	 —	 	 	 —	 	
Deferred revenue	 	 	 —	 	 	3,353	 	 	12,973	 	
Other long-term liabilities	 	 	30,494	 	 	30,039	 	 	32,323	 	
Total liabilities not subject to compromise	 	 	1,164,379	 	 	101,875	 	 	123,483	 	
Liabilities subject to compromise	 	 	3,084,836	 	 	3,084,807	 	 	3,087,677	 	
Shareholders’ equity:	 	 	 	 	 	 	 	 	 	 	
Common shares	 	 	214	 	 	214	 	 	213	 	
Additional paid-in capital	 	 	2,368,070	 	 	2,367,630	 	 	2,366,464	 	
Accumulated other comprehensive loss	 	 	(13,915)	 	 	(14,107)	 	 	(14,493)	 	
Accumulated deficit	 	 	(544,961)	 	 	(400,178)	 	 	(200,383)	 	
Total shareholders’ equity	 	 	1,809,408	 	 	1,953,559	 	 	2,151,801	 	
Total liabilities and shareholders’ equity	 	$	6,058,623	 	$	5,140,241	 	$	5,362,961	 	

 

6

 

PACIFIC DRILLING S. A. (DEBTOR IN POSSESSION) AND SUBSIDIARIES 
 
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)

 	 	Three Months Ended	 	Nine Months Ended September 30, 	 	
 	 	September 30, 	 	June 30, 	 	September 30, 	 	 	 	 	 	
 	 	2018	 	2018	 	2017	 	2018	 	2017	 	
 	    	 	 	    	 	 	    	 	 	    	 	 	    	 	 	 	
Cash flow from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(144,783)	 	$	(103,744)	 	$	(157,521)	 	$	(344,578)	 	$	(395,434)	 	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation expense	 	 	70,125	 	 	70,070	 	 	69,561	 	 	210,115	 	 	209,055	 	
Amortization of deferred revenue	 	 	(5,319)	 	 	(5,853)	 	 	(5,487)	 	 	(17,322)	 	 	(41,684)	 	
Amortization of deferred costs	 	 	2,976	 	 	4,254	 	 	2,747	 	 	12,237	 	 	8,609	 	
Amortization of deferred financing costs	 	 	 —	 	 	 —	 	 	8,488	 	 	 —	 	 	24,889	 	
Amortization of debt discount	 	 	 —	 	 	 —	 	 	321	 	 	 —	 	 	940	 	
Interest paid-in-kind	 	 	456	 	 	 —	 	 	 —	 	 	456	 	 	 —	 	
Write-off of deferred financing costs	 	 	 —	 	 	 —	 	 	30,846	 	 	 —	 	 	30,846	 	
Deferred income taxes	 	 	(661)	 	 	(646)	 	 	(37)	 	 	(3,069)	 	 	(88)	 	
Share-based compensation expense	 	 	440	 	 	448	 	 	2,032	 	 	1,611	 	 	6,038	 	
Other-than-temporary impairment of available-for-sale securities	 	 	 —	 	 	 —	 	 	6,147	 	 	 —	 	 	6,147	 	
Reorganization items	 	 	15,393	 	 	2,170	 	 	 —	 	 	22,270	 	 	 —	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	2,616	 	 	11,600	 	 	(223)	 	 	5,932	 	 	58,261	 	
Materials and supplies	 	 	1,078	 	 	846	 	 	2,478	 	 	3,033	 	 	4,188	 	
Prepaid expenses and other assets	 	 	2,421	 	 	(458)	 	 	(104)	 	 	6,292	 	 	(10,130)	 	
Accounts payable and accrued expenses	 	 	29,751	 	 	(6,294)	 	 	12,008	 	 	10,712	 	 	17,742	 	
Deferred revenue	 	 	 —	 	 	932	 	 	(4,348)	 	 	(481)	 	 	2,724	 	
Net cash used in operating activities	 	 	(25,507)	 	 	(26,675)	 	 	(33,092)	 	 	(92,792)	 	 	(77,897)	 	
Cash flow from investing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(4,292)	 	 	(6,900)	 	 	(19,338)	 	 	(15,080)	 	 	(32,762)	 	
Purchase of available-for-sale securities	 	 	 —	 	 	 —	 	 	(2,000)	 	 	 —	 	 	(6,000)	 	
Net cash used in investing activities	 	 	(4,292)	 	 	(6,900)	 	 	(21,338)	 	 	(15,080)	 	 	(38,762)	 	
Cash flow from financing activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Payments for shares issued under share-based compensation plan	 	 	 —	 	 	(4)	 	 	(8)	 	 	(4)	 	 	(199)	 	
Proceeds from debtor-in-possession financing	 	 	50,000	 	 	 —	 	 	 —	 	 	50,000	 	 	 —	 	
Proceeds from long-term debt	 	 	1,000,000	 	 	 —	 	 	 —	 	 	1,000,000	 	 	 —	 	
Payments on long-term debt	 	 	 —	 	 	 —	 	 	(1,875)	 	 	 —	 	 	(146,473)	 	
Payments for financing costs	 	 	(27,422)	 	 	 —	 	 	(939)	 	 	(27,422)	 	 	(4,530)	 	
Net cash provided by (used in) financing activities	 	 	1,022,578	 	 	(4)	 	 	(2,822)	 	 	1,022,574	 	 	(151,202)	 	
Net increase (decrease) in cash and cash equivalents	 	 	992,779	 	 	(33,579)	 	 	(57,252)	 	 	914,702	 	 	(267,861)	 	
Cash, cash equivalents and restricted cash, beginning of period	 	 	239,371	 	 	272,950	 	 	415,559	 	 	317,448	 	 	626,168	 	
Cash, cash equivalents and restricted cash, end of period	 	$	1,232,150	 	$	239,371	 	$	358,307	 	$	1,232,150	 	$	358,307	 	

 

7

 

EBITDA and Adjusted EBITDA Reconciliation 
 
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization,  other-than-temporary impairment of available-for-sale
securities, write-off of deferred financing costs and reorganization items. EBITDA and Adjusted EBITDA do not represent and should not be considered an alternative to net income, operating income, cash flow from operations or any other measure of financial performance presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. EBITDA and Adjusted EBITDA are included herein because they are used by management to measure the Company’s operations. Management believes that EBITDA and Adjusted EBITDA present useful information to investors regarding the Company’s operating performance.
 
PACIFIC DRILLING S.A. AND SUBSIDIARIES
 
Supplementary Data—Reconciliation of Net Loss to Non-GAAP EBITDA and Adjusted EBITDA
(in thousands) (unaudited)

 	 	Three Months Ended	 	Nine Months Ended September 30, 	 	
 	 	September 30, 	 	June 30, 	 	September 30, 	 	 	 	 	 	
 	 	2018	 	2018	 	2017	 	2018	 	2017	 	
 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(144,783)	 	$	(103,744)	 	$	(157,521)	 	$	(344,578)	 	$	(395,434)	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	45,446	 	 	17,211	 	 	51,146	 	 	77,586	 	 	151,545	 	
Depreciation expense	 	 	70,125	 	 	70,070	 	 	69,561	 	 	210,115	 	 	209,055	 	
Income tax expense	 	 	201	 	 	478	 	 	1,770	 	 	953	 	 	4,093	 	
EBITDA	 	$	(29,011)	 	$	(15,985)	 	$	(35,044)	 	$	(55,924)	 	$	(30,741)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other-than-temporary impairment of available-for-sale securities	 	 	 —	 	 	 —	 	 	6,147	 	 	 —	 	 	6,147	 	
Write-off of deferred financing costs	 	 	 —	 	 	 —	 	 	30,846	 	 	 —	 	 	30,846	 	
Reorganization items	 	 	30,599	 	 	13,477	 	 	 —	 	 	56,108	 	 	 —	 	
Adjusted EBITDA	 	$	1,588	 	$	(2,508)	 	$	1,949	 	$	184	 	$	6,252	 	

8

 
Exhibit 99.  2
 
	FLEET STATUS REPORT	
	OTC: PACDD	
 	As of December 3, 2018	
 	Updates noted in bold	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	Contract	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Average Contract	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Contractual	 	Backlog Revenue	 	Availability/	
 	 	 	 	Water Depth	 	Drilling Depth	 	 	 	 	 	 	 	 	 	Dayrate	 	Per Day	 	Expected	
Rig Name	 	Delivery	 	(ft)	 	(ft)	 	Client	 	Location	 	Start	 	Term	 	(US$000's)	 	(US$000's)	 	Availability	
Pacific Bora	 	2010 	 	10,000 	 	37,500 	 	ENI (1)	 	Nigeria	 	30-Nov-18	 	(1)	 	150	 	150	 	(1)	
Pacific Scirocco	 	2011 	 	12,000 	 	40,000 	 	—	 	Las Palmas	 	—	 	—	 	—	 	—	 	Immediate	
Pacific Mistral	 	2011 	 	12,000 	 	37,500 	 	—	 	Las Palmas	 	—	 	—	 	—	 	—	 	Immediate	
Pacific Santa Ana	 	2011 	 	12,000 	 	40,000 	 	(2)	 	Las Palmas	 	mid-2019	 	(2)	 	296 (3)	 	299	 	(2)	
Pacific Khamsin	 	2013 	 	12,000 	 	40,000 	 	—	 	Las Palmas	 	—	 	—	 	—	 	—	 	Immediate  (4)	
Pacific Sharav	 	2014 	 	12,000 	 	40,000 	 	Chevron	 	USGoM	 	27-Aug-2014	 	5 years	 	551	 	604	 	Sep-19	
Pacific Meltem	 	2014 	 	12,000 	 	40,000 	 	—	 	Las Palmas	 	—	 	—	 	—	 	—	 	Immediate  (5)	
 
(1)  One firm well with two option wells (each well estimated at approximately 60 days of work), with Nigerian AGIP Exploration Limited, a subsidiary of ENI.
(2)  The Pacific Santa Ana is currently idle in Las Palmas while actively seeking a contract for short-term work. On August 2, 2018, Petronas exercised its option to contract the Pacific Santa Ana for Phase II of the plug and abandonment project in Mauritania expected to commence in mid-2019 with an estimated 360 days of work.
(3)  Dayrate is inclusive of an integrated services package.
(4)   The previously announced letter of award for the Pacific Khamsin for drilling services in the U.S. Gulf of Mexico has expired by its terms.
(5)   The previously announced letter of award for the Pacific Meltem for drilling services in the U.S. Gulf of Mexico has expired by its terms.

 	 	Historical Actual	 	
Period	 	4Q2017	 	1Q2018	 	2Q2018	 	3Q2018	 	4Q2017 - 3Q2018 Average	 	
Operating Fleet Rig Related Average Revenue Efficiency	 	99.6%	 	97.6%	 	98.7%	 	99.8%	 	98.8%  (5)	 	
 
(5)  Including unpaid downtime related to integrated services on the Pacific Santa Ana , our average revenue efficiency was 97.8% for the period from 4Q2017 to  3Q2018.

 
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FLEET STATUS REPORT	
	OTC: PACDD	
 	As of December 3, 2018	
DEFINITIONS & DISCLAIMERS
Dayrate Definition: The dayrates reflected in this Fleet Status Report are the operating dayrates charged to clients, which may include estimated contractual adjustments for changes in operating costs and/or reimbursable cost adjustments for ongoing expenses such as crew, catering, insurance and taxes. The dayrates, however, do not include certain types of non-recurring revenues such as lump sum mobilization payments, revenues earned during mobilizations, revenues associated with contract preparation and other non-recurring reimbursable items such as mobilizations and capital enhancements. Routine and non-routine downtime may reduce the actual revenues recognized during the contract term.
Backlog Definition: Includes firm commitments only, which are represented by signed drilling contracts. We calculate our contract backlog by multiplying the contractual dayrate by the number of days committed under the contracts (excluding options to extend), assuming full utilization, and also include mobilization fees, upgrade reimbursements and other revenue sources, such as the standby rate during upgrades, as stipulated in the applicable contracts. For a well-by-well contract, we calculate the contract backlog by estimating the expected number of remaining days to drill the firm wells committed.
From time to time, we are awarded letters of intent or receive letters of award for our drillships. Certain of those letters of intent and letters of award remain subject to negotiation and execution of definitive contracts and other customary conditions. No assurance can be given as to the terms of any such arrangement, such as the applicable duration or dayrate, until a definitive contract is entered into by the parties, if we are able to finalize a contract at all.
Revenue Efficiency Definition: Actual contractual dayrate revenue (excludes mobilization fees, upgrade reimbursements and other revenue sources) divided by the maximum amount of total contractual dayrate revenue that could have been earned during such period.
Forward Looking Statements:  Certain statements and information contained in this Fleet Status Report constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are generally identifiable by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our ability to,” “may,”  “plan,” “potential,” “predict,” “project,” “projected,” “should,” “will,” “would”, or other similar words which are not generally historical in nature. The forward-looking statements speak only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Our forward-looking statements express our current expectations or forecasts of possible future results or events, including future financial and operational performance and cash balances; revenue efficiency levels; market outlook; forecasts of trends; future client contract opportunities; contract dayrates; our business strategies and plans or objectives of management; estimated duration of client contracts; backlog; expected capital expenditures; projected costs and savings; and the potential impact of our Chapter 11 proceedings on our future operations and ability to finance our business.
Although we believe that the assumptions and expectations reflected in our forward-looking statements are reasonable and made in good faith, these statements are not guarantees, and actual future results may differ materially due to a variety of factors. These statements are subject to a number of risks and uncertainties and are based on a number of judgments and assumptions as of

 
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the date such statements are made about future events, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in such statements due to a variety of factors, including if one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect.
Important factors that could cause actual results to differ materially from our expectations include: the global oil and gas market and its impact on demand for our services; the offshore drilling market, including reduced capital expenditures by our clients; changes in worldwide oil and gas supply and demand; rig availability and supply and demand for high-specification drillships and other drilling rigs competing with our fleet; costs related to stacking of rigs; our ability to enter into and negotiate favorable terms for new drilling contracts or extensions; our ability to successfully negotiate and consummate definitive contracts and satisfy other customary conditions with respect to letters of intent and letters of award that we receive for our drillships; possible cancellation, renegotiation, termination or suspension of drilling contracts as a result of mechanical difficulties, performance, market changes or other reasons; our ability to execute our business plans; the effects of our completed Chapter 11 proceedings on our future operations; and the other risk factors described in our 2017 Annual Report and our Current Reports on Form 6-K. These documents are available through our website at www.pacificdrilling.com or through the SEC’s website at www.sec.gov.

 
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