10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(MARK ONE)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO _________

COMMISSION FILE NUMBER 1-7573

PARKER DRILLING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	73-0618660
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1401 Enclave Parkway, Suite 600, Houston, Texas 77077

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (281) 406-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered:
Common Stock, par value $0.16 2/3 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the agreement is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o

     The aggregate market value of our common stock held by non-affiliates on June 30, 2003 was $258.9 million. At January 31, 2004, there were 94,176,081 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive proxy statement for the 2004 annual meeting of shareholders are incorporated by reference in Part III.

TABLE OF CONTENTS

	ITEM 6. SELECTED FINANCIAL DATA
SIGNATURES
INDEX TO EXHIBITS
Cert.of President & CEO Pursuant to Section 302
Cert. of Senior VP & CFO Pursuant to Section 302
Cert.of President & CEO Pursuant to Section 906
Cert.of Senior VP & CFO Pursuant to Section 906

Explanatory Note

     This Amendment No. 1 to the Annual Report on Form 10-K of Parker Drilling Company (the “Form 10-K”) for the fiscal year ended December 31, 2003 is being filed solely to add basic and diluted earnings (loss) per share to Item 6 of the original Form 10-K filed with the Securities and Exchange Commission on March 12, 2004. In addition, we have included as exhibits to this Amendment No. 1 to the Form 10-K currently dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The remainder of the Form 10-K is unchanged and is not reproduced in this Amendment No. 1.

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ITEM 6. SELECTED FINANCIAL DATA

     The following table presents selected historical consolidated financial data derived from the audited financial statements of Parker Drilling for each of the five years in the period ended December 31, 2003. In 2003, our board of directors approved a plan to sell our non-core assets, which, as of December 31, 2003, includes our Latin America assets, consisting of 16 land rigs and related inventory and spare parts, and our U.S. offshore assets, consisting of six jackup and four platform rigs. The two operations that constitute this plan of disposition meet the requirements of discontinued operations under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, our consolidated financial statements for each of the five years in the period ended December 31, 2003 have been reclassified to present our Latin America operations and our U.S. jackup and platform drilling operations as discontinued operations and net gain on disposition of assets for continuing operations have been reclassified as part of total operating income. The financial data for the year ended December 31, 2000 has also been reclassified to reflect the adoption of SFAS No. 145, “Rescission of FASB Statements No. 4, No. 44, and No. 64, Amendment of FASB Statement No. 13, and Technical Corrections,” which resulted in the reclassification of the extraordinary gain on early extinguishment of debt to other income and the related deferred taxes to income tax expense.

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ITEM 6. SELECTED FINANCIAL DATA (continued)

     The following financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes appearing elsewhere in this Form 10-K.

	Year Ended December 31,
	2003			2002 (1)			2001 (1)			2000 (1)			1999 (1)
Statement of Operations Data	(Dollars in Thousands)
Drilling and rental revenues:
U.S. drilling	$	67,449		$	78,330		$	118,998		$	89,121		$	77,518
International drilling		191,698			216,991			210,427			143,858			114,135
Rental tools		54,637			47,510			65,629			42,833			27,656
Total drilling and rental revenues		313,784			342,831			395,054			275,812			219,309
Total drilling and rental operating expenses		271,695			284,988			305,330			241,521			208,983
Drilling and rental operating income		42,089			57,843			89,724			34,291			10,326
Net construction contract operating income		2,000			2,462			—			—			—
General and administration expense		19,256			24,728			21,721			20,392			16,312
Provision for reduction in carrying value of certain assets and reorganization expense		6,028			1,140			7,500			7,805			11,005
Gain on disposition of assets, net		3,557			2,997			1,757			22,398			37,945
Total operating income		22,362			37,434			62,260			28,492			20,954
Other income and (expense):
Interest expense		(53,790	)		(52,409	)		(53,015	)		(57,036	)		(55,928	)
Other		(3,638	)		(3,140	)		3,169			12,068			3,798
Total other income and (expense)		(57,428	)		(55,549	)		(49,846	)		(44,968	)		(52,130	)
Income (loss) before income taxes		(35,066	)		(18,115	)		12,414			(16,476	)		(31,176	)
Income tax expense (benefit)		16,703			(2,836	)		11,429			(218	)		(2,760	)
Income (loss) from continuing operations		(51,769	)		(15,279	)		985			(16,258	)		(28,416	)
Discontinued operations, net of taxes		(57,930	)		(25,631	)		10,074			(2,787	)		(9,481	)
Cumulative effect of change in accounting principle		—			(73,144	)		—			—			—
Net income (loss)	$	(109,699	)	$	(114,054	)	$	11,059		$	(19,045	)	$	(37,897	)
Basic and diluted earnings (loss) per share:
Income (loss) from continuing operations	$	(0.55	)	$	(0.16	)	$	0.01		$	(0.20	)	$	(0.37	)
Net income (loss)	$	(1.17	)	$	(1.23	)	$	0.12		$	(0.23	)	$	(0.49	)
Balance Sheet Data
Cash and cash equivalents	$	67,765		$	51,982		$	60,400		$	62,480		$	45,501
Property, plant and equipment, net		387,664			641,278			695,529			663,525			661,402
Assets held for sale		150,370			896			1,800			6,860			17,063
Total assets		847,632			953,325			1,105,777			1,107,419			1,082,743
Total long-term debt and capital leases, including current portion		571,625			589,930			592,172			597,627			653,631
Stockholders’ equity		192,803			300,626			412,143			399,163			329,421

(1) During the first quarter of 2003, the Company determined that pursuant to the provisions of EITF No. 01-14, “Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred,” amounts received as reimbursements should have been reported as revenues, with the corresponding amounts reported as operating expenses. In prior years, the Company netted the reimbursement with the cost in the statement of operations. Accordingly, the Company has revised its previously issued statement of operations to reflect this new presentation. The effect of making this change was an increase in both total drilling and rental revenues and total drilling and rental operating expenses for continuing operations of $32.6 million, $37.6 million, $20.8 million and $8.1 million for the years ended December 31, 2002, 2001, 2000 and 1999, respectively, and $4.9 million, $7.1 million, $9.7 million and $10.4 million for discontinued operations for the years ended December 31, 2002, 2001, 2000 and 1999, respectively. This revision has no effect on total operating income, net income, cash flows or any balance sheet amount presented.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

PARKER DRILLING COMPANY
By	/s/ Robert L. Parker Jr.
	Robert L. Parker Jr. President and Chief Executive Officer and Director
Date: March 19, 2004

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
31.1	-	Robert L. Parker Jr., President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	-	James W. Whalen, Senior Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	-	Robert L. Parker Jr., President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	-	James W. Whalen, Senior Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-31.1

EXHIBIT 31.1

PARKER DRILLING COMPANY
RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Robert L. Parker Jr., certify that:

1.	I have reviewed this annual report on Form 10-K as amended by Amendment No. 1 for the period ended December 31, 2003, of Parker Drilling Company (“the registrant”);
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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) 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)) for the registrant 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 registrant, 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)	Evaluated the effectiveness of the registrant’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
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: March 19, 2004
	/s/ Robert L. Parker Jr.
	Robert L. Parker Jr. President and Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

PARKER DRILLING COMPANY
RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, James W. Whalen, certify that:

1.	I have reviewed this annual report on Form 10-K as amended by Amendment No. 1 for the period ended December 31, 2003, of Parker Drilling Company (“the registrant”);
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 registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) 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)) for the registrant 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 registrant, 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)	Evaluated the effectiveness of the registrant’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
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: March 19, 2004
	/s/ James W. Whalen
	James W. Whalen Senior Vice President and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Parker Drilling Company (“the Company”) hereby certifies, to such officer’s knowledge, that:

1.	The Company’s Annual Report on Form 10-K as amended by Amendment No. 1 for the year ended December 31, 2003 (“the Report”) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: March 19, 2004

/s/ Robert L. Parker Jr. Robert L. Parker Jr.
President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure statement.

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EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Parker Drilling Company (“the Company”) hereby certifies, to such officer’s knowledge, that:

1.	The Company’s Annual Report on Form 10-K as amended by Amendment No. 1 for the year ended December 31, 2003 (“the Report”) fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: March 19, 2004

/s/ James W. Whalen James W. Whalen
Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure statement.

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